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, 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 BLUME LAW FIRM, P.C.
11811 N. TATUM BOULEVARD, SUITE 1025, PHOENIX, ARIZONA       85028-1699
------------------------------------------------------       ----------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (602) 494-7976


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, 2000:
13,363,950







<PAGE>



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



                                      INDEX

PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

Consolidated Balance Sheet as of June 30, 2000 ........................   5

Statement of Operations for the Quarter Ended June 30, 2000 and 1999 ..   7

Statement of Stockholder's Equity ......................................  8

Statement of Cash Flows for the Quarter Ended June 30, 2000   ..........  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















                                        2


<PAGE>



ITEM 1.    FINANCIAL STATEMENTS

                               COMPILATION REPORT
                        AMERICAN SOUTHWEST HOLDINGS, INC.

                                  JUNE 30, 2000


<PAGE>



                        AMERICAN SOUTHWEST HOLDINGS, INC.

                          (A Development State Company)

                                TABLE OF CONTENTS

                                  June 30, 2000

DOCUMENT                                                        PAGE NO.
Table of Contents                                               2
Compilation Statement                                           3
Balance Sheet - Assets                                          4
Balance Sheet - Liabilities                                     5
Statement of Operations                                         6
Statement of Stockholder's Equity                               7-8
Statement of Cash Flows                                         9
Notes to Financial Statements                                   10-13




<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 June 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.

Scottsdale, AZ
August 5, 2000





<PAGE>



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

                                  BALANCE SHEET

                         June 30, 2000 and June 30, 1999

<TABLE>
<CAPTION>
                           LIABILITIES

                                                                                June 30,          June 30,
                                                                                2000              1999
                                                                                ----              ----
<S>                                                                             <C>               <C>
CURRENT LIABILITIES
         Accounts Payable                                                       $        23,530   $
         Notes Payable
         Interest Payable                                                                ------   -----------
                  Total Current Liabilities                                              23,530         -

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                                         13,364          9,264
         Paid in Capital                                                             11,569,382     11,243,482
         Deficit accumulated during the development stage                           (11,432,064)   (11,194,666)
         Current Income (Loss)                                                         (167,051)
                                                                                       --------    ------------

                  Total Stockholder's Equity                                            (16,369)        58,080
                                                                                        -------         ------

                  Total liabilities and stockholder's equity                    $         7,161   $     58,080
                                                                                ===============   ============

</TABLE>



    The accompanying notes are an integral part of these financial statements


                                     Page 4


<PAGE>



<TABLE>
<CAPTION>
                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                         June 30, 2000 and June 30, 1999

                                   LIABILITIES

                                                       June 30,                 June 30,
                                                       2000                     1999
                                                       ----                     ----
<S>                                                    <C>                      <C>
CURRENT LIABILITIES
         Accounts Payable                               $         23,530        $
         Notes Payable
         Interest Payable                                  -------------        -------------

            Total Current Liabilities                             23,530              -

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                  13,364                9,264
         Paid in Capital                                      11,569,382           11,243,482
         Deficit accumulated during the development stage    (11,432,064)         (11,194,666)
                                                             -----------          -----------



             Total Stockholder's Equity                          (16,368)              58,080
                                                                 -------               ------

             Total liabilities and stockholder's equity $          7,161        $      58,080
                                                        ================        =============

</TABLE>




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

                                     Page 5


<PAGE>



<TABLE>
<CAPTION>
                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                 June 30, 2000, and June 30, 1999 and cumulative

                                                                                                        Period from
                                                    Cumulative                                          July 28, 1995
                                                    during           Quarter Ending   Quarter Ending    through
                                                    development      June 30,         June 30,          December 31,
                                                    stage            2000             1999              1998
                                                    -----            ----             ----              ----
<S>                                                 <C>              <C>              <C>               <C>
Revenue
     Miscellaneous Income                           $       76,794   $    -                             $        76,794

Expenses

     General and Administrative                          3,485,905          28,628                            3,457,277
     Organizational Costs                                   88,000           6,000                               82,000
     Depreciation                                           61,465                                               61,465
                                                            ------          ------    ------------               ------

          Total expenses                                 3,635,370          34,628                            3,600,742

     Loss from development stage operations             (3,558,576)        (34,628)                          (3,523,948)

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

     Net operating (loss)                               (3,551,432)        (34,628)                          (3,516,804)

     Extraordinary income (expenses)

        Restatement of prior year expenses resulting
         from write-off of liabilities on the Haib
         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 Haib Project                            (4,466,157)                                          (4,466,157)
                                                        ----------         ---------  ------------           ----------

     Net (loss)                                     $  (11,249,047)  $     (34,628)                     $    (11,194,666)
                                                    ==============   =============    ============      ================

     Net (loss) per share                           $        (1.11)  $       (0.02)                     $          (1.16)
                                                    ==============   =============    ============      =====================

     Weighted average shares                            10,227,596      10,227,596                             6,194,988
                                                        ==========      ==========    ============             =========

</TABLE>


        The accompanying notes are an integral part of these statements.
                                     Page 6


<PAGE>



<TABLE>
<CAPTION>
                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDER'S EQUITY
               June 30, 2000 and December 31, 1999, 1998 and 1997

                                                                                                   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
                                     Page 7



<PAGE>

<TABLE>
<CAPTION>

                      AMERICAN SOUTHWESTERN HOLDINGS, INC.
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED
               June 30, 2000 and December 31, 1999, 1998 and 1997

                                                                                                   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                                                                                (146,604)       (146,604)
                                                ----------    ------    ----------     --------      ------------     ---------

Balance at December 31, 1999                    10,943,950    10,944    11,329,803         -         (11,194,666)         (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 as of June 30, 2000                     13,363,950    13,364    11,569,383         -         (11,324,089)      112,054
                                                ==========    ======    ==========     =========     ===========       =======
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                     Page 8


<PAGE>


<TABLE>
<CAPTION>
                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                 June 30, 2000 and June 30, 1999 and cumulative

                                                        Cumulative
                                                        during                  Quarter Ending      Quarter Ending
                                                        development             June 30,            June 30,
                                                        stage                   2000                1999
                                                        -----                   ----                ----
<S>                                                     <C>                     <C>                 <C>
Cash flows from operating activities
     Net (loss)                                         $   (11,563,644)        $     (34,628)      $    -
     Adjustments to reconcile net loss to net
      used in operating activities:
          Depreciation                                          136,004
          Decrease in accounts receivabl                          2,422
          Amortization of organizational                        118,000                 6,000
          Loss or (gain) on Asset Sales                         (19,753)
          Decrease (increase) in deposits and other assets      (10,760)
          Increase (decrease) in accounts payable              (917,373)              (11,040)
          Increase (decrease) in notes payable               (1,696,722)
          Increase (decrease) in interest payable                 7,113
                                                                  -----               -------        -------

     Net cash (used) by operating activities                (13,944,713)              (39,668)           -
                                                            -----------               -------        -------

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

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

Cash flows from financing activities
     Sales of common stock                                    7,212,496
     Common stock subscriptions received                        805,000

     Net cash provided by financing activities                8,017,496                 -                -
                                                              ---------               -------        -------

     Net increase (decrease) in cash                              5,162               (39,668)

     Cash at the beginning of period                              -                    44,830            328
                                                                  -----                ------            ---

     Cash at end of period                              $         5,162         $       5,162       $    328
                                                        ===============         =============       ========
</TABLE>

    The accompanying notes are an integral part of these financial statements.
                                     Page 9


<PAGE>




                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 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

                                    Page 10



<PAGE>



$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.

                                     Page 11

<PAGE>



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.

                                    Page 12

<PAGE>



         NOTE C- DEVELOPMENT STAGE AND GOING CONCERN

         Since July 28, 1995, the Company has been in the development  stage and
         its principal  activities have consisted of raising capital,  obtaining
         property or exploration rights and conducting exploratory operations in
         anticipation  of  completing  a  feasibility  study on the Haib  Copper
         Project.

         The accompanying  financial  statements have been prepared on the basis
         of a going concern,  which  contemplates  the realization of assets and
         liquidation  of  liabilities  in the  normal  course of  business.  The
         Company is not yet generating  revenue from mining  operations  and, at
         December  31,  1997,  has  accumulated  a  deficit  from its  operating
         activities and has incurred  substantial  obligations.  Continuation of
         the Company as a going concern is dependent  upon,  among other things,
         obtaining  additional  capital,  and achieving  satisfactory  levels of
         profitable  operations.  The financial  statements include  adjustments
         resulting from the default on the Farm-In  Agreement with Great Fitzroy
         Mines 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.

                                    Page 13

<PAGE>




NOTE C - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)

         Discussions  have been held with various firms during the first quarter
         of 2000,  in  regards  to  selling  the  shares of the  company.  These
         discussions  have  not  been  advantageous  to  the  Company,   and  no
         discussions are currently in process.

NOTE D - DEFAULT ON FARM-IN AGREEMENT

         During 1997, the Company was unable to raise  sufficient  funds for the
         continued development of the Haib Project. As a result, the Company has
         defaulted on its Farm-In  Agreement with Great Fitzroy Mines NL to earn
         an 80%  interest  in the  Haib  project.  At  December  31,  1997,  the
         following  adjustments  and  write-downs  were made to reduce assets to
         their expected net realizable value.

                  Deferred Mineral Exploration costs in the amount of $4,887,852
                  were written off.

                  In 1997, total  capitalized  costs of the Haib mining property
                  in the amount of  $5,740,262  were  reduced by  $4,151,463  to
                  $1,588,799 representing a 20% interest in the Haib project.

                  Liabilities  in the amount of $2,684,118  relating to the Haib
                  project have been written off.

                  Prior year expenses  resulting from the write-off  liabilities
                  in the amount of $266,136 have been restated (reduced).

         Effective December 31, 1998,  additional  write-offs of $1,588,788 were
         made resulting in the Company  owning no residual  interest in the Haib
         Project.

         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.

                                    Page 14

<PAGE>


         NOTE E - WARRANTS

         At December  31, 1999,  the Company had no  outstanding  warrants to be
         redeemed.

                                    Page 15

<PAGE>

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

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

Overview
--------

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

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

     Revenues.  The Company  generated $0 in revenues for the three months ended
June 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 not yet identified.

     General and Administrative Expenses. During the three months ended June 30,
2000, the Company incurred $28,628 in general and administrative  expenses.  The
total cumulative expense during the development stage is $3,485,905.

     Income.  There has been no income in 1999 or 2000 and $76,794 from July 28,
1995 to the present from all sources.  At this time no source of income has been
identified and none is expected.

     Provision for Income Taxes. As of June 30, 2000, the Company's accumulated
deficit was $11,249,047, and as a result, there has been no provision for income
taxes.

     Net Income.  For the three months ended June 30, 2000, the Company recorded
a net loss of  $34,628,  or $0.02 per share.  The loss of  $34,628  for 2000 was
primarily  from  bringing the Company  current  with  accounting  and  reporting
requirements.

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

     As at June 30, 2000, the Company had a cash balance of $5,161,  compared to
$328 as of June 30, 1999.  The amounts  expended  were used to bring the Company
current and came from private funds.

     As at June 30, 2000, the Company had $0 in accounts receivable, compared to
$0 as at June 30, 1999. The Company has been nonfunctioning from 1999 to date.

     As at June 30, 2000, the Company had $23,530 in accounts payable and $0 for
the period ended June 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.

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     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

None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.    OTHER INFORMATION

     On August 8, 2000, Peter Holsworth was appointed to the Board of Directors.
This  event is being  reported  on a Form  8-K to be  filed  subsequent  to this
quarterly report.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

     A Form 8-K was filed  subsequent to this  quarterly  report  discussing the
appointment of Peter Holsworth to the Board of Directors.  No Form 8-K was filed
for the second quarter of 2000.


                                 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: September 1, 2000



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