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, 2001.

Commission file number

                        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.

         Title of each class                     Name of each exchange
                                                  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, 2001.


<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                             Page No.
                                                                                             --------
<S>                                                                                          <C>
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                                         21

Part III
     Item 10      Directors and Executive Officers of the Registrant                             22
     Item 11      Executive Compensation                                                         23
     Item 12      Security Ownership of Certain Beneficial Owners
                  And Management                                                                 23
     Item 13      Certain Relationships and Related Transactions                                 23

Part IV
     Item 14      Exhibits, Financial Statement Schedules, and Reports
                  On Form 8-K                                                                    24

</TABLE>


<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
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.

     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.

<PAGE>

     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  out 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.

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.

<PAGE>

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.

     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>
October-December 2001                             $0.020                        $0.020
July-September 2001                               $0.020                        $0.020
April-June 2001                                   $0.040                        $0.020
January-March 2001                                $0.070                        $0.040
October-December 2000                             $0.150                        $0.070
July-September 2000                               $0.375                        $0.070
April-June 2000                                   $0.625                        $0.100
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

</TABLE>

     As of December 31, 2001,  there were  18,863,950  shares of common stock of
the Company  outstanding.  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

     See financial statements included as part of this filing.

<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 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 8:  Financial Statements and Supplemental Data

                       ASHWORTH, MITCHELL, BRAZELTON PLLC
                               4225 N. BROWN AVE.
                              SCOTTSDALE, AZ 85251



To  The Board of Directors
American Southwest Holdings (formerly Namibian Copper Mines, Inc)

We have audited the accompanying  balance sheet of American Southwest  Holdings,
Inc. (formerly Namibian Copper Mines,  Inc.), a Developmental  State Company, as
of December  31,  2001 and 2000 and the related  statements  of  operations  and
owner's  equity  and cash  flows  for the  years  then  ended.  These  financial
statements are the responsibility of the Company's management. Ng to the outcome
of this  situation.  responsibility  is to express an opinion on these financial
statements based upon 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, (Formerly Namibian Copper Mines,  Inc.,) a Developmental  Stage Company, as
of December 31, 2001,  December 31, 2000,  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 the this situation.

/s/ Ashworth, Mitchell, Brazelton, PLLC
---------------------------------------
Ashworth, Mitchell, Brazelton, PLLC
May 15, 2002

<PAGE>

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

                                 BALANCE SHEET

                           December 31, 2001, and 200

<TABLE>
<CAPTION>
                                     ASSETS

                                                        2001            2000
                                                        ----            ----
<S>                                                     <C>             <C>
CURRENT ASSETS
    Cash                                                $       (4)     $     24,857

    Total Assets                                        $       (4)     $     24,857

</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, 2001, and 2000

<TABLE>
<CAPTION>

                                  LIABILITIES

                                                        2001            2000
                                                        ----            ----
<S>                                                     <C>             <C>
CURRENT LIABILITIES
    Accounts Payable                                    $   187,386     $    151,639

        Total Current Liabilities                           187,386          151,639

STOCKHOLDERS' EQUITY
    Common stock - authorized, 100,000,000
      shares at $.001 par value; issued and
      outstanding, 18,863,950 shares in
      2000 and 18,863,960 in 2001                            18,864           18,864
    Stock warrants                                           97,500           97,500
    Paid in Capital                                      12,148,882       12,148,882
    Deficit accumulated during development
      stage                                             (12,452,636)     (12,392,029)

       Total Stockholders' Equity                          (187,359)        (126,783)

       Total liabilities and stockholders' equity       $        (4)    $     24,856

</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, 2001 and 2000


<TABLE>
<CAPTION>

                                                                Cumulative
                                                                during          Year ended      Year ended
                                                                development     December 31,    December 31,
                                                                stage           2001            2000
                                                                -----           ----            ----
<S>                                                             <C>             <C>             <C>
Revenue
        Miscellaneous Income                                    $       76,794  $           -   $          -

Expenses
        General and Administrative                                   4,657,494         60,608        945,964
        Organizational Costs                                           120,000
          Restatement of prior year expenses resulting
            from write-off liabilities on the Hiab Project            (266,135)
          Write-down of Hiab mining properties, net                  3,477,840
          Loss of Disposal of Equipment                                 19,753
          Write-off of exploration and development costs
            on the Hiab Project                                      4,466,157
        Depreciation                                                    61,465

        Total expenses                                              12,536,574         60,608        945,964

        Loss from development stage operations                     (12,459,780)      (945,964)      (945,964)

        Interest Income                                                  7,144

        Net (loss)                                              $  (12,452,636) $   (945,964)   $   (945,964)

        Net (loss) per share                                    $        (0.66)                 $      (0.05)

        Weighted average shares                                     18,863,950                    18,863,950

</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)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                           December 31, 2001 and 2000

<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

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

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

Shares issed 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>

   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)

                  STATEMENTS FO STOCKHOLDER'S EQUITY-CONTINUED

                           December 31, 2001 and 2000


<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)

Net Loss                                                                                                      (60,608)     (120,663)

Balance at December 31, 2001                 18,863,950       18,864      12,246,382                      (12,452,636)     (247,645)

</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 CASH FLOWS
                           December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                        Cumulative
                                                        During          Year Ended      Year Ended
                                                        Development     December 31,    December 31,
                                                        Stage           2001            2000
                                                        -----           ----            ----
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities
    Net (loss)                                          $ (12,437,636)  $     (60,608)  $    (945,964)
    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
        Decrease(increase) in deposits and other assets          (760)
        Increase(decrease) in accounts payable               (743,526)         35,747          46,109
        Increase(decrease) in notes payable                (1,696,722)
        Increase(decrease) in interest payable                  7,113

   Net cash (used) by operating activities                (14,613,104)                       (899,855)

Cash flows from investing activities
   Write-ff of exploration costs                            4,466,157
   Write-off of machinery & office equipment                   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                  5,924,083

Cash flows from financing activities
   Sales of common stock                                    7,884,016                         924,500
   Common stock subscriptions received                        805,000

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

   Net increase(decrease) in cash                                  (4)        (24,861)         24,645

   Cash at the beginning of period                                             24,857             212

   Cash at end of period                                $          (4)  $          (4)  $      24,857

</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, 2001


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 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.

<PAGE>

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, 2001.


<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.

6.   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 if the  proposed  purchase  was made,  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, a subsidiary of China National Petroleum
Corp.  has 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,  2001,  the Company has  9,750,000  outstanding  warrants to be
redeemed.

<PAGE>

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

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.

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  company.  He 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.

<PAGE>

Item 11:  Executive Compensation

<TABLE>
<CAPTION>
                                                          Long-Term Compensation Awards
                   Annual Compensation                      Awards              Payouts
                                                    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-
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>
                               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                   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
                               Sydney, NSW, Australia      warrants (4)

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

</TABLE>

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

None.


                                   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