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


                                   FORM 10-QSB

(Mark One)


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

                  For quarterly period ended September 30, 2001

    ____          TRANSITION REPORT PURSUANT TO 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.
                        ---------------------------------
             (exact name of registrant as specified in its charter)


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


c/o John A. Yellich
13545 Milwaukee Court, Thornton, Colorado      80241
-----------------------------------------      -----
(Address of principal executive offices)       (ZIP Code)

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


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required 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
                                       -----

The number of shares of the Registrant's Common Stock, as of September 30, 2001:
18,863,950


<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.
                    FORM 10-QSB, QUARTER ENDED JUNE 30, 2001



                                      INDEX

PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

Consolidated Balance Sheet as of September 30, 2001                            4

Statement of Operations for the Quarter Ended September 30, 2001 and 2000      6

Statement of Stockholder's Equity                                              7

Statement of Cash Flows for the Quarter Ended September 30, 2001               9

Notes to Interim Consolidated Financial Statements                            10

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

Item 2  Management's Discussion and Analysis                                  16

PART II   OTHER INFORMATION

Item 1 Legal Proceedings                                                      17
Item 2 Changes in Securities                                                  17
Item 3 Defaults Upon Senior Securities                                        17
Item 4 Submission of Matters to a Vote of Security Holders                    17
Item 5 Other Information                                                      17
Item 6 Exhibits and Reports on Form 8-K                                       17

         Signatures                                                           17










<PAGE>





                                  REVIEW REPORT
                        AMERICAN SOUTHWEST HOLDINGS, INC.
      (Formerly Namibian Copper Mines, Inc, a developmental stage company)
                               September 30, 2001


<PAGE>



                       ASHWORTH, MITCHELL, BRAZELTON, PLLC




                           ACCOUNTANTS' REVIEW REPORT



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

We have reviewed the consolidated balance sheets of American Southwest Holdings,
Inc. as of September 30, 2001 and 2000, and the related statements of income and
owners  equity and cash flows for the periods  then ended,  in  accordance  with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these financial statements is the representation of American Southwest Holdings,
Inc.

A review  consists  principally of inquires of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.











November 14, 2001



<PAGE>




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

                    September 30, 2001 and September 30, 2000


<TABLE>
<CAPTION>
                                     ASSETS

                                            September 30,     September 30,
                                            2001              2000
                                            ----              ----
<S>                                         <C>               <C>
CURRENT ASSETS

         Cash                               $           (4)   $     202,116
                                            -------------------------------

             Total Current Assets                                   202,116

         Total Assets                       $                 $     202,116
                                            ===============================


</TABLE>


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


                                     Page 4


<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.

                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)
                                  BALANCE SHEET
                    September 30, 2001 and September 30, 2000


<TABLE>
<CAPTION>
                           LIABILITIES

                                                                       September 30      September 30
                                                                       2001              2000
                                                                       ----              ----
<S>                                                                    <C>               <C>
CURRENT LIABILITIES

         Accounts Payable                                              $       186,358   $           8,530
         Notes Payable
         Interest Payable
                                                                       ---------------   -----------------
                  Total Current Liabilities                                    186,358               8,530

STOCKHOLDER'S EQUITY
         Common stock-authorized, 100,000,000 shares at
           $.001 par value; issued and outstanding, 10,943,950
           shares in 1999 and 18,863,950 in 2000                                18,864              18,864
         Paid in Capital                                                    12,148,882          12,188,882
         Stock Warrants                                                         97,500
         Deficit accumulated during the development stage                  (12,392,028)        (11,431,065)
         Current Income (Loss)                                                 (59,580)           (583,096)
                                                                               --------           ---------

                  Total Stockholder's Equity                                  (186,362)            193,585
                                                                              --------             -------

                  Total liabilities and stockholder's equity           $            (4)  $         202,114
                                                                       ===============   =================



</TABLE>




    The accompanying notes are an integral part of these financial statements

                                     Page 5


<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                Sept. 30, 2001, and Sept. 30, 2000 and cumulative


<TABLE>
<CAPTION>
                                                                                                                       Period from
                                                                  Cumulative                                           July 28, 1995
                                                                  during            Quarter Ending    Quarter Ending   through
                                                                  development       September  30,    September 30,    September 30,
                                                                  stage             2001              2000             2001
<S>                                                               <C>               <C>               <C>              <C>
Revenue
         Miscellaneous Income                                     $         76      $         -                        $     76,794

Expenses
         General and Administrative                                  4,656,467            2,482            428,045        4,653,985
         Organizational Costs                                          120,000                                              120,000
         Loss on Disposition of Misc Assets                                  -
           Restatement of prior year expenses resulting                      -
             from write-off of liabilities on the Hiab project        (266,135)                                            (266,135)
            Write-down of Hiab mining properties, net                3,477,840                                            3,477,840
            Loss of Disposal of Equipment                               19,753                                               19,753
            Write-off of exploration and development                          -
              on the Hiab Project                                    4,466,157                                            4,466,157
         Depreciation                                                   61,465                                               61,465
                                                                        ------            ------           -------           -------

            Total expenses                                          12,535,546            2,482            428,045       12,533,064

         Loss from development stage operations                    (12,458,752)          (2,482)          (428,045)     (12,456,270)

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

         Net (loss)                                               $(12,451,608)     $                 $   (428,045)    $(12,449,126)
                                                                  ============      ================  =============     ============

         Net (loss) per share                                     $      (0.95)     $     (0.00)      $                $      (1.12)
                                                                  ============      ================  =============     ============

         Weighted average shares                                    13,090,051       13,090,051                          11,121,542
                                                                  ============      ================  =============     ============

</TABLE>



        The accompanying notes are an integral part of these statements.

                                     Page 6


<PAGE>



                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDER'S EQUITY
            SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000 (Cumulative)

<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 July 28, 1995                         30,367  $      30    $              $               $                 $         30
Shares issued for services rendered           2,000,000      2,000           74,202                                          76,202
Shares issued for cash                        2,967,493      2,967          441,747                                         444,714
Shares subscribed - 145,000 shares @ $3.50                                               507,500                            507,500
Net Loss                                                                                                  (879,868)        (879,868)
                                              ---------  ---------    -------------  -----------     -------------     ------------

Balance at December 31, 1995                  4,997,860  $   4,997    $     515,949  $   507,500     $    (879,868)    $    148,578

Issuance of subscribed shares                   145,000        145          507,355     (507,500)

Shares issued for cash
         604,900 shares @ $3.50                 604,900        605        2,116,545                      2,117,150
         490,200 shares @ $5.00                 490,200        491        2,450,509                      2,451,000

Shares subscribed at $3.50
         For cash - 85,000 shares                                                        297,500                            297,500
         For mining properties
            1,000,000 shares                                                           3,500,000                          3,500,000

         Net Loss                                                                                       (2,327,161)      (2,327,161)
                                              ---------  ---------    -------------  -----------     -------------     ------------

Balance at December 31, 1996                  6,237,960  $   6,238    $   5,590,358  $ 3,797,500     $  (3,207,029)    $  6,187,067

Issuance of subscribed shares                 1,085,000      1,085        3,796,415   (3,797,500)


Shares issued for cash
         370,000 shares at $2.50                370,000        370          924,630                        925,000
Shares issued for services
         498,000 shares at $.93                 498,000        498          463,183                        463,681

Net (loss)                                                                            (6,286,760)       (6,286,760)
                                              ---------  ---------    -------------  -----------     -------------     ------------

Balance at December 31, 1997                  8,190,960  $   8,191    $  10,774,586  $         -     $  (9,493,789)    $  1,288,988

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     Page 7

<PAGE>


                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED
            SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000 (Cumulative)

<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, 1997                  8,190,960  $   8,191    $  10,774,586  $         -     $  (9,493,789)    $  1,288,988

Issuance of shares for conversion
  of debt at $.44                             1,072,990      1,073          468,897                        469,970

Net (loss)                                                                            (1,700,877)       (1,700,877)
                                              ---------  ---------    -------------  -----------     -------------     ------------

Balance at December 31, 1998                  9,263,950  $   9,264    $  11,243,483            -     $ (11,194,666)    $     58,081

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

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

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

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

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

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

Warrants issued
     2,4000,000 warrants at $0.01                                            24,000                                          24,000

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

Shares issued for services
     1,500,000at $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          1,600,000      1,600          142,400                                         144,000

Shares issued for cash
    1,520,000 shares at $.10                  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

Warrants issued with stock purchase
     1,600,000 warrants with value of
     $0.01 per warrant                                                       16,000                                          16,000

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

Balance at December 31, 2000                 18,863,950     18,864       12,246,383            -       (12,392,028)        (126,782)

Net Loss                                                                                                   (59,580)         (59,580)
                                              ---------  ---------    -------------  -----------     -------------     ------------
Balance as of September 30, 2001             18,863,950     18,864       12,246,383                    (12,451,608)        (186,362)
                                             ==========     ======       ==========  ===========       ============    =============

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     Page 8
<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
            September 30, 2001 and September 30, 2000 and cumulative

<TABLE>
<CAPTION>
                                                                                                                       Period from
                                                                  Cumulative                                           July 28, 1995
                                                                  during            Quarter Ending    Quarter Ending   through
                                                                  development       September  30,    September 30,    September 30,
                                                                  stage             2001              2000             2001
<S>                                                               <C>               <C>               <C>              <C>
Cash flows from operating activities
         Net (loss)                                               $ (12,451,608)    $       (2,482)   $     (428,045)  $(12,449,127)
         Adjustments to reconcile net loss to net
          used in operating activities:
              Services paid by common stock                             914,383                                             914,383
              Depreciation                                               61,464                                              61,464
              Decrease in accounts receivable                               760                                                 760
              Amortization of organizational                            120,000                                             120,000
              Loss or (gain) on Asset Sales                              19,753                                              19,753
              Decrease (increase) in deposits and other assets             (760)                                               (760)
              Increase (decrease) in accounts payable                  (729,552)             2,482                         (732,034)
              Increase (decrease) in notes payable                   (1,696,722)                                         (1,696,722)
              Increase (decrease) in interest payable                     7,113                                               7,113
                                                                    -----------              -----          --------    -----------

         Net cash (used) by operating activities                   (13,755,169)                 -          (428,045)   (13,755,170)
                                                                    -----------              -----          --------    -----------

Cash flows from investing activities
         Write-off of exploration costs                               4,466,157                                           4,466,157
         Purchase of property and equipment                            (931,920)                                           (931,920)
         Expenditures on mineral exploration costs                   (3,283,917)                                         (3,283,917)
         Write down of mining properties                              5,654,010                                           5,654,010
                                                                    -----------              -----          --------    -----------
         Net cash (used) by investing activities                      5,904,330                                           5,904,330
                                                                    -----------              -----          --------    -----------

Cash flows from financing activities
         Sales of common stock                                        7,045,835                              385,000      7,045,835
         Common stock subscriptions received                            805,000                                             805,000
                                                                    -----------              -----          --------    -----------

         Net cash provided by financing activities                    7,850,835                              385,000      7,850,835
                                                                    -----------              -----          --------    -----------

         Net increase (decrease) in cash                                     (4)                             (43,045)            (4)

         Cash at the beginning of period                                                        (4)            5,162
                                                                    -----------              -----          --------    -----------

         Cash at end of period                                    $          (4)    $           (4)   $      (37,883)  $         (4)
                                                                  =============     ==============    ==============   ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     Page 9


<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 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  among   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

                                    Page 10

<PAGE>



test mining to obtain bulk  samples for  feasibility  studies.  When the Company
defaulted on their Farm-in  Agreement,  in 1997,  their interests in the Swanson
Agreement transferred to Great Fitzroy Mines, their joint-venture partner.

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

NOTE A - 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 period ended June 30, 2001.


                                    Page 11
<PAGE>



NOTE A - 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 12
<PAGE>



NOTE B- 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 September 30, 2001, 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 day 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 13
<PAGE>




NOTE B - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)

     Discussions  have been held with various firms during the year 2000 and the
     first and second  quarters of 2001, 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 C - 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 14
<PAGE>



NOTE C - 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..  Accordingly,  the Company is in compliance with
     the new NASD OTC Bulletin Board eligibility  rules for continued  quotation
     as a fully reporting company.

NOTE D - WARRANTS

     At December 31, 2000, the Company has 9,750,000  outstanding warrants to be
     redeemed.  These warrants were issued in conjunction with stock issued, and
     expire June 30, 2002.  The warrants have a value of $0.01 per share and are
     noted on the Balance  sheet.  These  warrants  give the holder the right to
     purchase one share of stock for $0.15 at any time before expiration.








                                    Page 15
<PAGE>






ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND  RESULTS OF OPERATIONS

     When  used  in  this  discussion,  the  words  "believes",   "anticipates",
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.  Such  statements  are subject to certain  risks and  uncertainties,
which could cause  actual  results to differ  materially  from those  projected.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date hereof.  The Company  undertakes no
obligation to republish revised forward-looking  statements to reflect events or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated  events.  Readers are also urged to carefully  review and consider
the various  disclosures made by the Company which attempt to advise  interested
parties of the factors which affect the Company's  business,  in this report, as
well as the Company's periodic reports on Forms 10-KSB, 10QSB and 8-K filed with
the Securities and Exchange Commission.

Overview
--------

     The  Company is  non-operational  and has been since  1997.  The Company is
searching for an acquisition or business  combination  and will have no activity
until that time.

Results of Operations
---------------------

     Revenues.  The Company  generated $0 in revenues for the three months ended
September 30, 2001, versus $0 revenues for the same period in 2000. To date, the
Company has not relied on revenues  for funding.  The Company  expects to derive
its funding from private sources.

     General  and  Administrative  Expenses.   During  the  three  months  ended
September 30, 2001, the Company  incurred  $2,482 in general and  administrative
expenses.   The  total  cumulative  expense  during  the  development  stage  is
$4,656,467.   These   expenses   were   incurred  for  legal,   accounting   and
administrative expenses to maintain the good standing of the Company.

     Income. There has been no income in 2000 or 2001 and only $76,794 from July
28, 1995 to the present.

     Provision  for Income  Taxes.  As of  September  30,  2001,  the  Company's
accumulated  deficit  was  $12,449,127,  and as a  result,  there  has  been  no
provision for income taxes.

     Net Income.  For the three months  ended  September  30, 2001,  the Company
recorded a net loss of $0.


<PAGE>



Liquidity and Capital Resources
-------------------------------

     As at September 30, 2001, the Company had a cash balance of $0, compared to
$202,116 as of September 30, 2000.  The amounts  expended were used to bring the
Company current and came from private funds.

     As at  September  30,  2001,  the Company  had $0 in  accounts  receivable,
compared to $0 as at September  30, 2000.  The Company has been  non-functioning
during this time frame.

     As at September 30, 2001, the Company had $186,358 in accounts  payable and
$8,530 for the period ended September 30, 2000.

     The Company's future funding  requirements will depend on numerous factors.
These factors  include the Company's  ability to receive  additional  funding to
meet its reporting  obligations  and find some form of  acquisition  or business
combination.  The  Company  does not  have  enough  cash to meet  its  operating
requirements and has no business plan.

     The Company may raise  additional  funds  through  private or public equity
investment  in order to expand the range and scope of its  business  operations.
The  Company  may seek  access to the  private or public  equity but there is no
assurance  that such  additional  funds  will be  available  for the  Company to
finance its operations on acceptable terms.

                          PART II -- OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None

ITEM 2.    CHANGES IN SECURITIES

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.    OTHER INFORMATION

None.




<PAGE>


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

None.

                                 SIGNATURE PAGE

     Pursuant  to the  requirements  of  section  13 or 15(d) of the  Securities
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
                                               ---------------------------------
                                               Alan Doyle
                                               President

Dated: November  19, 2001





<PAGE>