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 March 31, 2002

____ 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 March 31, 2002:
18,863,950

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                    FORM 10-QSB, QUARTER ENDED MARCH 31, 2002


<TABLE>
                                      INDEX
<CAPTION>

<S>                                                                                                             <C>
PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

Consolidated Balance Sheet as of March 31, 2002                                                                   4

Statement of Operations for the Quarter Ended March 31, 2002 and 2001                                             6

Statement of Stockholder's Equity                                                                                 7

Statement of Cash Flows for the Quarter Ended March 31, 2002                                                      9

Notes to Interim Consolidated Financial Statements                                                               10

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

Item 2  Management's Discussion and Analysis                                                                     16

PART II   OTHER INFORMATION

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

         Signatures                                                                                              17

</TABLE>

<PAGE>

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



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

We have  reviewed  the  balance  sheet  of  American  Southwest  Holdings,  Inc,
(Formerly  Namibian Copper Mines,  Inc.), a Developmental  Stage Company,  as of
March 31, 2002 and 2001, and the related  statements of income,  owner's 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.

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

<PAGE>

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

                                 BALANCE SHEET

                            March 31, 2002, and 2001

<TABLE>
<CAPTION>
                                     ASSETS

                                                        2002            2001
                                                        ----            ----
<S>                                                     <C>             <C>
CURRENT ASSETS
    Cash                                                $       (4)     $      4,329

    Total Assets                                        $       (4)     $      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)

                                 BALANCE SHEET

                            March 31, 2002, and 2001

<TABLE>
<CAPTION>

                                  LIABILITIES

                                                        2002            2001
                                                        ----            ----
<S>                                                     <C>             <C>
CURRENT LIABILITIES
    Accounts Payable                                    $   187,386     $    165,401

        Total Current Liabilities                           187,386          165,401

STOCKHOLDERS' EQUITY
    Common stock - authorized, 100,000,000
      shares at $.001 par value; issued and
      outstanding, 18,863,950 shares in
      2000 and 18,863,960 in 2001                            18,864           18,864
    Stock warrants                                           97,500           97,500
    Paid in Capital                                      12,148,882       12,148,882
    Deficit accumulated during development
      stage                                             (12,452,636)     (12,426,320)

       Total Stockholders' Equity                          (187,390)        (161,073)

       Total liabilities and stockholders' equity       $        (4)    $      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)

                            STATEMENT OF OPERATIONS

                             March 31, 2002 and 2001


<TABLE>
<CAPTION>

                                                                Cumulative
                                                                during          Year ended      Year ended
                                                                development     March 31,       March 31,
                                                                stage           2002            2001
                                                                -----           ----            ----
<S>                                                             <C>             <C>             <C>
Revenue
        Miscellaneous Income                                    $       76,794  $           -   $          -

Expenses
        General and Administrative                                   4,657,494                        34,291
        Organizational Costs                                           120,000
          Restatement of prior year expenses resulting
            from write-off liabilities on the Hiab Project            (266,135)
          Write-down of Hiab mining properties, net                  3,477,840
          Loss of Disposal of Equipment                                 19,753
          Write-off of exploration and development costs
            on the Hiab Project                                      4,466,157
        Depreciation                                                    61,465

        Total expenses                                              12,536,574              -         34,291

        Loss from development stage operations                     (12,459,780)             -        (34,291)

        Interest Income                                                  7,144

        Net (loss)                                              $  (12,452,636) $           -   $    (34,291)

        Net (loss) per share                                    $        (0.66)                 $      (0.00)

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

</TABLE>

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

<PAGE>

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

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                             March 31, 2002 and 2001

<TABLE>
<CAPTION>

                                                                                                          Deficit
                                                                                                          Accumulated
                                                                          Additional      Common          During the
                                                  Common Stock            Paid-In         Stock           Development
                                             Shares          Amount       Capital         Subscribed      Stage          Total
                                             ------          ------       -------         ----------      -----          -----
<S>                                          <C>             <C>          <C>             <C>             <C>            <C>
Balance at December 31, 1998                   9,263,950     $    9,264   $ 11,243,483                    $ (11,194,666) $   58,081

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

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

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

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

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

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

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

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

Shares issed for cash with warrants
  attached 1,600,000 shares at $.09
  per share                                    1,600,000          1,600        142,400                                      143,800

Stock issued for cash
  1,520,000 shares at $.10 per share           1,520,000          1,520        150,480                                      152,000

Warrants issued for services rendered
  5,750,000 warrants with value of
  $.01 per warrant                                                              57,500                                       57,500

</TABLE>

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

<PAGE>

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

                  STATEMENTS FO STOCKHOLDER'S EQUITY-CONTINUED

                           March 31, 2002 and 2001


<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                          Accumulated
                                                                          Additional      Common          During the
                                                  Common Stock            Paid-In         Stock           Development
                                             Shares          Amount       Capital         Subscribed      Stage          Total
                                             ------          ------       -------         ----------      -----          -----
<S>                                          <C>             <C>          <C>             <C>             <C>            <C>
Warrants issued with stock purchase
  1,600,000 warrants with value
  of $.01 per warrant                                                         16,000                                         16,000

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

Balance at December 31, 2000                 18,863,950       18,864      12,246,382                      (12,392,028)     (126,982)

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

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

Net Loss

Balance at March 31, 2002                    18,863,950       18,864      12,246,382                      (12,452,636)     (187,590)

</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
                             March 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                        Cumulative
                                                        During          Year Ended      Year Ended
                                                        Development     December 31,    December 31,
                                                        Stage           2001            2000
                                                        -----           ----            ----
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities
    Net (loss)                                          $ (12,437,636)  $           -   $     (34,291)
    Adjustments to reconcile net loss to net
      used in operating activities:
        Services paid by common stock                          76,202
        Depreciation                                           61,464
        Decrease in accounts receivable                           760
        Amortization of organizational costs                  120,000
        Decrease(increase) in deposits and other assets          (760)
        Increase(decrease) in accounts payable               (743,526)              -          13,763
        Increase(decrease) in notes payable                (1,696,722)
        Increase(decrease) in interest payable                  7,113

   Net cash (used) by operating activities                (14,613,104)                        (20,528)

Cash flows from investing activities
   Write-ff of exploration costs                            4,466,157
   Write-off of machinery & office equipment                   19,753
   Purchase of property and equipment                        (931,920)
   Expenditures on mineral exploration costs               (3,283,917)
   Write down of mining properties                          5,654,010

   Net cash (used) by investing activities                  5,924,083

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

   Net cash provided by financing activities                8,689,016                               -

   Net increase(decrease) in cash                                  (4)              -         (20,528)

   Cash at the beginning of period                                                 (4)         24,756

   Cash at end of period                                $          (4)  $          (4)  $       4,228

</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
                                 March 31, 2002


American  Southwest  Holdings,  Inc.,  (formerly Namiban 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
Hiab  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 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 proceeds were  distributed  among the creditors,
thereby  satisfying  all of  Ameriserv's  outstanding  debts.  Ameriserv  ceased
operations at the conclusion of the bankruptcy proceedings.

At a special shareholder's 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 Hiab  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 Hiab 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.

<PAGE>

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

Accounting Method
-----------------

The Company's  financial  statements are prepared using United States  generally
accepted accounting principles with a fiscal year ending December 31.

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.

Depreciation
------------

Depreciation is computed on a straight-line basis over an estimated service life
of five years.

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.


<PAGE>

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.

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.

Estimated Fair Value Information
--------------------------------

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

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

Cash
----

The carrying value amount approximates fair value.

Notes Payable
-------------

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

<PAGE>

NOTE C- DEVELOPMENT STAGE AND GOING CONCERN

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

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

NOTE C - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)

Discussions  have been held with various firms during 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.

In 2001 and early 2001 the  Company  was  engaged in the due  diligence  process
regarding a possible  project in the  People's  Republic  of China.  A letter of
intent  had  been  signed   between  the   parties.   The  project  was  located
approximately 800 KM  west-southwest  of Beijing in the Shaanxi  Province.  This
project entailed drilling 40 production wells in the oil fields,  where reserves
are  estimated at 90 million tons of oil. The Company  would 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  would  receive 80%
equity in these 300 wells for the full  expenditure  which would be recouped out
of production. The Company would 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 were also  exploration  rights over certain  areas not  previously
explored in the Zichang  county,  which  encompasses  part of the  Yanchang  oil
field.

Further  discussions  have  not  been  made on the  matter  with  China  and all
negotiations  have been  teminated.  At the  present  time the  Company is still
having  discussions  with  various  firms in regard to selling the shares of the
company.  These  discussions  have not been  adventageous  to the  Company,  and
discussions continue with new firms as they are located.

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.

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.

<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
March 31,  2002,  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 March
31, 2002, the Company  incurred $2,482 in general and  administrative  expenses.
The total cumulative  expense during the development stage is $4,656,467.  These
expenses  were incurred for legal,  accounting  and  administrative  expenses to
maintain the good standing of the Company.

     Income. There has been no income in 2001 or 2002 and only $76,794 from July
28, 1995 to the present.

     Provision for Income Taxes. As of March 31, 2002, 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 March 31, 2002, the Company recorded
a net loss of $0.


<PAGE>

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

     As at March 31,  2002,  the Company had a cash  balance of $0,  compared to
$202,116  as of March 31,  2001.  The  amounts  expended  were used to bring the
Company  current in all  regulatory  matters and  filings and came from  private
funds.

     As at March 31, 2002, the Company had $0 in accounts  receivable,  compared
to $0 as at March 31,  2001.  The Company has been  non-functioning  during this
time frame.

     As at March 31,  2002,  the  Company had  $186,358 in accounts  payable and
$8,530 for the period ended March 31, 2001.  The income was due to added expense
for compliance activities.

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

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

                          PART II -- OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None

ITEM 2.    CHANGES IN SECURITIES

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.    OTHER INFORMATION

None.

<PAGE>


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

None.

                                 SIGNATURE PAGE

     Pursuant  to the  requirements  of  section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                               AMERICAN SOUTHWEST HOLDINGS, INC.


                                                                  /s/ Alan Doyle
                                                                  --------------
                                                                      Alan Doyle
                                                                       President

Dated: May 24, 2002