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, 2000

    ____          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, 2000:
18,863,950

                                       1
<PAGE>



                        AMERICAN SOUTHWEST HOLDINGS, INC.
                  FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2000



                                      INDEX

PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

Consolidated Balance Sheet as of September 30, 2000                            7

Statement of Operations for the Quarter Ended September 30, 2000 and 1999      8

Statement of Stockholder's Equity                                              9

Statement of Cash Flows for the Quarter Ended September 30, 2000              12

Notes to Interim Consolidated Financial Statements                            13

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                                  19

PART II   OTHER INFORMATION

Item 1 Legal Proceedings                                                      20
Item 2 Changes in Securities                                                  20
Item 3 Defaults Upon Senior Securities                                        20
Item 4 Submission of Matters to a Vote of Security Holders                    21
Item 5 Other Information                                                      21
Item 6 Exhibits and Reports on Form 8-K                                       21

         Signatures                                                           21










                                       2
<PAGE>



ITEM 1.    FINANCIAL STATEMENTS

                               COMPILATION REPORT

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                               SEPTEMBER 30, 2000





                                       3
<PAGE>

                       AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A Development Stage Company)

                                TABLE OF CONTENTS

                                  June 30, 2000

<TABLE>
<CAPTION>

DOCUMENT                                PAGE NO.
<S>                                     <C>
Table of Contents                       2
Compilation Sheet                       3
Balance Sheet -- Assets                 4
Balance Sheet -- Liabilities            5
Statement of Operations                 6
Statement of Stockholder's Equity       7-9
Statement of Cash Flows                 10
Notes to Financial Statements           11-15
</TABLE>

                                       4
<PAGE>

                       ASHWORTH, MITCHELL, BRAZELTON, PLLC

                               4225 N. BROWN AVE.
                              SCOTTSDALE, AZ 85251




To the Board of Directors and Stockholders
American Southwest Holdings, Inc.


We have compiled the accompanying  balance sheet of American Southwest Holdings,
Inc. as of September 30, 2000, and the related statements of income and retained
earnings and cash flows for the period then ended,  in accordance with standards
established by the American Institute of Certified Public Accountants.

A  compilation  is limited to  presenting  in the form of  financial  statements
information  that is the  representation  of management.  We have not audited or
reviewed the accompanying financial statements and accordingly do not express an
opinion or any other form of assurance on them.

/s/ Ashworth, Mitchell, Brazelton, PLLC

Scottsdale, AZ
October 16, 2000



                                       5
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development Stage Company)

                                  BALANCE SHEET

                    September 30, 2000 and September 30, 1999

                                     ASSETS

<TABLE>
<CAPTION>

                                              September 30,              September 30,
                                              2000                       1999
                                              ----                       ----
<S>                                           <C>                        <C>
CURRENT ASSETS
         Cash                                 $       202,116            $            476
         Funds in Escrow                               50,000
                                                       ------                   ---------
                  Total Current Assets                252,116                         476
DEFERRED MINERAL EXPLORATION COSTS

OTHER ASSETS
         Organization Costs, net                       24,000
         Deposits and other assets
                                                       ------                   ---------

         Net other assets                              -                           24,000
                                                       ------                   ---------

         Total Assets                         $       252,116            $         24,476
                                              ===============            ================
</TABLE>

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


                                      6
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development Stage Company)

                                  BALANCE SHEET

                    September 30, 2000 and September 30, 1999

                                   LIABILITIES

                                     <TABLE>

<CAPTION>
                                                                        September 30,           September 30,
                                                                        2000                    1999
                                                                        ----                    ----
<S>                                                                     <C>                     <C>
CURRENT LIABILITIES
         Accounts Payable                                               $       23,530          $       25,000
         Notes Payable
         Interest Payable

                  Total Current Liabilities                                     23,530                  25,000

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                  10,944
         Paid in Capital                                                    12,188,882              11,329,802
         Deficit accumulated during the development stage                  (11,432,064)            (11,194,666)
         Current Income (Loss)                                                (547,096)               (146,606)

                  Total Stockholder's Equity                                   228,586                    (526)

                  Total liabilities and stockholder's equity           $       252,116          $       24,474

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       7
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

                Sept. 30, 2000, and Sept. 30, 1999 and cumulative

<TABLE>
<CAPTION>

                                                                                                 Period from

                                            Cumulative                                           July 28, 1995
                                            during            Quarter Ending    Quarter Ending   through
                                            development       September  30,    September 30,    December 31,
                                            stage             2000              1999             1998
                                            -----             ----              ----             ----
<S>                                         <C>               <C>               <C>              <C>
Revenue

     Miscellaneous Income                   $      76,794     $      -                           $       76,794

Expenses

     General and Administrative                 4,326,220            378,045     112,853              3,457,277
     Organizational Costs                          90,000              2,000      14,000                 82,000
     Loss on Disposition of Misc Assets            19,753                         19,753
     Depreciation                                  61,465                                                61,465
                                                   ------             ------     -------                  ------

            Total expenses                      4,497,438            380,045     146,606              3,600,742

     Loss from development stage operations    (4,420,644)          (380,045)   (146,606)
(3,523,948)

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

     Net operating (loss)                      (4,413,500)          (380,045)                        (3,516,804)

     Extraordinary income (expenses)

        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)
        Write-off of exploration and
          development costs
          on the Hiab Project                  (4,466,157)                                           (4,466,157)
                                               ----------           ---------   --------             ----------

        Net (loss)                          $ (12,111,115)    $     (380,045)                    $  (11,194,666)
                                            =============     ==============    =======             ==============

         Net (loss) per share               $       (1.39)    $        (0.05)                    $        (1.16)
                                            =============     ==============    =======             ==============

         Weighted average shares                8,726,701          8,726,701                          6,194,988
                                                =========          =========    =======               =========

</TABLE>

                                       8
<PAGE>



        The accompanying notes are an integral part of these statements.

<PAGE>

                  AMERICAN SOUTHWEST HOLDINGS, INC.

                  (A Development Stage Company)

                  STATEMENTS OF STOCKHOLDER'S EQUITY

                  September 30, 2000 and September 30, 1999

<TABLE>
<CAPTION>

                                                                                                    Deficit
                                                                                                    Accumulated

                                                                      Additional    Common          During The
                                                 Common Stock         Paid-in       Stock           Development
                                              Shares      Amount      Capital       Subscribed      Stage           Total
                                              ------      ------      -------       ----------      -----           -----
<S>                                           <C>         <C>         <C>           <C>             <C>             <C>

Balance at July 28, 1995                          30,367  $     30    $             $               $               $          30

Shares issued at $.015 for services rendered   2,000,000     2,000          74,202
       76,202

Shares issued at $0.15 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


                                       9
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development Stage Company)

                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

                    September 30, 2000 and September 30, 1999

<TABLE>
<CAPTION>

                                                                                                    Deficit
                                                                                                    Accumulated

                                                                      Additional    Common          During The
                                                 Common Stock         Paid-in       Stock           Development
                                              Shares      Amount      Capital       Subscribed      Stage           Total
                                              ------      ------      -------       ----------      -----           -----
<S>                                           <C>         <C>         <C>           <C>             <C>             <C>

Balance at December 31, 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                                                                                                 (237,399)       (146,604)
                                               ---------  --------    ------------  -------------        ---------       ---------

Balance at December 31, 1999                  10,943,950    10,944      11,329,803            -
(11,432,065)           (523)

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

Shares issued for cash
    1,520,000 shares at $.10                   1,520,000     1,520         150,480
152,000

Net Loss                                                                                                 (129,423)       (129,423)
                                               ---------  --------    ------------  -------------        ---------       ---------

Balance at March 31, 2000                     13,363,950    13,364      11,569,383        -           (11,561,488)        112,054

                                              ==========    ======      ==========  ============       ===========        =======

</TABLE>

    The accompanying notes are an integral part of these financial statements



                                       10
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development Stage Company)

                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

                    September 30, 2000 and September 30, 1999

<TABLE>
<CAPTION>

                                                                                                    Deficit
                                                                                                    Accumulated

                                                                      Additional    Common          During The
                                                 Common Stock         Paid-in       Stock           Development
                                              Shares      Amount      Capital       Subscribed      Stage           Total
                                              ------      ------      -------       ----------      -----           -----
<S>                                           <C>         <C>         <C>           <C>             <C>             <C>

Net Loss                                                                                            $     (37,628)  $     (37,628)

Balance at June 30, 2000                      13,363,950    13,364      11,569,383                    (11,599,116)         74,426

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

Shares issued for cash
  4,000,000 at $0.10                           4,000,000  $  4,000    $    396,000                                  $     400,000

Net Loss                                                                                            $    (380,045)  $    (380,045)

Balance at September 30,2000                  18,863,950  $ 18,864    $ 12,188,883                  $ (11,979,161)  $     319,381
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       11
<PAGE>

                       AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

            September 30, 2000 and September 30, 1999 and cumulative

<TABLE>
<CAPTION>
                                                    Cumulative
                                                    during             Quarter Ending     Quarter Ending
                                                    development        September 30,      September 30,
                                                    stage              2000               1999
                                                    -----              ----               ----
<S>                                                 <C>                <C>                <C>
Net (loss)                                          $   (11,943,689)   $   (380,045)      $   (122,604)
Adjustments to reconcile net loss to net
   used in operating activities:
     Depreciation                                           136,004
     Decrease in accounts receivable                          2,422
     Amortization of organizational                         120,000           2,000             14,000
     Loss or (gain) on Asset Sales                          (19,753)
     Decrease (increase) in deposits and other assets       (60,760)        (50,000)
     Increase (decrease) in accounts payable               (917,373)
     Increase (decrease) in notes payable                (1,696,722)
     Increase (decrease) in interest payable                  7,113
                                                              -----        --------           --------

Net cash (used) by operating activit                    (14,372,758)       (428,000)          (108,604)
                                                        -----------        --------           --------

Write-off of exploration costs                            4,466,157
Write-off of machinery & office eqpt                         28,049
Purchase of property and equipment                         (931,920)                            19,752
Expenditures on mineral exploration costs                (3,283,917)
Write down of mining properties                           5,654,010
                                                          ---------         -------             ------

Net cash (used) by investing activities                   5,932,379             -               19,752
                                                          ---------         -------             ------


Sales of common stock                                     7,837,496         625,000             88,000
Common stock subscriptions received                         805,000
                                                            -------         -------             ------

Net cash provided by financing activities                 8,642,496         625,000             88,000
                                                          ---------         -------             ------

Net increase (decrease) in cash                             202,117         196,955               (852)

Cash at the beginning of period                                -              5,162                328
                                                                              -----                ---

Cash at end of period                               $       202,117    $    202,117               (524)
                                                    ===============    ============               ====
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       12
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2000

Namibian  Copper  Mines,  Inc.  (the  "Company")  is a mineral  exploration  and
development company whose sole purpose is to explore and develop the Haib Copper
Project in Namibia, Africa.

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 NL of  Australia 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



                                       13
<PAGE>



                       American Southwest Holdings, Inc..

                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

$427,000  has been paid to Mr.  Swanson.  The  Swanson  Agreement  entitled  the
Company to explore the claims and carry out mining to obtain bulk samples.  When
the Company defaulted on their Farm-in Agreement, their interests in the Swanson
Agreement transferred to Great Fitzroy Mines, their joint-venture partner.

At the Annual Stockholder's Meeting, held June 9, 2000, in Phoenix, Arizona, the
stockholders  agreed to change the name of the Corporation to American Southwest
Holdings, Inc., and gave the Board of Directors authority to pursue negotiations
and  discussions  for a joint venture in Zichang County of Shaanxi  Province and
other areas in the Republic of China  regarding oil and gas exploration in their
country.

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  $11,000,000,
         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, 1999.

         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.

                                       14
<PAGE>

                       American Southwest Holdings, Inc..

                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued)

         6.  Use of Estimates

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

         In preparing financial statements in conformity with generally accepted
         accounting  principles,  management  is required to make  estimates and
         assumptions

         that  affect  the  reported  amounts  of assets  and  liabilities,  the
         disclosure  of  contingent  assets and  liabilities  at the date of the
         financial statements, and the reported amounts of revenues and expenses
         during the  reporting  period.  Actual  results could differ from those
         estimates.

         7.  Estimated Fair Value Information

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

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

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

         Cash

         ----

         The carrying value amount approximates fair value.

         Notes Payable

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

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

                                       15
<PAGE>

                       American Southwest Holdings, Inc..

                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

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 NL and the write-down of assets relating to the Haib Project.  It
         is unlikely the Company will continue in the mining industry.

         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,  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.

                                       16
<PAGE>

                       American Southwest Holdings, Inc..

                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

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.

         Currently the Company is engaged in the due diligence process regarding
         a  possible  project in the  People's  Republic  of China.  A letter of
         intent has been  signed  between  the  parties.  The project is located
         approximately 800 KM west-southwest of Beijing in the Shaanxi Province.
         This project  entails  drilling 40 production  wells in the oil fields,
         where  reserves  are  estimated  at 90 million tons of oil. The Company
         will be joint venturing with Wuhan Pengling Group Company, Limited, and
         would be entering into a contract with the county government of Zichang
         in the Shaanxi Province.  The Company would have the right to drill 300
         well in the onshore  Yanchang  field in the Zichang  County,  which has
         estimated  reserves  approximating  560  million  barrels  of  oil  and
         unspecified  amounts of gas.  The  company  will  receive 80% equity in
         these 300 wells for the full expenditure  which will be recouped out of
         production.  The Company  will also have the right to  refurbish  up to
         2,000  of the  existing  government  wells,  with  a  right  of  equity
         participation  in these wells.  There will also be  exploration  rights
         over certain areas not previously explored in the Zichang County, which
         encompasses part of the Yanchang oil field.

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).

                                       17
<PAGE>

                       American Southwest Holdings, Inc..

                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

         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.

         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 were 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,  1999,  the Company had no  outstanding  warrants to be
         redeemed.

NOTE F - STOCK OPTION PLAN

         At the Stockholders  meeting held in June, 2000, the Company authorized
         an employee stock option plan to benefit employees, and reward them for
         their performance. Currently options have been issued to two employees:
         Wangshu Liu for 100,000 shares and John Yellich for 50,000 shares.

                                       18
<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, 2000, versus $0 revenues for the same period in 1999. To date, the
Company has not relied on revenues  for funding.  The Company  expects to derive
the majority of its funding from private sources.

     General  and  Administrative  Expenses.   During  the  three  months  ended
September 30, 2000, the Company incurred $378,045 in general and  administrative
expenses.   The  total  cumulative  expense  during  the  development  stage  is
$3,457,277.

     Income. There has been no income in 1999 or 2000 and only $76,794 from July
28, 1995 to the present.

     Provision  for Income  Taxes.  As of  September  30,  2000,  the  Company's
accumulated deficit was $4,420,644, and as a result, there has been no provision
for income taxes.

     Net Income.  For the three months  ended  September  30, 2000,  the Company
recorded a net loss of  $380,045,  or $0.05 per share.  The loss of $380,045 for
2000 was  primarily  from  bringing  the Company  current  with  accounting  and
reporting requirements.



                                       19
<PAGE>

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


         As at September  30, 2000,  the Company had a cash balance of $202,116,
compared to $476 as of September  30, 1999.  The amounts  expended  were used to
bring the Company current and came from private funds.

         As at September  30, 2000,  the Company had $0 in accounts  receivable,
compared to $0 as at  September  30, 1999.  The Company has been  nonfunctioning
during this time frame.

         As at September 30, 2000,  the Company had $23,530 in accounts  payable
and $25,000 for the period ended September 30, 1999.

         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 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, if at all.

                          PART II -- OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None

ITEM 2.    CHANGES IN SECURITIES

         On August 1, 2000,  1,500,000 shares of common stock were issued to two
(2) individuals in exchange for services  rendered at an issuance price of $0.15
per share for a total of $225,000.

         A total of 5,750,000 warrants were sold on August 14, 2000, at $.10 per
share for a total of $575,000  and the proceeds  were used for working  capital.
These  warrants  were sold under  Regulation  D, Rule 506 to several  accredited
investors.

         On September 14, 2000, the Company sold 1,500,000 warrants at $0.15 per
share for a total of $240,000,  which funds were used for working  capital.  The
warrants were sold in reliance on Regulation D to several accredited investors.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None



                                       20
<PAGE>

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

None

ITEM 5.    OTHER INFORMATION

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

         On November 1, 2000, the Company filed a registration statement on form
SB-2 under the Securities and Exchange Act of 1933.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

     On August 18, 2000, the Company filed a report on Form 8-K. This report was
filed to announce the  appointments of Mr.  Holsworth as Director and of Mr. Liu
as Vice  President.  Additionally,  the  change  in the  name  of the  Company's
accountants  from AFMB,  P.L.L.C.  (Ashworth,  Francis,  Mitchell  &  Brazelton,
P.L.L.C.) to Ashworth, Mitchell & Brazelton, P.L.L.C. was reported.


                                 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 14, 2000




                                       21
<PAGE>