UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


[X]  ANNUAL REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 2002.

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from __________ to __________

Commission file number 0-27947


                        AMERICAN SOUTHWEST HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Name of small business issuer in its charter)


         DELAWARE                                          86-0800964
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


   c/o AMB, PLLC
   4225 N. BROWN AVE., SCOTTSDALE, ARIZONA                    85251
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (ZIP Code)

Issuer's telephone number:  (480) 946-4006
                            --------------

Securities registered under Section 12(b) of the Exchange Act:  NONE

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days.
Yes [ ]  No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  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]


<PAGE>

Based on the closing  sales price of $0.02 the  aggregate  sales market value of
the voting and nonvoting common equity held by  non-affiliates of the registrant
was $443,279.

The number of shares  outstanding of the registrant's  common stock,  $0.001 par
value was 22,163,950 as of December 31, 2002.





                                      -ii-
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                                Table of Contents

                                                                       Page No.
                                                                       --------

Part I.
     Item 1. Business                                                       1
     Item 2. Properties                                                     3
     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                                            3
     Item 6  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                            4
     Item 7  Financial Statements and Supplementary Data                    4
     Item 8  Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure                        17
     Item 8A Controls and Procedures                                       17

Part III
     Item 9  Directors and Executive Officers of the Registrant            17
     Item 10 Executive Compensation                                        18
     Item 11 Security Ownership of Certain Beneficial Owners
             and Management                                                19
     Item 12 Certain Relationships and Related Transactions                20
     Item 13 Exhibits, Financial Statement Schedules, and Reports
             On Form 8-K                                                   20

Signatures                                                                 21


                                     -iii-

<PAGE>

                                     PART I

Item 1. Business

     American Southwest Holdings,  Inc., (the "Company") 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
"fresh-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.


                                       1
<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.  We have notified  Wayaobao Oil Company adnd Zichang
County March 2001 that we have  withdrawn  our interest and  terminated  our due
diligence of the Yanchange  Oil field.  The project is not being pursued at this
time.

     Since the Company has terminated its relationship with Wayaobao Oil Company
and Zichang  County in China in March of 2001,  they have been  assessing  other
business  opportunities  throughout  the world.  As of this date,  no  favorable
opportunity has been presented to them. They are researching other opportunities
as they are presented.

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

     On December 31, 2002,  all  directors  and  officers  resigned  except Alan
Doyle,  who  remains  as sole  officer  and  director,  and Peter  Halsworth  as
director.


                                       2
<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 Ted
Brazelton at 4225 N. Brown Ave., Scottsdale, Arizona 85251.

     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

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


                                     PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     There is currently no public  market for the Common Stock of the Company or
any other securities of the Company and there can be no assurance that a trading
market will develop in the future.

     As of December 31, 2002,  there were  22,163,950  shares of common stock of
the Company outstanding.






                                       3
<PAGE>

ITEM 6: 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 five
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.

     The 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 on moving forward
with some type of business combination.

ITEM 7:  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountant                             5

Balance Sheet as of December 31, 2002, and 2001                               6

Statement of Operations For the Years 2002, 2001, 2000 and
the Period From Inception October 20, 1989 to December 31, 2002               7

Statement of Stockholders' Equity (Deficit) From October 20, 1989
(Inception) to December 31, 2002                                              8

Statement of Cash Flows for the Years 2002, 2001, 2000 and the
Period From Inception October 20, 1989 to December 31, 2002                  10

Notes to Financial Statements                                                11


                                       4
<PAGE>

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To the Board of Directors and Audit Committee
American Southwest Holdings Inc.

I have audited the  accompanying  balance sheet of American  Southwest  Holdings
Inc., (formerly Namibian Copper Mines, Inc.) (a Development Stage Company) as of
December  31,  2002,  and  2001  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for the years 2002, 2001 and 2000 and the
period from October 10, 1989  (inception) to December 31, 2002.  These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  Those  standards  require that I 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 includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, financial position of American Southwest Holdings, Inc. as of
December  31,  2002,  and  2001  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for the years 2002, 2001 and 2000 and the
period from October 10, 1989 (inception) to December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the Company has no established  source of revenue and no
operations.  This  raises  substantial  doubt  about the  Company's  ability  to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from this uncertainty.

                                                     Shelley International CPA

September 25, 2003
Mesa Arizona


                                       5
<PAGE>


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

                                  BALANCE SHEET

                        As of December 31, 2002, and 2001

                                                          December 31,
                                                      2002            2001
                                                 ------------------------------

                      ASSETS

Cash                                             $          --    $          --
                                                 ------------------------------

     Total Current Assets                                   --               --

Total Assets                                     $          --    $          --
                                                 ==============================



         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                              $      79,688    $     187,390
                                                 ------------------------------

Stockholders Equity

Common Stock
    Authorized shares 100,000,000,
    shares outstanding 22,163,950 at
    December 31, 2002, 18,863,950 shares
    at December 31,2001, par value $0.001         $     22,164     $     18,864

    Paid in Capital                                 12,408,082       12,246,382

    Deficit accumulated during
    development stage                              (12,509,934)     (12,452,636)
                                                 ------------------------------

    Total Stockholders' Equity (Deficit)               (79,688)        (187,390)
                                                 ------------------------------

    Total Liabilities and Stockholders' Equity   $          --      $        --
                                                 ==============================



        The accompanying notes are an integral part of these statements.


                                       6
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF OPERATIONS

          FOR THE YEARS 2002, 2001, 2000 AND THE PERIOD FROM INCEPTION
                     OCTOBER 20, 1989 TO DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                         Year            Year            Year          Period from
                                         2002            2001            2000        October 20, 1989
                                                                                      (inception) to
                                                                                     December 31, 2002
                                     -----------------------------------------------------------------
<S>                                  <C>             <C>             <C>             <C>
Revenue misc. (including interest)   $         --    $         --    $         --    $          83,938
                                     -----------------------------------------------------------------

Expenses

Organizational Costs                           --              --              --              120,000
Write off of Hiab Project                      --              --              --            7,697,615
Depreciation                                   --              --              --               61,465
General and Administrative                 57,298          60,608         945,964            4,714,793
                                     -----------------------------------------------------------------

Total Expenses                             57,298          60,608         945,964           12,593,873
                                     -----------------------------------------------------------------

Income before Income Taxes                (57,298)        (60,608)       (945,964)         (12,509,935)
                                     -----------------------------------------------------------------

Provision for Income Taxes                     --              --              --                   --
                                     -----------------------------------------------------------------

Deficit                              $    (57,298)   $    (60,608)   $   (945,964)   $     (12,509,935)
                                     -----------------------------------------------------------------

Basic

Earnnings (Loss) per share                      *               *           (0.06)          (0.66)
                                     -----------------------------------------------------------------

Weighted Average Shares                20,513,950      14,903,950      14,903,950      18,863,950
                                     -----------------------------------------------------------------
-------------------
* = less than $0.01
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       7
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

             FROM OCTOBER 20, 1989 (INCEPTION) TO DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                          Common Stock              Paid in       Warrants      Accumulated    Total Equity
                                     Shares         Amount          Capital                       Deficit
                                   ----------    ------------    ------------   ------------   ------------    ------------
<S>                                <C>           <C>             <C>            <C>            <C>             <C>
Balance, December 31, 1999         10,943,950    $     10,944    $ 11,329,803   $         --   $(11,446,065)   $   (105,318)

Shares issued for services
900,000 shares at $0.10               900,000             900          89,100             --             --          90,000

Shares issued for cash with
warrants attached at $0.09          2,400,000           2,400         189,600         24,000             --         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 $0.09 per share           1,600,000           1,600         126,400         16,000             --         144,000

Stock issued for cash
1,520,000 shares at $0.10
per share                           1,520,000           1,520         150,480             --             --         152,000

Warrants issued for services
rendered 5,750,000 warrants
with value of $0.01 per warrant            --              --              --         57,500             --          57,500

(Deficit) for year                         --              --              --             --       (945,964)       (945,964)
                                   ----------    ------------    ------------   ------------   ------------    ------------

Balance, December 31, 2000         18,863,950          18,864      12,108,883         97,500    (12,392,029)       (166,782)

(Deficit) for year                         --              --              --             --        (60,608)        (60,608)
                                   ----------    ------------    ------------   ------------   ------------    ------------

Balance, December 31, 2001         18,863,950          18,864      12,108,883         97,500    (12,452,637)       (227,390)
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       8

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - CONTINUED

             FROM OCTOBER 20, 1989 (INCEPTION) TO DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                          Common Stock              Paid in       Warrants      Accumulated    Total Equity
                                     Shares         Amount          Capital                       Deficit
                                   ----------    ------------    ------------   ------------   ------------    ------------
<S>                                <C>           <C>             <C>            <C>            <C>             <C>
Stock issued for cash 400,000
shares at $0.04 per share
Warrants issued with stock
400,000 warrants at $0.01 per
warrant                               400,000             400          15,600          4,000             --          20,000

Stock issued for debt at $0.04
per share
29,000 warrants issued at $0.01     2,900,000           2,900         113,100         29,000             --         145,000

(Deficit) for year                         --              --              --             --        (57,298)        (10,433)
                                   ----------    ------------    ------------   ------------   ------------    ------------

Balance, December 31, 2002         22,163,950    $     22,164    $ 12,237,583   $    130,500   $(12,509,935)   $   (119,688)
                                   ==========    ============    ============   ============   ============    ============
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       9
<PAGE>
                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENT OF CASH FLOWS

          FOR THE YEARS 2002, 2001, 2000 AND THE PERIOD FROM INCEPTION
                     OCTOBER 20, 1989 TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                         Year            Year            Year          Period from
                                         2002            2001            2000        October 20, 1989
                                                                                      (inception) to
                                                                                     December 31, 2002
                                     -----------------------------------------------------------------
<S>                                  <C>             <C>             <C>             <C>

Operating Activities
  Deficit for Period                  $    (57,298)   $    (60,608)   $   (945,964)  $     (12,509,935)
  Services paid by Stock                        --              --         282,500             284,500
  Change in Accounts Payable              (107,702)         35,751          46,109              79,689
  Cash Used in Operations                 (165,000)        (24,857)       (617,355)        (12,145,746)
                                     -----------------------------------------------------------------

Cash Utilized for Investments                  --              --              --                   --
                                     -----------------------------------------------------------------
Financing Activities
  Sale of Stock and Warrants              165,000              --         642,000           12,145,746
                                     -----------------------------------------------------------------

  Cash from Financing                     165,000              --         642,000           12,145,746
                                     -----------------------------------------------------------------
Net Change in Net Cash                         --         (24,857)         24,645                   --

Cash Beginning of Period                       --          24,857             212                   --
                                     -----------------------------------------------------------------

Cash End of Period                   $         --    $         --    $     24,857    $              --
                                     =================================================================

Supplemental Information

Year 2002
 Taxes Paid $0, Interest Paid $0
Year 2001
 Taxes Paid $0, Interest Paid $0
Year 2000
 Taxes Paid $0, Interest Paid $0

Non cash transactions
  See Note on Stockholder Equity
  for transactions
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       10
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.   OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES

American  Southwest  Holdings,  Inc.  (formerly  Namibian Copper Mines,  Inc.) a
development stage company, is a mineral  development  company. It has previously
investigated and initially invested in the Hiab Copper Project. The fund raising
for this  project  was  unsuccessful  and all  initial  investment  was lost and
written off. Currently,  the Company is investigating projects in Australia.  In
accordance with SFAS 7 the Company is considered a development stage company.

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
Amerserv finalized in the US Bankruptcy Court, Northern District of Texas.

On July 28, 1995 the name was changed to Namibian  Copper  Mines,  Inc.  and the
Haib Copper Project begun. Funds were raised through private placement and stock
was issued for a joint  interest  in this  project.  The  Company  was unable to
fulfill its  obligations  under the  contract and  subsequently  lost all of its
ownership in the project.

On June 9, 2000 the name was changed to American Southwest Holdings, Inc.

BASIS OF PRESENTATION AND GOING CONCERN

The accompanying  statements have been prepared following  accounting  standards
generally  accepted  in the  United  States  of  America.  As  reflected  in the
accompanying  financial statements,  the Company has no cash flow, no operations
and no assets.  The statements have been prepared assuming that the Company will
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

Currently, management is investigating mining activities in Australia.

REVENUE RECOGNITION

Except for some miscellaneous  revenue,  (which includes interest);  the Company
has had no revenue to date.

RESEARCH AND DEVELOPMENT

Research  and  development  is expensed as  incurred.  To date there has been no
research and development.

ADVERTISING

Advertising and marketing costs are expensed as incurred. To date there has been
no advertising.


                                       11
<PAGE>

EQUIPMENT

Equipment  is  depreciated  using the  straight-line  method over its  estimated
useful  lives,  which  range from five to seven  years.  There is  currently  no
equipment.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

EARNINGS PER SHARE

The basic earnings  (loss) per share is calculated by dividing the Company's net
income (loss) available to common shareholders by the weighted average number of
common  shares  during  the  year.  The  diluted  earnings  (loss)  per share is
calculated  by dividing  the  Company's  net income  (loss)  available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted  number  of  shares  adjusted  as of the  first  of the  year  for  any
potentially dilutive debt or equity.

At the end of  December  31,  2002  the  Company  had  13,050,000  warrants  for
13,050,000  shares of common stock.  These  warrants all expire on July 1, 2004.
All of  these  warrants  are  anti-dilutive  and as  such  are  not  used in the
calculation of the weighted average number of shares.  If these warrants were to
be  exercised  for 2002 and 2001 the  resulting  earnings per share shown on the
Statement of Operations would not change as it is already less than $0.01.

The Company has no potentially dilutive securities outstanding at the end of the
statement periods, except for the warrants mentioned above. Therefore, the basic
and diluted earnings (loss) per share are presented on the face of the statement
of operations as the same number.

STOCK BASED COMPENSATION TO EMPLOYEES AND DIRECTORS

The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, ACCOUNTING FOR STOCK-BASED  COMPENSATION.  In this statement stock
based  compensation  is based on the fair value method for the  valuation of its
securities given as compensation to employees.

SECURITIES BASED COMPENSATION TO NON-EMPLOYEES

SFAS 123 provides that stock compensation paid to non employees be recorded with
a value which is based upon the fair value of the services rendered or the stock
given,  whichever is more reliable.  The common stock paid to non-employees  was
valued at the value of the services rendered.


                                       12
<PAGE>

NOTE 2.  STOCKHOLDERS' EQUITY

On July 28, 1995 the shareholders  agreed to a 50 to 1 reverse stock split. This
stock split has been applied in the  presentation  of all issued and outstanding
shares in the accompanying financial statements.

YEAR 2001 EQUITY TRANSACTIONS

None.

YEAR 2002 EQUITY TRANSACTIONS

During the year,  400,000  shares and 400,000  warrants were issued for $20,000.
The stock was valued at $0.04 per share and the  warrants  were  valued at $0.01
per share.

During  the year,  2,900,000  shares  and  2,900,000  warrants  were  issued for
$145,000 of debt.  The stock was valued at $0.4 per share and the warrants  were
valued at $0.1 per warrant.

WARRANTS

Below is a schedule of the outstanding  warrants.  All of them expire on July 1,
2004.

         Year               Number        Exercise Price        Value
         ----             ----------      --------------        -----
         2000              5,750,000          $0.10             $0.01
         2000              4,000,000           0.15             $0.01
         2002              3,300,000           0.10              0.01
                          ----------
         Total            13,050,000
                          ----------

NOTE 3.  INCOME TAXES:

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is  $1,583,691,  which is  calculated  by  multiplying  a 15%
estimated tax rate by the cumulative  NOL of  $10,557,939.  The total  valuation
allowance is a comparable $1,583,691.


                                       13
<PAGE>

The provision for income taxes is comprised of the net change in deferred  taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

                                                             2002
                                                          ----------
       Net change in deferred taxes since inception        1,583,691
       Valuation account by year                          (1,583,691)
       Current taxes payable                                       0
                                                          ----------

       Provision for Income Taxes                                  0
                                                          ----------

Below is a chart  showing the  estimated  federal net  operating  losses and the
years in which they will expire.

         Year                Amount            Expiration
         ----              ----------          ----------
         1996               2,327,161             2016
         1997               6,286,760             2017
         1998               1,700,877             2018
         1999                 237,400             2019
         2000                   1,201             2020
         2001                       0             2021
         2002                   4,540             2022
                           ----------

         Total NOL         10,557,939
                           ----------

Internal  Revenue Code (IRC)  Section 382  restricts the amount of net operating
loss  carry  forward  that can be  utilized  in a year if there has been a fifty
percent  ownership   change.   Because  of  the  recent  stock  sales  ownership
percentages  have changed  somewhat.  However,  because the valuation  allowance
account established effectively negates any need for an in depth review of stock
ownership changes, no analysis was performed on stock ownership to verify if the
Company's ownership would be covered by IRC Section 382.

NOTE 4.  LEASES AND OTHER COMMITMENTS:

The Company has no leases  either  financing or  operating.  The Company has not
contingencies.

NOTE 5.  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent  accounting  standards and their effect on
the Company.

SFAS 145 EXTRA-ORDINARY ITEM CLASSIFICATION, SALE-LEASE-BACK CLASSIFICATION

This statement  rescinds SFAS 4, 44 and 64 and reinstates APB 30 as the standard
for the  classification  of gains and  losses of the  extinguishment  of debt as


                                       14
<PAGE>

extra-ordinary items. This standard also amends SFAS 13 in that it requires that
capital  leases  that are  modified so that the  resulting  lease  agreement  is
classified  as an  operating  lease be accounted  for under the  sale-lease-back
provisions of SFAS 98. The effective date of this statement is May 15, 2002.

SFAS 146 ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 ACQUISITIONS OF CERTAIN  FINANCIAL  INSTITUTIONS - AN AMENDMENT OF FASB
STATEMENT NO. 72 AND 144 AND FASB INTERPRETATION NO. 9

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

SFAS 148 ACCOUNTING FOR STOCK-BASED COMPENSATION-TRANSITION AND DISCLOSURE

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  AMENDMENT  OF  STATEMENT  133 ON  DERIVATIVE  INSTRUMENTS  AND HEDGING
ACTIVITIES

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement NO. 133,  ACCOUNTING FOR DERIVATIVE  INSTRUMENTS
AND HEDGING ACTIVITIES.

SFAS 150 FINANCIAL  INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH  LIABILITIES AND
EQUITY

This  Statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

NOTE 6.  RELATED PARTIES

The  Company  neither  owns nor leases  any real or  personal  property.  Office
services are provided  without charge by the officer of the Company.  Such costs
are  immaterial  to the  financial  statements  and  accordingly,  have not been
reflected  therein.  The officers  and  directors of the Company are involved in
other  business  activities  and may,  in the future,  become  involved in other


                                       15
<PAGE>

business  opportunities.  If a specific business  opportunity becomes available,
such persons may face a conflict of interest.  The Company has not  formulated a
policy for the resolution of such conflicts.

NOTE 7.  SEGMENT INFORMATION

Segment information is presented in accordance with SFAS 131,  DISCLOSURES ABOUT
SEGMENTS OF AN ENTERPRISE AND RELATED  INFORMATION.  This standard is based on a
management  approach,  which  requires  segmentation  based  upon the  Company's
internal  organization and disclosure of revenue based upon internal  accounting
methods. Currently there is not revenue to segment.



                                       16
<PAGE>

ITEM 8:  CHANGES  IN  AND  DISAGREEMENTS   WITH  ACCOUNTANTS  ON  ACCOUNTING  ON
         ACCOUNTING AND FINANCIAL DISCLOSURES

     None

ITEM 8A:  CONTROLS AND PROCEDURES

     Our President (Chief Executive Officer) and Treasurer  (Principal Financial
Officer),  based on the evaluation of our disclosure controls and procedures (as
defined in rules 13a-15(e) or 15d-15(e) of the Securities  Exchange Act of 1934,
as  amended)  required  by  paragraph  (b) of Rule  13a-15 or Rule  15d-15,  has
concluded that, as of December 31, 2002, our disclosure  controls and procedures
were  effective  to ensure that the  information  we are required to disclose in
reports that we file or submit under the  Securities and Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange  Commission  rules and forms.  During the fiscal year
ended  December  31,  2002,  there was no change in our  internal  control  over
financial  reporting  identified in connection  with the evaluation  required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                    PART III

ITEM 9:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Alan Doyle -- Chairman, Director, President, Treasurer, Secretary
Peter Holsworth -- Director

ALAN  DOYLE  (Age  50).  Mr.  Doyle  is an  Economic  Geology  graduate  with  a
post-Graduate  diploma  in  Mineral  Economics.  He worked  for and held  senior
positions with several large international  resource companies prior to entering
the financial services industries in the early 1980s. Mr. Doyle then worked as a
mining analyst and in the corporate division for two international  stockbrokers
before  setting up his own corporate  advisory firm in 1990. He later set up the
investment  banking firm of Turnbull Doyle  Resources Pty Ltd, which invested in
various  international  mining  projects.  Subsequently,  Mr. Doyle set up Doyle
Capital  Partners Pty Ltd as an investment  banking firm. Mr. Doyle has been the
President and a Director of the Company since July 1995.


                                       17
<PAGE>

PETER  HOLSWORTH  (Age 60),  Mr.  Holsworth  is a Director of  numerous  private
companies in Australia. They are involved in new product development,  commodity
trading, telecommunications and property development. During his business career
Mr. Holsworth has owned and managed successful  businesses both in Australia and
overseas. Mr. Holsworth is the founder and chairman of Synteck International Pty
Ltd. He is a member of the Institute of Chartered Accountants of Australia.

ITEM 10:  EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                                                             Long-Term
                                   Annual Compensation                  Compensation Awards
                               ------------------------------------  -------------------------
                                                    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            2002             0         0  $        15,000  2,648,000*              0             0              0
President, Secretary, 2001             0         0                0          0               0             0              0
Treasurer, Director   2000             0         0                0          0               0             0              0

Peter Holsworth       2002             0         0                0          0               0             0              0
Director              2001             0         0                0          0               0             0              0
                      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.


                                       18
<PAGE>

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth,  as of December 31, 2002,  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.

                                                                        Percent
                    Name and Address of        Amount and Nature          of
Title of Class       Beneficial Owner       Of Beneficial Ownership     Class(1)
--------------     ---------------------    -----------------------     -------

Common Stock       Springbok Investments    2,000,000 shares of           9.02%
                                            Common Stock

Common Stock       Alan Doyle               2,648,000 shares of          11.95%
                   President, Secretary,    common stock(2)
                   Treasurer, Director

Common Stock       Peter Holsworth          3,000,000 shares of          13.54%
                   Director                 common stock and
                                            warrants(3)

Common Stock       Ross Hannon              2,000,000 shares of           9.02%
                   4 The Grove              common stock and
                   Sydney, NSW, Australia   warrants (4)

Common stock       Directors and Officers   5,648,000 shares             24.98%
                   as a group (2 persons)

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

(1)  All percentages of beneficial ownership were calculated based only upon the
     22,613,950  shares and warrants if exercised and outstanding as of December
     31, 2002.

(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.


                                       19
<PAGE>

ITEM 12:  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.   Alan Doyle,  President and director, has received 2,648,000 shares of stock
     and stock warrants for his services.

2.   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 13:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

        (a) EXHIBITS

            Exhibit No.    Description

                31         Certification pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002

                32         Certification pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002

         (b) REPORTS ON FORM 8-K

             There  were  no  reports  on Form 8-K filed for the  twelve  months
             ended December 31, 2002.



                                       20
<PAGE>

                                   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.


October 28, 2003                    By: /s/ Alan Doyle
                                        --------------------------------------
                                        Alan Doyle
                                        President (Chief Executive Officer and
                                        Treasurer (Principal Financial Officer)





                                       21