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 June 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 June 30,  2001:
13,363,950
----------

<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 June 30, 2001                                 5

Statement of Operations for the Quarter Ended June 30, 2001 and 2000           7

Statement of Stockholder's Equity                                              8

Statement of Cash Flows for the Quarter Ended June 30, 2001                   10

Notes to Interim Consolidated Financial Statements                            11

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)
                                  JUNE 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 June 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.











August 7, 2001


                               4225 N. BROWN AVE.
                              SCOTTSDALE, AZ 85251
                       PHONE 480-945-0623 FAX 480-945-7717

<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A Development Stage Company)

                                  BALANCE SHEET

                         June 30, 2001 and June 30, 2000


                                     ASSETS
<TABLE>
<CAPTION>
                                                     June 30,          June 30,
                                                     2001              2000
                                                     ----              ----
<S>                                                  <C>               <C>
CURRENT ASSETS
         Cash                                        $        (4)      $        5,161






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

         Total Assets                                         (4)               5,161

</TABLE>




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



<PAGE>



                                   LIABILITIES
<TABLE>
<CAPTION>
                                                         June 30           June 30
                                                         2001              2000
                                                         ----              ----
<S>                                                      <C>               <C>
CURRENT LIABILITIES
     Accounts Payable                                    $       87,901    $        8,530
     Accounts Payable Stockholders                               55,975
     Accounts Payable Chairman of Board                          40,000
                                                         --------------    --------------

           Total Current Liabilities                            183,876             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 13,363,950 in 2000                     18,864            13,364
     Stock Warrants                                              97,500
     Paid in Capital                                         12,148,882        11,569,383
     Deficit accumulated during the development stage       (12,449,127)      (11,586,116)

           Total Stockholder's Equity                          (183,880)           (3,369)
                                                         --------------    --------------

           Total liabilities and stockholder's equity    $           (4)   $        5,161
                                                         ==============    ==============


</TABLE>





    The accompanying notes are an integral part of these financial statements



<PAGE>



                        AMERICAN SOUTHWEST HOLDINGS, INC.
                      (FORMERLY NAMIBIAN COPPER MINES INC.)
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

                 June 30, 2001, and June 30, 2000 and cumulative

<TABLE>
<CAPTION>
                                                                                                                   Period from
                                                            Cumulative                                             Inception
                                                            during              Quarter Ending    Quarter Ending   through
                                                            development         June 30,          June 30,         March 31,
                                                            stage               2001              2000             2001
                                                            -----               ----              ----             ----
<S>                                                         <C>                 <C>               <C>              <C>
Revenue
         Miscellaneous Income                               $       76,794      $       -                          $       76,794

Expenses
         General and Administrative                              4,653,985           22,808          31,628             4,631,177
         Organizational Costs                                      120,000                                                120,000
           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 costs
              on the Hiab Project                                4,466,157                                              4,466,157
         Depreciation                                               61,465                                                 61,465
                                                               -----------           ------          ------           -----------

            Total expenses                                      12,533,065           22,808          31,628            12,510,257

         Loss from development stage operations                (12,456,271)          22,808          31,628           (12,433,463)

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

         Net (loss)                                         $  (12,449,127)     $    22,808       $  31,628        $  (12,426,319)
                                                            ==============      ===========       =========        ==============
</TABLE>






        The accompanying notes are an integral part of these statements.



<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                      Accumulated
                                                                         Additional    Common         During The
                                                 Common Stock            Paid-in       Stock          Development
                                                 Shares       Amount     Capital       Subscribed     Stage           Total
                                                 ------       ------     -------       ----------     -----           -----
<S>                                              <C>          <C>        <C>           <C>            <C>             <C>
Balance at 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>



                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A Development Stage Company)

                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

                         JUNE 30, 2001 and JUNE 30, 2000

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                      Accumulated
                                                                         Additional    Common         During The
                                                 Common Stock            Paid-in       Stock          Development
                                                 Shares       Amount     Capital       Subscribed     Stage           Total
                                                 ------       ------     -------       ----------     -----           -----
<S>                                               <C>         <C>        <C>           <C>            <C>             <C>
Balance at December 31, 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                               90        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 $0.09                   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 $.1                       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                   (12,392,029      (126,782)

Net Loss                                                                                                    (57,098)      (57,098)
                                                  ---------   --------   ------------   ----------    -------------   -----------

Balance at June 30, 2001                         18,863,950     18,864     12,246,383                   (12,449,127)     (183,880)
                                                 ==========     ======     ==========   ==========      ===========      ========
</TABLE>


    The accompanying notes are an integral part of these financial statements



<PAGE>



                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

                 June 30, 2001 and June 30, 2000 and cumulative

<TABLE>
<CAPTION>
                                                      Accumulated
                                                      during                                                     Period from
                                                      development                                                July 28, 1995
                                                      stage                Quarter Ending       Quarter Ending   through
                                                      July 28, 1995 -      June 30,             June 30,         March 31,
                                                      June 30, 2001        2001                 2000             2001
                                                      -------------        ----                 ----             ----
<S>                                                   <C>                  <C>                  <C>              <C>
Cash flows from operating activities
         Net (loss)                                     (12,449,127)       $ (22,808)           $   (31,628)     $  (12,426,319)
         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 costs          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      (732,034)          18,475                (18,040)           (750,509)
              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 activies          (13,755,170)          (4,333)               (49,668)        (13,750,837)
                                                        -----------           ------                -------         -----------

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 activi              5,904,330                                    -              5,904,330
                                                        -----------           ------                -------         -----------

Cash flows from financing activities
         Sales of common stock                            7,045,835                                                   7,884,016
         Common stock subscriptions received                805,000                                                     805,000
                                                        -----------           ------                -------         -----------

         Net cash provided by financing activities        7,850,835                                    -              8,689,016
                                                        -----------           ------                -------         -----------

         Net increase (decrease) in cash                         (4)          (4,333)               (49,668)              4,329

         Cash at the beginning of period                     -                 4,329                 54,829
                                                        -----------           ------                -------         -----------

         Cash at end of period                        $                    $      (4)           $     5,161      $        4,329
                                                      ==============       ==========            ===========      ==============
</TABLE>

    The accompanying notes are an integral part of these financial statements



<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  June 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  amount  the
creditors,  thereby satisfying all of Ameriserv's  outstanding debts.  Ameriserv
ceased operations at the conclusion of the bankruptcy proceedings.

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

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

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

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


<PAGE>



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

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

NOTE 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>



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>



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 March 31, 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>




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>



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>

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
June 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 June 30,
2001, the Company incurred $22,808 in general and administrative  expenses.  The
total  cumulative  expense during the  development  stage is  $4,653,985.  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 June 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 June 30, 2001, the Company recorded
a net loss of $22,808.  The loss of $22,808 for 2001 was primarily from bringing
the Company current with accounting and reporting requirements.

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

     As at June 30, 2001,  the Company had a cash  balance of $(4),  compared to
$5,161 as of June 30, 2000. The amounts  expended were used to bring the Company
current and came from private funds.

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

     As at June 30, 2001, the Company had $87,901 in accounts payable and $8,530
for the period ended June 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.


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, Director

Dated: August 9, 2001



<PAGE>