SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   (Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                For the quarterly period ended December 31, 1999

[ ]  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

                       SOUTHEASTERN WATER EXPLORATION CO.
        (Exact name of small business issuer as specified in its charter)

         COLORADO                                          84-1062895
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                      615 MACLEOD TRAIL S.E., SUITE 1100A,
                 ROCKY MOUNTAIN PLAZA, CALGARY, ALBERTA T2G 4T8
                    (Address of principal executive offices)

                                 (403) 531-2630
                           (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 than the registrant required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

     As of December 31, 1999, the Registrant had 9,744,120 shares of common
stock outstanding.

     Documents Incorporated by Reference: Exhibits in the Form 10-KSB for the
fiscal year ended March 31, 1997 and filed May 4, 1998.

     Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

     The following financial statements are filed as part of this Form 10-QSB
     and found in the appendix of this report

     Financial Statements                                               Page
     --------------------                                               ----

     Notice to Reader                                                    7
     Consolidated Balance Sheet                                          8
     Consolidated Statement of Loss and Deficit                          9


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

General

     Southwestern Water Exploration Co. (the "Company"), 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.

     The Company intends to develop and market potable water throughout the
American Southwest. During its development stage, the Company acquired the
Database which it believes will provide surface drilling locations to mine deep
(below 2,000 ft) subsurface aquifers.

     The Company has identified a number of sites which it believes will provide
potable water including a significant water reservoir in Nevada, by utilizing
the Database. Once developed, it is the intent of the Company to market the
water from these sites. If the marketing effort is unsuccessful, the Company
intends to sell the water rights to these sites. The Database provides specific
information including surface location, depth(s) of aquifers, temperature,
production capability, and mineral properties from wells previously drilled for
hydrocarbons and subsequently abandoned.

     Management believes that the Company can satisfy its cash requirements from
existing funds for another three months. This is predominately because active
operations beyond planning and research have yet to commence. The Company
intends to meet its future capital needs by raising additional funds through a
private placement of its securities. The Company anticipates that funding of
future operations will be provided by the completion of this private placement
for a minimum of $1.5 million. There can be no assurances, however, that the
Company will be successful in the completion of the private placement. In the
event the private placement is not successful, or fails to raise sufficient
funds, the Company may seek alternative financing in the form of short-term or
long-term debt or securities convertible into common stock of the company.

                                       2
<PAGE>


Factors Affecting Future Operating Results:

     LIMITED OPERATING HISTORY AND CONTINUING LOSSES.

     The Company has a limited operating history which makes an evaluation of
its business operations and future prospects difficult. The Company has had no
revenues from operations in the last three fiscal years. The Company has
incurred operating loses and negative cash flow each quarter and each year since
1993. The Company's accumulated deficit was $1,775,373 at December 31, 1999. The
Company believes it will continue to experience net losses on a quarterly and
annual basis for the foreseeable future.

     ABILITY TO COMPLETE NEVADA PROJECT UNPROVEN.

     The Company believes a significant portion of its revenues, if any, will be
generated by the Nevada Project. The Company has also recently considered the
possibility of exploring the potential of Colorado and other western states. The
exploration and utilization of deep water reservoirs to provide potable water to
municipalities will require substantial financial, operational and management
resources. The Company has not been able to implement its plans due to
insufficient financial resources. As a result, the Company's ability to locate
substantial deep water reservoirs capable of being utilized or sold is unknown.
The Company's inability to locate and utilize significant water reserves capable
of being transported to the end user would have a material adverse effect on the
Company's operations and financial condition.

     NEED FOR ADDITIONAL FINANCING.

     The Company's ability to pursue the Nevada Project and implement its
business strategy is substantially dependant upon its ability to locate
additional financing in the amount of at least $500,000. The exact amount of
additional financing required will depend on various factors including the
following: the ability of the Company to enter into an agreement with a
municipality or water provider, the speed with which the water extraction can be
completed, the ability of the Company to arrange for transport of the water to
the end user and the ability of the Company to obtain local, state and federal
approvals. There can be no assurance that the Company will be able to obtain the
funds necessary to exploit the Database, complete the Nevada Project or to
otherwise conduct its business.


                                       3
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings which are not routine
litigation incidental to the business or are any such proceedings material to
its business.


ITEM 2. CHANGES IN SECURITIES

     No securities were issued by the Company for this reporting period.


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

     (a)  Exhibits

          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.

                                       4
<PAGE>


          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.

          4    Instruments defining the rights of holders, including Indentures
               N/A

          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.

          11   Statement re: computation of per share earnings. N/A due to
               insubstantial revenues

          15   Letter on unaudited interim financial information. See Notice to
               Reader preceding financial statements in appendix of this report.

          18   Letter on change in accounting principles.
               N/A

          19   Reports furnished to security holders.
               N/A

          22   Published report regarding matters submitted to vote.
               N/A

          23   Consents of experts and counsel.
               Not required.

          24   Power of Attorney
               N/A

          27.1 Financial Data Schedule.

     (b)  Reports on Form 8-K

          The Company did not file any reports on Form 8-K during the third
          quarter of the fiscal year ended March 31, 2000.


                                       5
<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, thereunto duly
authorized.

                                             Southwestern Water Exploration Co.


Date: September 7, 2001                      By: /s/ Steven B. Misner
-----------------------                      ------------------------
                                             Steven B. Misner
                                             President

     In accordance with the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

Signature                              Title
---------                              -----
Date
----


/s/ Steven B. Misner                   President and Director
--------------------
September 7, 2001


/s/ Barbara J. McAllister              Chief Financial Officer (Principal
-------------------------              Accounting Officer) Secretary
September 7, 2001                      and Director




                                       6
<PAGE>


SOUTHWESTERN WATER EXPLORATION CO.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1999

(Unaudited-See Notice to Reader)

(Expressed in U.S. Dollars)


                                NOTICE TO READER

Management of Southwestern Water Exploration Company have compiled the
consolidated balance sheet as of December 31, 1999 and the consolidated
statements of loss and deficit for the nine months then ended from information
available to management. No accountant has audited, reviewed or otherwise
attempted to verify the accuracy of completeness of such information. Readers
are cautioned that these statements may not be appropriate for their purposes.




                                       7
<PAGE>
<TABLE>
<CAPTION>


                         SOUTHWEST WATER EXPLORATION CO.
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 1999
                           (Expressed in U.S. dollars)

                                                           1999           1998
                                                           ----           ----
                       ASSETS
                       ------

CURRENT ASSETS
<S>                                                     <C>            <C>
     Cash                                                       310           --
     Prepaid expenses                                          --              698
     Shareholder's loan                                       8,637           --
                                                        -----------    -----------
                                                              8,947            698
CAPITAL ASSETS, at cost less accumulated depreciation         3,570          4,501
LICENSE AND OTHER ASSETS                                        210            201
                                                        -----------    -----------
                                                        $    12,718    $     5,400
                                                        -----------    -----------

                    LIABILITIES
                    -----------

CURRENT LIABILITIES
     Bank overdraft                                            --              564
     Accounts payable and accrued liabilities                72,756         54,962
                                                        -----------    -----------
                                                             72,756         55,526

DUE TO SHAREHOLDER                                             --            7,931

DUE TO ASSOCIATED COMPANY                                   719,850        758,702

MINORITY INTEREST                                            24,975         24,975
                                                        -----------    -----------

                                                            817,581        847,134
                                                        -----------    -----------


             SHAREHOLDERS DEFICIENCY
             -----------------------

SHARE CAPITAL                                               970,510        883,454
DEFICIT - accumulated during development stage           (1,775,373)    (1,725,188)
                                                        -----------    -----------
                                                            804,863       (841,734)
                                                        -----------    -----------
                                                        $    12,718    $     5,400
                                                        -----------    -----------


                       Unaudited - Prepared by Management

                                        8
</TABLE>
<PAGE>


                         SOUTHWEST WATER EXPLORATION CO.
                   CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
                FOR THE NINE MONTHS ENDED AS OF DECEMBER 31, 1999
                           (Expressed in U.S. dollars)




                                                       1999              1998
                                                       ----              ----
REVENUE
       Interest Income
                                                            10                39
                                                    ----------        ----------
EXPENSES
      Development                                          272           160,200
      Professional fees                                 24,147            44,113
      Office expense                                     8,475            11,095
      Travel                                             2,724              --
      Bank charges                                         158               117
      Miscellaneous                                        160              --
      Depreciation                                         630               748
                                                    ----------        ----------
                                                        36,566           216,273
                                                    ----------        ----------
NET LOSS BEFORE OTHER ITEMS                             36,556           216,234

FOREIGN EXCHANGE GAIN (LOSS)                               285              --
                                                    ----------        ----------

NET LOSS                                                36,271           216,234

DEFICIT, beginning of period                         1,739,102         1,508,954
                                                    ----------        ----------

DEFICIT, end of period                              $1,775,373        $1,725,188
                                                    ----------        ----------



                       Unaudited - Prepared by Management


                                       9