FORM 10-KSB
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


[x] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 2000.

                                                  Commission file number 0-27947

                        AMERICAN SOUTHWEST HOLDINGS, INC.

DELAWARE                                             86-0800964
--------                                             ----------
(State or other jurisidiction of                     (I.R.S. Employer
incorporation or organization)                       Identification number)

C/O  13545 MILWAUKEE COURT
THORNTON, COLORADO                                   80241
------------------                                   -----
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  303-475-2929
                                                     ------------

Securities registered pursuant to Section 12 (b) of the Act.

                                                     Name of each exchange
         Title of each class                         on which registered
         -------------------                         -------------------

                                    NONE

Securities to be registered under Section 12(g) of the Act:

                                  COMMON STOCK
                                  ------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  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 X    No
                                       ---      ---

Indicate by check mark if the disclosure of delinquent  filers  pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this form 10-KSB [X]

Based on the closing  sales price of $0.07 the  aggregate  sales market value of
the voting and nonvoting common equity held by  non-affiliates of the registrant
was $ 1,320,476.50.

The number of shares  outstanding of the registrant's  common stock,  $0.001 par
value was 18,863,950 as of December 31, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-KSB                            Incorporated Document
                                                   ---------------------



                                        1


<PAGE>





                        AMERICAN SOUTHWEST HOLDINGS, INC.

                                Table of Contents

                                    Page No.

Part I.
     Item 1.      Business                                                     1
     Item 2.      Properties                                                   2
     Item 3       Legal Proceedings                                            3
     Item 4       Submission of Matters to a Vote of Security Holders          3

Part II

     Item 5       Market for Registrant's Common Equity and Related

                  Shareholder Matters                                          4
     Item 6       Selected Financial Data                                      4
     Item 7       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                          5
     Item 7A      Quantitative and Qualitative Disclosures About
                  Market Risk                                                  7

     Item 8       Financial Statements and Supplementary Data                  8
     Item 9       Changes in and Disagreements with Accountants
                  On Accounting and Financial Disclosure                      28

Part III

     Item 10      Directors and Executive Officers of the Registrant          29
     Item 11      Executive Compensation                                      30
     Item 12      Security Ownership of Certain Beneficial Owners
                  And Management                                              29
     Item 13      Certain Relationships and Related Transactions              29

Part IV

     Item 14      Exhibits, Financial Statement Schedules, and Reports
                  On Form 8-K                                                 30



                                        2


<PAGE>




                                     PART I

Item 1. Business
----------------

         American Southwest Holdings,  Inc., (the ACompany@) was incorporated in
the state of Delaware on October 20, 1989, under the name of Cordon Corporation.
On December  15,  1989,  the Company  merged with Cordon  Corporation,  a Nevada
Corporation,  with the Delaware  entity  being the  surviving  corporation.  The
Company filed for  bankruptcy  under Chapter 11 and on April 19, 1994,  the U.S.
Bankruptcy  Court,  Northern  District  of Texas,  issued an order  closing  and
finalizing the bankruptcy  proceedings.  Under the terms of the bankruptcy,  the
Company  was forced to  liquidate  all of its  assets.  The  proceeds  were then
distributed  among  the  creditors,  thereby  satisfying  all of  the  Company's
outstanding  debts.  The Company halted  operations and ceased to do business at
the  conclusion  of  the  bankruptcy   proceedings.   The  Company   utilized  a
Afresh-start@ accounting method in its re-organization.

         On July 14, 1995,  the Company  effected a reverse  split of its $0.001
par value  common  stock at a ratio of one new share for every fifty old shares.
This reduced the total number of shares issued and  outstanding  to 152,207.  At
this time,  Alan Doyle,  Peter  Prentice,  and Willo Stear were appointed to the
Board of  Directors  and Paul Adams and Dave Wilson  resigned  as  officers  and
directors of the Company.

         At  a  Special  Shareholders'  Meeting  held  on  July  28,  1995,  the
Shareholders  ratified a name change of the Company to  Namibian  Copper  Mines,
Inc.

         A  total  of  2,000,000   post-split  shares  and  1,000,000   warrants
exercisable  at US $5.00 on or before August 31, 1998,  were issued to investors
outside of the U.S. in reliance  upon  Regulation S in order to fund the earning
of up to 70% of the Haib Copper Project, a copper mine located in the country of
Namibia.  An  offering  was  commenced  on August 21,  1995,  in  reliance  upon
Regulation  S of the  Securities  Act of 1933,  as amended,  offering  3,000,000
shares of the Company's common to raise additional funds for the purchase of the
Haib Copper Project. A supplementary offering, also under Regulation S, was made
at $3.50 per share plus one  warrant  for every three  shares  purchased.  These
warrants were  exercisable  at $3.50.  All sales of the offering and  supplement
were to non-US  residents in non-U.S.  transactions.  Of these  shares  offered,
1,325,000 were sold.

         Will Stear  resigned  from the Board of Directors on December 15, 1995,
and Peter  Prentice  resigned  from the  Company's  Board of  Directors in 1997.
Billie J. Allred was then  appointed to the Board.  At this time,  the Board was
reduced to two members, Alan Doyle and Billie J. Allred.

         In 1997, the Company failed to meet its commitment to fund its right to
earn a seventy (70%) interest in the Haib Copper Project. As a result, the joint
venture partner,  Great Fitzroy Mines,  N.L., gave notice to forfeit part of the
interest in the project and the  Company's  interest  was reduced to  forty-five
percent (45%).

         In 1998, the Company received a further notice of forfeiture from Great
Fitzroy Mines,  N.L.,  due to its inability to meet its additional  commitments.
The Company lost its interest in the project at that time.

                                        3


<PAGE>



         In April 1999, the Company commenced discussions with two Cypress firms
regarding  acquiring  their rights to various  interests and  agreements  with a
Russian government corporation involved with diamond cutting and marketing.  The
Company proposed to enter into identical  agreements with two entities formed in
and  operating  out of Cyprus.  These  entities  were  Mosquito  Mining  Limited
("Mosquito") and Select Mining Limited ("Select").  Both entities are controlled
by the same parties.

         The agreements were options to purchase  rights to strategic  interests
and  agreements  developed by Mosquito and Select with the Russian  governmental
company JVSC  Alrosazoloto  Co. Ltd. Each set of interests and agreements was to
be purchased in exchange for US $3,250,000 or, at the option of each of Mosquito
and Select, common shares in the Company. The Company was to be able to exercise
its right to the interests and agreements at any time within 120 days of signing
each agreement at its discretion if certain conditions were met.

         After a further  period of due  diligence,  the company  decided not to
proceed with the transaction as had been presented at the annual meeting.

         A  memorandum  of intent was signed  with Wuhan  Pengling  Group in the
People's  Republic of China on May 29, 2000. The Memorandum  provided that Wuhan
and the Company were to pursue mutual  cooperation in identifying and discussing
oil prospects in the Shaanxi  Province and other future  business  opportunities
per the mandate  from the  Central  Chinese  Government.  We continue to discuss
various business opportunities with Wuhan Pengling and other companies in China.

         John A. Yellich was appointed Vice President on June 8, 2000.

The name of the  Corporation  was changed from Namibian  Copper  Mines,  Inc. to
American  Southwest  Holdings,  Inc.  Articles of  Amendment to effect this name
change  were filed with the  Delaware  Secretary  of State on June 12,  2000 and
became effective on June 13, 2000.

         Company  Officers  made a second  trip to China in July  2000  with oil
consultants  to  evaluate  the  potential  of the Wuhan  Pengling  Group and the
Yanchang oil field further.

         On August 15, 2000, Peter Holsworth was appointed a Director and Steven
Liu was named Vice President.

         Company  Officers made an additional trip to China in November 2000 and
contacted  Wuhan  Pengling and Zichang  County  leaders,  notifying them that we
continued to wait on the data. We also met with natural  resource  companies and
government  leaders to discuss other  investments in China. We had meetings with
two of the major oil  companies in China that  periodically  offer oil prospects
for bid. Petro China, a subsidiary of China National Petroleum Corporation,  and
a second major oil company encouraged us to submit a letter of interest prior to
our next visit to China.  At this time, no contract has been signed and there is
no binding obligation between us and any of these entities.

         As a result of the Company not receiving a complete set of data in more
than 8 months, we have notified Wayaobao Oil Company and Zichang County in March
2001 that we have withdrawn our interest and terminated our due diligence of the
Yanchang Oil field.

                                        4


<PAGE>



Item 2:  Properties
-------  ----------

         No licenses  or patents  are  required  for the  Company,  nor does the
Company hold any patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.

         The Company currently  operates a business office out of the offices of
John A. Yellich at 13545 Milwaukee Court, Thornton, Colorado.

         The Company does not own any investments or interests in real property.
There are no plans in place for the Company to make any investments.

Item 3:  Legal Proceedings
-------  -----------------

         The Company has had no legal proceedings during the past year.

Item 4: Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

         The annual  Stockholder's  Meeting  was held June 8, 2000,  in Phoenix,
Arizona and the  stockholders  agreed to change the name of the Corporation from
Namibian Copper Mines,  Inc. to American  Southwest  Holdings,  Inc. Articles of
Amendment to effect this name change were filed with the  Delaware  Secretary of
State on June 12, 2000 and became effective on June 13, 2000. At the 2000 annual
meeting, the shareholders also approved the 2000 incentive stock plan.

         No other matters were  submitted to a vote of security  holders  during
the third and fourth quarter of the fiscal year covered by this report.

                                        5


<PAGE>




                                     PART II

Item 5: Market for Registrant's Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------------

     American  Southwest  Holdings,  Inc.,  common stock,  $0.001 par value,  is
traded on the OTC Bulletin  Board under the symbol ASWT and the  following  have
been the High and Low prices for the times indicated:

<TABLE>
<CAPTION>
DATE                                      HIGH              LOW
<S>                                       <C>               <C>
January-March 2000                        $0.070            $0.040
October-December 1999                     $0.150            $0.080
July-September1999                        $0.300            $0.130
April-June 1999                           $0.562            $0.040
January-March 1999                        $0.093            $0.030
October-December 1998                     $0.093            $0.025
July-September1998                        $0.218            $0.093
April-June 1998                           $0.312            $0.125
January-March 1998                        $0.312            $0.187
October-December 1997                     $0.500            $0.125
July-September1997                        $0.437            $0.187
April-June 1997                           $2.125            $0.875
January-March 1997                        $3.00             $1.125
</TABLE>

     As of December  31, 2000,  there were 364  registered  shareholders  of the
Company  holding a total of  18,863,950  shares of common  stock.  There were no
dividend  restrictions  on the  Company.  Market  makers who have posted bids or
offers during the period were as follows:  Herzog,  Heine, Geduld, Inc., Paragon
Capital  Corporation,  Hill  Thompson  Magid & Co.  Inc.,  Wm. V. Frankel & Co.,
Incorporated,  Knight  Securities,  Inc.,  Sharpe Capital,  Inc., North American
Institutional Brokers, and Wien Securities Corp.

     There have been no cash  dividends  declared on the Company's  common stock
for the past three years.

Item 6:  Selected Financial Data
-------  -----------------------

     None. See financial statements included as part of this filing.




                                        6


<PAGE>




Item 7:  Management's Discussion and Analysis of Financial Condition
-------  -----------------------------------------------------------
         and Results of Operations
         -------------------------


Plan of Operation
-----------------

         The Company has not had any revenues  from  operations in the last four
fiscal years. The Company has had travel expenses and due diligence fees. Monies
for legal and accounting expenses were paid from funds received from the private
sale of equity.

         he  Company  will  need to raise  additional  funds in the next  twelve
months in order to continue its business plan.  The amount  required will depend
upon the business venture.

         The Company  does not expect to expend any time or money to research or
develop any products.  The Company does not expect to purchase  equipment during
the next twelve months.  Additional  employees will be hired as required to meet
the demand based on the business  venture.  The Company  intends to move forward
with some type of  business  combination  of  natural  resources  or  technology
services in China or other areas of the world.

Item 8:  Financial Statements and Supplemental Data
-------  ------------------------------------------

         The  financial   statements  and  financial   statement  schedules  are
incorporated by reference in this report on pages F-1 through F-12.

Item 9:  Changes in and Disagreements with Accountants on Accounting on
-------  ---------------------------------------------------------------
         Accounting and Financial Disclosures
         ------------------------------------

         None

                                    Part III

Item 10:  Directors and Executive Officers of the Registrant.
--------  ---------------------------------------------------

         Alan Doyle -- Chairman, Director, President, Treasurer, Secretary
         Peter Holsworth -- Director
         John A. Yellich -  Vice President
         Steven Liu -- Vice President

ALAN  DOYLE  (Age  46).  Mr.  Doyle  is an  Economic  Geology  graduate  with  a
post-Graduate  diploma in Mineral  Economics.  Mr.  Doyle set up the  investment
banking firm of Turnbull  Doyle  Resources  Pty Ltd,  which  invested in various
international  mining projects.  He then established  Doyle Capital Partners Pty
Ltd as an  investment  banking  firm.  Mr.  Doyle has been the  President  and a
Director of American Southwest  Holdings,  Inc. since July 1995. He was also the
Chairman and Director of International  Precious  Metals,  Inc., from March 1995
until  November  1999, a Canadian  corporation.  Both  Companies  had offices in
Phoenix, Arizona.

JOHN A. YELLICH (Age 56). Mr. Yellich is a Certified Professional Geologist with
a degree in Geology.  From 1986 to 1994, Mr. Yellich was Manager and Director of
Environmental Consulting Services for Union


                                        7


<PAGE>



Pacific Company, US Pollution Control, Inc. in Boulder, Colorado. He was Manager
and Director of  Environmental  Consulting  Services  for Laidlaw  Environmental
Services in Boulder, Colorado, from 1994 to 1997. From 1997 to 1999, Mr. Yellich
was Vice President and Chief Executive Officer of International Precious Metals,
Inc. a Canadian Corporation operating in Phoenix, Arizona that filed for Chapter
11 Bankruptcy  protection on June 19, 1998. From 1998 to the present he has been
a independent consulting geologist for various clients regarding  mining-related
activities  and an OSHA and DOT  consultant  on  special  projects.  He has also
conducted training classes in OSHA and DOT regulations associated with hazardous
materials.  Mr. Yellich has been Vice President of American  Southwest  Holdings
since June 2000.

PETER  HOLSWORTH (Age 57). Peter  Holsworth is the Director of numerous  private
companies   involved   in   new   product   development,    commodity   trading,
telecommunications,  and property development.  Mr. Holsworth is the founder and
Chairman of Syntek  International Pty Ltd., a private companyHe is also a member
of the Institute of Chartered  Accountants  of Australia.  In 1995 and 1996, Mr.
Holsworth was involved in property development where he leased,  developed,  and
subsequently  sub-let an entire Sydney CBD building into retail. In 1997, Syntek
began   negotiations   with  the  Chinese   military  in  Beijing  to  obtain  a
telecommunications  line into  Australia.  Other  companies had previously  been
unsuccessful  in  obtaining  such  lines  and  forming  any  alliance  with this
government  group. By 1998, Syntek had successfully  completed  negotiations and
formed a company,  Transglobal  Exchange Pty Ltd,  specifically for this purpose
and was the Chairman.  Syntek formed a fibre optic cabling  company in Sydney in
July 1999 called Yost Technologies Ltd. Yost was taken over by a public company,
Triton  Resources  Ltd,  in June  2000.  During the time Mr.  Holsworth  was the
Chairman of Yost, the company had operations in Sydney,  Canberra, and Brisbane,
Australia,  and employed over 50 people.  Mr. Holsworth also acted as a director
of Sarandone Pty Ltd and as Financial  Advisor to Ocean Wide Wholesalers Ptd Ltd
from 1995 to 2000.

STEVEN LIU (Age 48). Mr. Liu, originally from Beijing,  China, has been based in
Sydney,  Australia,  for the last ten years. In China, he worked for the Central
Government's  Department  of Foreign  Economics and Trade.  Since  arriving from
China, Mr. Steven Liu has more than 10 years of experience in business  ventures
in China  supporting  private western world  companies and investment  groups in
developing  projects in paper  product,  power  plants,  building  construction,
import  and  export  of  chemical   products,   machine   parts,   oil  and  the
telecommunications  industry.  He has  consulted  and provided  direct  business
support to private companies  investing in China.  Since 1995, Mr Liu has been a
business consultant to Syntek in support to their business development in China.
Mr. Liu is on  assignment to us as a consultant  and is reimbursed  his business
expenses in support of our China prospect development.

                                        8


<PAGE>



Item 11:  Executive Compensation
--------  ----------------------

<TABLE>
<CAPTION>
                                                                 Long-Term Compensation Awards
                               Annual Compensation

                                                            Awards                      Payouts
(a)                           (b)      (c)        (d)       (e)             (f)         (g)          (h)        (i)
                                                            Other           Restricted  Securities
Name and Principal                                          Annual          Stock       Underlying   LTIP       All Other
Position                      Year     Salary($)  Bonus($)  Compensation($) Award(s)    Options/SARs Payouts($) Compensation
--------                      -----    ---------  --------  --------------  --------    ------------ ---------- -------------
<S>                           <C>       <C>        <C>      <C>             <C>          <C>          <C>        <C>
Alan Doyle                    2000     -0-        -0-       $15,000         2,648,000*  -0-          -0-        -0-
President, Secretary,         1999     -0-        -0-       -0-             -0-         -0-          -0-        -0-
Treasurer, Director           1998     -0-        -0-       -0-             -0-         -0-          -0-        -0-
                              1997     -0-        -0-       -0-             -0-         -0-          -0-        -0-
John Yellich, Vice President  2000     -0-        -0-       1,000           -0-         -0-          -0-        -0-
Steven Liu, Vice President    2000     -0-        -0-       -0-             -0-         -0-          -0-        -0-
Peter Holsworth, Director     2000     -0-        -0-       -0-             3,000,000** -0-          -0-        -0-
</TABLE>


* The  securities  issued to Mr. Doyle for services  rendered and includes  both
stock and warrants.  ** These securities were issued to Syntek International Pty
Ltd,, a private company,  of which Mr. Holsworth is Chairman and President,  and
include  2,000,000  warrants for shares of common stock and 1,000,000  shares of
stock.

Item 12:  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

         The following table sets forth, as of December 31, 2000, the beneficial
ownership  of  the  Company's  Common  Stock  by  each  person  known  by  us to
beneficially  own more than 5% of our Common Stock  outstanding  as of such date
and by our officers and directors as a group. Except as otherwise indicated, all
shares are owned directly.

<TABLE>
<CAPTION>
(1)                            (2)                        (3)                           (4)
                               Name and Address of        Amount and Nature             Percent of
Title of Class                 Beneficial Owner           Of Beneficial Ownership       Class(1)
--------------                 ----------------           -----------------------       --------
<S>                            <C>                        <C>                           <C>
Common Stock                   Springbok Investments      2,000,000 shares of           10.60%
                                                          Common Stock

Common Stock                   Alan Doyle                 2,648,000 shares of           18.01%
                               President, Secretary,      common stock(2)
                               Treasurer, Director

Common Stock                   John Yellich               1,000 shares of                0.01%
                               Vice President             common stock

Common Stock                   Peter Holsworth            3,000,000 shares of           15.90%
                               Director                   common stock and
                                                          warrants(3)

Common Stock                   Ross Hannon                2,000,000 shares of            5.30%
                               4 The Grove                common stock and warrants (4)
                               Sydney, NSW, Australia

Common stock                   Directors and Officers     6,399,000 shares              33.92%
                               as a group (3 persons)

</TABLE>


                                        9


<PAGE>


(1) All percentages of beneficial  ownership were calculated based only upon the
28,613,950  shares and warrants if exercised and  outstanding as of December 31,
2000.

(2) This amount  includes  750,000 shares that Mr. Doyle has a right to acquire.
The  percentage of class  calculation in column four indicates only shares owned
and not warrants for shares.

(3) This amount includes  2,000,000  shares that can be acquired if warrants are
exercised.  The  percentage of class  calculation  in column four indicates only
shares owned and not warrants for shares. They are held by Syntek  International
Pty Ltd, of which Mr. Holsworth is Chairman and President.

(4) This amount includes 1,000,000 shares that Mr. Hannon has a right to acquire
if he chooses to exercise his warrants.  The percentage of class  calculation in
column four indicates only shares owned and not warrants for shares.

Item 13:  Certain Relationships and Related Transactions
--------  ----------------------------------------------

None of our officers or directors have been an interested  party to any contract
or other transaction  between us and a third party.  Certain of our officers and
directors,  however,  have received  stock and warrants for services  instead of
cash compensation. These transactions are as follows:

     1.   Billie J. Allred,  former  officer,  and  director,  received  100,000
          shares of stock in exchange for providing us with accounting services.

     2.   Alan Doyle,  President and director,  has received 2,648,000 shares of
          stock and stock  warrants  for his  services.

     3.   John Yellich,  Vice  President,  has received 1,00 shares of stock for
          his services.

     4.   Peter Holsworth,  Director, has received 2,000,000 warrants for shares
          of stock for his services through his company,  Syntek Resources.  Mr.
          Holsworth  is  Chairman  and  President  of  Syntek.  Syntek  has also
          purchased 1,000,000 shares of stock.


Item 14:  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
--------------------------------------------------------------------------

(a)     (1)     Financial Statements:                                       Page

          Report of Independent Public Accountants                           F-1

          Balance Sheets as of December 31, 2000 and 1999                    F-2

          Statement of Operations for the Years ended
            December 31, 2000 and 1999                                       F-4

          Statements of Stockholders' Equity for the years ended
          December 31, 2000 and 1999                                         F-5



                                       10


<PAGE>


          Statement of Cash Flows for the years ended
            December 31, 2000 and 1999                                       F-7

          Notes to Financial Statements                                      F-8

(a)       (2)     Exhibits

         The following exhibits are referenced in this report:

          Articles of Incorporation
          By-Laws

(b)       Reports on 8-K

          The Company has filed  reports on Form 8-K during the previous  fiscal
          year.


                                   SIGNATURES

Pursuant to the  requirements  of Sections  13 or 15 (d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

AMERICAN SOUTHWEST HOLDINGS, INC.

/s/ Alan Doyle
----------------------------------------
By Alan Doyle, Chairman &
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in capacities and on the dates indicated.

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

/s/ Alan Doyle            President, Secretary,             April 11, 2001
--------------            Treasurer, Director               --------------
Alan Doyle

/s/ Peter Holsworth       Director                          April 5, 2001
-------------------                                         -------------
Peter Holsworth

/s/ John Yellich          Vice President                    April 3, 2001
----------------                                            -------------
John Yellich

/s/ Steven Liu            Vice President                    April 5, 2001
--------------                                              -------------
Steven Liu

                                       11


<PAGE>

                       ASHWORTH, MITCHELL, BRAZELTON, PLLC

                               4225 N. BROWN AVE.

                              SCOTTSDALE, AZ 85251

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

Board of Directors
American Southwest Holdings, Inc, (Formerly Namibian Copper Mines, Inc.)

We have audited the accompanying  balance sheet of American Southwest  Holdings,
Inc, (formerly Namibian Copper Mines,  Inc.), a Developmental  Stage Company, as
of December 31, 2000,  and December  31,  1999,  and the related  statements  of
operations,  retained  earnings,  and cash flows for the year then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also included
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of American Southwest  Holdings,
Inc.(Fomerly Namibian Copper Mines, Inc.,), a Developmental Stage Company, as of
December 31, 2000,  December 31, 1999, and the results of its operations and its
cash  flows  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.

As discussed in Note C of the financial  statements this company is still in its
development  stage,  and the  statements  are prepared based upon the assumption
that the company will continue as a going  concern.  The company is still in the
exploration/feasibility  stage  of its  development  and is not  yet  generating
revenue,  and as shown in the financial  statements,  has incurred losses in its
development  stage.  The  financial  statements  do not include any  adjustments
relating to the outcome of this situation.

/s/ ASHWORTH, MITCHELL, BRAZELTON, PLLC
Scottsdale, Arizona
March 29, 2001


<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                                  BALANCE SHEET

                           December 31, 2000, and 1999
<TABLE>
<CAPTION>

                                     ASSETS

                                                   2000                 1999
                                                   ----                 ----
<S>                                                <C>                  <C>
CURRENT ASSETS
     Cash                                          $     24,857         $    212

DEFERRED MINERAL EXPLORATION COSTS

PROPERTY AND EQUIPMENT (AT COST)
     Mining properties (Haib Project)
     Roads
     Machinery and equipment
     Furniture, fixtures and office equipment
                                                   -----------------------------

     Total property and equipment

     Less accumulated depreciation

                                                   -----------------------------
     Net property and equipment


OTHER ASSETS

     Organization Costs, net                                               -
     Deposits and other assets
                                                   -----------------------------

     Net other assets                                                      -
                                                   -----------------------------

     Total Assets                                  $     24,857         $    212
                                                   ============         ========

</TABLE>



   The accompanying notes are an integral part of these financial statements.


<PAGE>



                       AMERICAN SOUTHWEST HOLDINGS, INC.,
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                                  BALANCE SHEET

                           December 31, 2000, and 1999

<TABLE>
<CAPTION>
LIABILITIES

                                                             2000                 1999
                                                             ----                 ----
<S>                                                          <C>                  <C>

CURRENT LIABILITIES
     Accounts Payable                                        $       151,639      $       105,530
     Notes Payable
     Interest Payable
                                                             ------------------------------------
          Total Current Liabilities                                  151,639              105,530

STOCKHOLDER'S EQUITY
     Common stock-authorized, 100,000,000 shares at
       $.001 par value; issued and outstanding, 8,190,960
       shares in 1997 and 6,237,960 in 1996                            18,864              10,944
     Stock warrants                                                    97,500
     Paid in Capital                                               12,148,882          11,329,803
     Deficit accumulated during the development stage             (12,392,028)        (11,446,065)
                                                             ------------------------------------


          Total Stockholder's Equity                                 (126,782)           (105,318)
                                                             ------------------------------------

          Total liabilities and stockholder's equity                   24,857     $           212
                                                                       ======     ===============
</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>



    AMERICAN SOUTHWEST HOLDINGS, INC., (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                               Cumulative
                                                               during           Year ended       Year ended
                                                               development      December 31,     December 31,
                                                               stage            2000             1999
                                                               -----            ----             ----
<S>                                                            <C>              <C>              <C>
Revenue
     Miscellaneous Income                                      $        76,794  $       -        $      -

Expenses
     General and Administrative                                      4,596,886        945,964         193,646
     Organizational Costs                                              120,000                         38,000
     Restatement of prior year expenses resulting
       from write-off of liabilities on the Hiab Project              (266,135)
     Write-down of Hiab mining properties, net                       3,477,840
     Loss of Disposal of Equipment                                      19,753                         19,753
     Write-off of exploration and development costs                      -
        on the Hiab Project                                          4,466,157
     Depreciation                                                       61,465
                                                                     ---------        -------         -------
          Total expenses                                            12,475,966        945,964         251,399

     Loss from development stage operations                        (12,399,172)      (945,964)       (251,399)

     Interest Income                                                     7,144
                                                                     ---------        -------         -------

     Net (loss)                                                $   (12,392,028) $    (945,964)   $   (251,399)
                                                               ===============  =============    ============

     Net (loss) per share                                      $         (1.31)                  $      (0.02)
                                                               ===============  =============    ============

     Weighted average shares                                         9,443,508                     10,103,950
                                                               ===============  =============    ============
</TABLE>


       The accompanying notes are an integrall part of these statements.

<PAGE>





    AMERICAN SOUTHWEST HOLDINGS, INC, (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                  STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                               Accumulated
                                                                     Additional   Common       During The
                                                 Common Stock        Paid-in      Stock        Development
                                             Shares      Amount      Capital      Subscribed   Stage           Total
                                             ------      ------      -------      ----------   -----           -----
<S>                                          <C>        <C>         <C>           <C>          <C>             <C>
Balance at December 31, 1998                  9,263,950  $   9,264   $ 11,243,483              $ (11,194,666)  $   58,081

Shares issued for cash
   900,000 at $.02                              900,000        900         17,100                                  18,000

Shares issued for services
   100,000 shares at $.02                       100,000        100          1,900                                   2,000

Shares issued for cash
   680,000 shares at $.10                       680,000        680         67,320                                  68,000

Net Loss                                                                                            (251,399)    (251,399)
                                                -------        ---         ------   ----------      ---------    ---------

Balance at December 31, 1999                 10,943,950     10,944     11,329,803            -   (11,446,065)    (105,318)

Shares issued for services
    900,000 shares at $.10                      900,000        900         89,100                                  90,000

Warrants issued
     2,400,000 warrants at $.01                                            24,000                                  24,000

Shares Issued for cash with
     warrents attached at $.09                2,400,000      2,400        213,600                                 216,000

Shares issued for services
     1,500,000 at $0.15 per share             1,500,000      1,500        223,500                                 225,000

Shares issued for cash with warrants
      attached 1,600,000 shares at $.09
      per share                               1,600,000      1,600        142,400                                 143,800

Stock issued for cash
     1,520,000 shares at $.10 per share       1,520,000      1,520        150,480                                 152,000


Warrants issued for services rendered
     5,750,000 warrants with value of
     $.01 per warrant                                                      57,500                                  57,500

</TABLE>


<PAGE>


   AMERICAN SOUTHWEST HOLDINGS, INC., (Formerly Namibian Copper Mines, Inc.)

                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                               Accumulated
                                                                     Additional   Common       During The
                                                 Common Stock        Paid-in      Stock        Development
                                             Shares      Amount      Capital      Subscribed   Stage           Total
                                             ------      ------      -------      ----------   -----           -----
<S>                                          <C>         <C>         <C>           <C>          <C>             <C>
Warrants issued with stock purchase
     1,600,000 warrants with value
     of $.01 per warrant                                                   16,000                                  16,000

Net Loss                                                                                            (945,964)    (945,964)
                                             ---------   ------        ----------   ---------      ---------     --------

Balance at December 31, 2000                 18,863,950  18,864        12,246,382      -         (12,392,028)    (126,982)


</TABLE>


<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (Formerly Namibian Copper Mines, Inc.)

                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

                           December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                               Cumulative
                                                               during           Year ended       Year ended
                                                               development      December 31,     December 31,
                                                               stage            2000             1999
                                                               -----            ----             ----
<S>                                                            <C>              <C>              <C>
Cash flows from operating activities
     Net (loss)                                                 $  (12,377,027) $   (945,964)    $  (251,399)
     Adjustments to reconcile net loss to net
       used in operating activities:
         Services paid by common stock                                  76,202
         Depreciation                                                   61,464
         Decrease in accounts receivable                                   760
         Amortization of organizational costs                          120,000                        38,000
         Decrease (increase) in deposits and other assets                 (760)
         Increase (decrease) in accounts payable                      (779,273)       46,109         105,529
         Increase (decrease) in notes payable                       (1,696,722)
         Increase (decrease) in interest payable                         7,113
                                                                         -----        ------         -------
         Net cash (used) by operating activities                   (14,588,243)     (899,855)       (107,870)

Cash flows from investing activities
         Write-off of exploration costs                              4,466,157
         Write-off of machinery & office eqpt                           19,753                        19,753
         Purchase of property and equipment                           (931,920)
         Expenditures on mineral exploration costs                  (3,283,917)
         Write down of mining properties                             5,654,010
                                                                     ---------       --------         -------
         Net cash (used) by investing activities                     5,924,084                        19,753
                                                                     ---------       --------         -------
Cash flows from financing activities
         Sales of common stock                                       7,884,016       924,500          88,000
         Common stock subscriptions received                           805,000
                                                                     ---------       --------         -------

         Net cash provided by financing activities                   8,689,016       924,500          88,000
                                                                     ---------       --------         -------

         Net increase (decrease) in cash                                24,857        24,645            (116)

         Cash at the beginning of period                                                 212             328
                                                                     ---------       --------         -------
         Cash at end of period                                  $       24,857        24,857     $       212

</TABLE>

    The accompanying notes are an integral part of these financial statements



<PAGE>


    AMERICAN SOUTHWEST HOLDINGS, INC. (Formerly Namibian Copper Mines, Inc.)

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000

American Southwest  Holdings,  Inc.,  (formerly Namibian Copper Mines,  Inc.), a
Development  Stage  Company,  (the  "Company")  is  a  mineral  exploration  and
development  company whose sole purpose was to initially explore and develop the
Haib  Copper  Project in Namibia,  Africa.  Currently  the Company is  exploring
business opportunities in China in the petroleum industry, and other ventures in
the United States and the world community.

The Company was incorporated in the state of Delaware on October 20, 1989, under
the name of Cordon  Corporation and  subsequently  changed its name to Ameriserv
Financial Corporation  ("Ameriserv").  On April 19, 1994, bankruptcy proceedings
for Ameriserv were finalized in the US Bankruptcy  Court,  Northern  District of
Texas.  Under the terms of the  reorganization  plan,  Ameriserv  was  forced to
liquidate  all of its  assets  and the  proceeds  were  distributed  amount  the
creditors,  thereby satisfying all of Ameriserv's  outstanding debts.  Ameriserv
ceased operations at the conclusion of the bankruptcy proceedings.

At a special shareholders meeting held on July 28, 1995,  shareholders  ratified
the name change of the company from Ameriserv to Namibian Copper Mines, Inc. The
shareholders  also approved the Company  entering into a Farm-In  Agreement with
Great Fitzroy  Mines N.L. in order to earn a 70% equity in the Haib  Agreements,
the  Company  undertook a reverse  split on the basis of 50:1 which  reduced the
shares held by the pre-bankruptcy shareholders to 30,367.

In July 1995, a private  placement of the Company's  common stock was undertaken
in order to fund  preliminary  work on the Haib Copper Project,  provide working
capital to the Company,  and to enable the company to undertake more substantial
capital  raising in the  future.  Seed  capital  was raised  which  resulted  in
2,967,493 fully paid shares being issued.  As compensation for services rendered
in conjunction with the private  placement,  the Company issued 1,502,000 shares
to two entities; such shares were recorded at their par value.

The Company  issued  Peter  Prentice  and Alan Doyle,  directors of the Company,
249,000  fully paid shares each as  compensation  for  services  rendered;  such
shares were recorded at the private  placement price of $0.15 per share,  with a
corresponding charge to expenses.

The Company is party to an agreement  (the "Swanson  Agreement")  to acquire the
mining claims owned by Mr. Swanson's company, Haib Copper Co. (Pty) Limited. The
total  purchase   consideration   is  $3,780,000   subject  to  CPI  indexation.
Installments totaling $427,000 has been paid


<PAGE>



to Mr. Swanson. The Swanson Agreement entitled the Company to explore the claims
and carry out test mining to obtain bulk samples for feasibility  studies.  When
the Company  defaulted on their Farm-in  Agreement,  in 1997, their interests in
the Swanson Agreement  transferred to Great Fitzroy Mines,  their  joint-venture
partner.

At the annual Stockholder's Meeting, held June 8, 2000, in Phoenix, Arizona, the
stockholders  agreed to change the name of the Corporation to American Southwest
Holdings,  Inc.  They  also  gave the  Board of  Directors  authority  to pursue
negotiations  and discussions for a joint venture on the Yanchang oil project in
Zichang  County of Shaanxi  Province  and other  areas in the  Republic of China
regarding oil and gas exploration,  natural  resources and technology  including
other regions of the world. The Company has not received  adequate data from the
Chinese  companies  associated  with the  projects in Zichang  County of Shaanxi
Province.  Since  this  information  has not  been  received,  the  Company  has
determined  to withdraw  from the  Yanchang  Oil  project.  The Company has made
additional  contacts  with  two  other  major  oil  companies  in  China  and is
considering  further  discussions  with them. The Company is also  continuing to
contact  regional and  national  firms in China and other parts of the world for
potential business opportunities.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Accounting Method
     -----------------

     The  Company's  financial  statements  are  prepared  using  United  States
     generally accepted accounting principles with a fiscal year ending December
     31.

2.   Deferred Mineral Exploration Costs and Mineral
     ----------------------------------------------

     Properties
     ----------

     Costs of  acquisition  and  development  relating  to the Haib  Project are
     capitalized on an area of interest basis.

3.   Depreciation
     ------------

     Depreciation is computed on a straight-line basis over an estimated service
     life of five years.

4.   Income Taxes
     ------------

     The Company has a net operating loss of  approximately  $12,000,000,  which
     may be carried  forward to reduce  taxable  income in future years  through
     2011.  Because of the loss, no current  provision for income taxes has been
     recorded for the year ended December 31, 2000.


<PAGE>


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

5.   Foreign Currency Transactions
     -----------------------------

     Monetary  assets and liabilities in foreign  exchange  currencies have been
     translated  into United States dollars at the exchange rates  prevailing at
     the balance sheet date. Other assets and liabilities,  revenue and expenses
     arising from foreign  currency  transactions  have been  translated  at the
     exchange rate prevailing at the date of the  transaction.  Gains and losses
     arising from these translation policies are included in income.

6.   Use of Estimates
     ----------------

     In preparing  financial  statements in conformity  with generally  accepted
     accounting  principles,  management  is  required  to  make  estimates  and
     assumptions that affect the reported amounts of assets and liabilities, the
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

7.   Estimated Fair Value Information
     --------------------------------

     Statement of Financial  Accounting  Standards ("SFAS") No. 107, "Disclosure
     about Fair  Value of  Financial  Instruments"  requires  disclosure  of the
     estimated  fair  value  of an  entity's  financial  instrument  assets  and
     liabilities,  as defined, regardless of whether recognized in the financial
     statements of the reporting  entity.  The fair value  information  does not
     purport to represent the aggregate net fair value of the Company.

     The following  methods and assumptions were used to estimate the fair value
     of each  class of  financial  instruments  for which it is  practicable  to
     estimate that value:

     Cash
     ----

     The carrying value amount approximates fair value.

     Notes Payable
     -------------

     Fair  value  can not be  determined  due to the  Company's  lack of  credit
     history.


<PAGE>



NOTE C- DEVELOPMENT STAGE AND GOING CONCERN

Since July 28,  1995,  the  Company  has been in the  development  stage and its
principal  activities have consisted of raising capital,  obtaining  property or
exploration  rights and conducting  exploratory  operations in  anticipation  of
completing a feasibility study on the Haib Copper Project.

The accompanying financial statements have been prepared on the basis of a going
concern,  which  contemplates  the  realization  of assets  and  liquidation  of
liabilities in the normal course of business.  The Company is not yet generating
revenue from mining  operations  and, at December 31, 1997,  has  accumulated  a
deficit from its operating activities and has incurred substantial  obligations.
Continuation  of the Company as a going concern is dependent  upon,  among other
things,  obtaining  additional  capital,  and achieving  satisfactory  levels of
profitable  operations.  The financial statements include adjustments  resulting
from the default on the Farm-In  Agreement with Great Fitzroy Mines N.L. and the
write-down of assets  relating to the Haib  Project.  It is unlikely the Company
will continue in the mining activities associated with the Haib Project.

In  April  1999,  the  Company  commenced  discussions  with two  Cypress  firms
regarding  acquiring  their rights to various  interests and  agreements  with a
Russian government corporation involved with diamond cutting and marketing.  The
Company proposed to enter into identical  agreements with two entities formed in
and operating out of the island nation of Cyprus.  These  entities were Mosquito
Mining Limited ("Mosquito") and Select Mining Limited ("Select").  Both entities
are controlled by the same parties.

The  agreements  were  options to purchase  rights to  strategic  interests  and
agreements  developed  by  Mosquito  and Select  with the  Russian  governmental
company JVSC  Alrosazoloto  Co. Ltd. Each set of interests and agreements was to
be purchased in exchange for US $3,250,000 or, at the option of each of Mosquito
and Select, common shares in the Company. The Company was to be able to exercise
its right to the interests and agreements at any time within 120 days of signing
each agreement at its discretion if certain conditions were met.

A  shareholder's  meeting  was held on  August 2,  1999.  At this  meeting,  the
shareholders  approved the proposed  agreements.  Members authorized a corporate
name change, to American Southwestern Holdings, Inc., and an 8:1 rollback of the
Company's common stock subject to a 120 due diligence period.

After a further period of due diligence, the company decided not to proceed with
The transaction as had been presented at the annual meeting.


<PAGE>


NOTE C - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)

Discussions  have been held with various firms during the first quarter of 2000,
in regards to selling the shares of the company. These discussions have not been
advantageous to the Company, and no discussions are currently in process.

At the annual Stockholder's meeting held June 8, 2000, the Company discussed the
prospect of entering  into a joint venture  agreement for a possible  project in
the  People's  Republic of China.  This  project was in the field of oil and gas
production.  Due diligence was commenced  with  information  requested  from the
Chinese firms.  After long delays,  the  information  requested from the Chinese
firm  was not  received,  and the  Board of  Directors  has  withdrawn  from the
Yanchang project in the Zichang County of Shaanxi Province of China.  Additional
contacts  have been made with two of the major  Chinese oil  companies  during a
subsequent  trip to China.  Petro China and China National  Petroleum Corp. have
encouraged  the Company to return to China and  discuss  how the  Company  could
participate in the next suite of oil  development  blocks that will be put up to
bid by the Chinese government.  The Company is also pursuing other opportunities
on a regional and national  basis in China and other natural  resource  areas of
the world for investing.

NOTE D - DEFAULT ON FARM-IN AGREEMENT

During 1997, the Company was unable to raise  sufficient funds for the continued
development of the Haib Project.  As a result,  the Company has defaulted on its
Farm-In  Agreement  with Great  Fitzroy  Mines NL to earn an 80% interest in the
Haib project.  At December 31, 1997, the following  adjustments  and write-downs
were made to reduce assets to their expected net realizable value.

Deferred Mineral Exploration costs in the amount of $4,887,852 were written off.

In 1997,  total  capitalized  costs of the Haib mining property in the amount of
$5,740,262 were reduced by $4,151,463 to $1,588,799  representing a 20% interest
in the Haib project.

Liabilities  in the amount of $2,684,118  relating to the Haib project have been
written off.

Prior year expenses  resulting  from the write-off  liabilities in the amount of
$266,136 have been restated (reduced).

Effective  December 31, 1998,  additional  write-offs  of  $1,588,788  were made
resulting in the Company owning no residual interest in the Haib Project.


<PAGE>



NOTE D - DEFAULT ON FARM-IN AGREEMENT

In 1999,  the Company  determined  that it needed to write off all its remaining
fixed  assets,  as they we no longer owned by the  Company.  All  machinery  and
office  equipment  were  removed  from  the  balance  sheet  and the loss on the
disposition of these assets was noted. Expenses were recorded for the purpose of
getting the Company ready to re-register  its stock on the NASD Bulletin  Board.
The Company has successfully  completed the filing of its financial  information
with the SEC.  Accordingly,  the Company is in compliance  with the new NASD OTC
Bulletin Board  eligibility  rules for continued  quotation as a fully reporting
company.

NOTE E - WARRANTS

At December  31,  2000,  the Company has  9,750,000  outstanding  warrants to be
redeemed.


<PAGE>