UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB/A

(Mark One)


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

                  For quarterly period ended September 30, 2000

    ____          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _______

Commission file number:  0-27947

                        American Southwest Holdings, Inc.
                        ---------------------------------
             (exact name of registrant as specified in its charter)


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


c/o John A. Yellich

13545 Milwaukee Court, Thornton, Colorado      80241
-----------------------------------------      -----
(Address of principal executive offices)       (ZIP Code)

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


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X  No
                                       ---    ---

The number of shares of the Registrant's Common Stock, as of September 30, 2000:
18,863,950

                                       1
<PAGE>



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



                                      INDEX

PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

Consolidated Balance Sheet as of September 30, 2000                            7

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

Statement of Stockholder's Equity                                              9

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

Notes to Interim Consolidated Financial Statements                            13

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

Item 2  Management's Discussion and Analysis                                  19

PART II   OTHER INFORMATION

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

         Signatures                                                           21




                                       2
<PAGE>



ITEM 1.    FINANCIAL STATEMENTS

                               COMPILATION REPORT

                        AMERICAN SOUTHWEST HOLDINGS, INC.

                               SEPTEMBER 30, 2000





                                       3
<PAGE>

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

                                TABLE OF CONTENTS

                               September 30, 2000

<TABLE>
<CAPTION>

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

                                       4
<PAGE>


                              FINANCIAL STATEMENTS


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




To the Board of Directors and Stockholders

American  Southwestern  Holdings,  Inc., formerly Namibian Copper Mines, Inc, (a
development stage company).

We have  compiled  the  accompanying  balance  sheet  of  American  Southwestern
Holdings,  Inc.,  formerly  Namibian  Copper  Mines,  Inc.(a  development  state
company) as of September  30,  2000,  and the related  statements  of income and
retained  earnings and cash flows for the period then ended,  in accordance with
standards established by the American Institute of Certified Public Accountants.

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

/s/ Ashworth, Mitchell, Brazelton, P.L.L.C.
 Scottsdale, AZ
October 18, 2000









                                      F-1


<PAGE>





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

                    September 30, 2000 and September 30, 1999


<TABLE>
<CAPTION>
                                     ASSETS

                                                 September 30,     September 30,
                                                 2000              1999
                                                 ----              ----
<S>                                              <C>               <C>
CURRENT ASSETS
   Cash                                          $  202,116        $    476
                                                 ----------        --------

             Total Current Assets                   202,116             476

DEFERRED MINERAL EXPLORATION COSTS


OTHER ASSETS
   Organization Costs, net

                                                                     24,000

   Deposits and other assets
                                                    ---------        ------

   Net other assets

                                                      -              24,000
                                                 ---------           ------

   Total Assets                                  $  202,116        $ 24,476
                                                 ==========        ========
</TABLE>




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

                                      F-2



<PAGE>



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

                                  BALANCE SHEET

                    September 30, 2000 and September 30, 1999

                                  LIABILITIES

<TABLE>
<CAPTION>
                                                              September 30,     September 30,
                                                              2000              1999
                                                              ----              ----
<S>                                                           <C>               <C>

CURRENT LIABILITIES

   Accounts Payable                                           $         8,530   $      25,000
   Notes Payable
   Interest Payable

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

             Total Current Liabilities                                  8,530          25,000

STOCKHOLDER'S EQUITY (DEFICIT)
   Common stock-authorized, 100,000,000 shares at
    $.001 par value; issued and outstanding, 10,943,950
    shares in 1999 and 18,863,950 in 2000                              18,864          10,944
   Paid in Capital                                                 12,188,882      11,329,802
   Deficit accumulated during the development stage               (11,431,065)    (11,194,666)
   Current Income (Loss)                                             (583,096)       (146,606)
                                                                     --------        --------

             Total Stockholder's Equity                               193,585             (526)
                                                                      -------             ----

             Total liabilities and stockholder's equity       $       202,116   $       24,474
                                                              ===============   ==============
</TABLE>







    The accompanying notes are an integral part of these financial statements

                                      F-3


<PAGE>



                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                Sept. 30, 2000, and Sept. 30, 1999 and cumulative

<TABLE>
<CAPTION>

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

     Expenses
            General and Administrative                            4,219,019         428,045         112,853             3,790,974
            Organizational Costs                                    120,000                          14,000               120,000
            Loss on Disposition of Misc Assets                         -                             19,753
               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                19,753
               Write-off of exploration and development
                costs on the Hiab Projects                        4,466,157                                             4,466,157
            Depreciation                                             61,465                                                61,465
                                                                      -----     -----------      ----------                 -----

               Total expenses                                    12,098,099         428,045         146,606            11,670,054

               Loss from development stage operations           (12,021,305)       (428,045)       (146,606)          (11,593,260)

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

               Net (loss)                                      $(12,014,161)    $  (428,045)     $ (146,606)       $  (11,586,116)
                                                               ============     ===========      ==========        ==============

               Net (loss) per share                            $      (0.92)    $     (0.03)     $    (0.02)       $        (1.04)
                                                               ============     ===========      ==========        ==============

               Weighted average shares                           13,090,051      13,090,051       9,233,508            11,121,542
                                                                 ==========      ==========       =========            ==========

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      F-4


<PAGE>


                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDER'S EQUITY

                    September 30, 2000 and September 30, 1999


<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                         Accumulated
                                                                           Additional      Common        During The
                                                     Common Stock          Paid-in         Stock         Development
                                                Shares         Amount      Capital         Subscribed    Stage          Total
                                                ------         ------      -------         ----------    -----          -----
<S>                                             <C>            <C>         <C>             <C>           <C>            <C>
Balance at July 28, 1995                           30,367      $      30   $               $             $              $       30

Shares issued  for services rendered            2,000,000          2,000          74,202                                     76,202
Shares issued  for cash                         2,967,493          2,967         441,747                                     44,714
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

                                      F-5

<PAGE>


                        AMERICAN SOUTHWEST HOLDINGS, INC.
                      (Formerly Namibian Copper Mines, Inc.
                         (A Developmental Stage Company)
                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

                    September 30, 2000 and September 30, 1999


<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                         Accumulated
                                                                           Additional      Common        During The
                                                     Common Stock          Paid-in         Stock         Development
                                                Shares         Amount      Capital         Subscribed    Stage          Total
                                                ------         ------      -------         ----------    -----          -----
<S>                                             <C>            <C>         <C>             <C>           <C>            <C>
Balance at December 31, 1997                     8,190,960     $   8,191   $10,774,586     $    -        $ (9,493,789)  $ 1,288,988

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

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

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

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

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

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

Net Loss                                                                                                     (236,399)     (236,399)
                                                 ----------      -------   -----------       -----------   ----------       --------

Balance at December 31, 1999                    10,943,950        10,944    11,329,803         -          (11,431,065)      (90,318)

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                                                                                                     (155,051)     (155,051)
                                                 ----------      -------   -----------       -----------   ----------       --------

Balance at June 30, 2000                        13,363,950        13,364    11,569,383         -          (11,586,116)       (3,369)
                                                ----------        ------    ----------       -----------  -----------        ------
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-6


<PAGE>


                        AMERICAN SOUTHWEST HOLDINGS, INC.
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

                    September 30, 2000 and September 30, 1999




<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                         Accumulated
                                                                           Additional      Common        During The
                                                     Common Stock          Paid-in         Stock         Development
                                                Shares         Amount      Capital         Subscribed    Stage          Total
                                                ------         ------      -------         ----------    -----          -----
<S>                                             <C>            <C>         <C>             <C>           <C>            <C>
Shares issued for services
     1,500,000 at $0.15 per share                1,500,000     $   1,500   $   223,500                                  $   225,000

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

Net Loss                                                                                                 $   (428,045)  $  (428,045)
                                                ----------        ------    ----------       -----------  -----------        ------

Balance at September 30, 2000                   18,863,950     $  18,864   $12,188,883                   $(12,014,161)  $   193,585
                                                ==========     =========   ===========       =========== ============   ===========
</TABLE>



    The accompanying notes are an integral part of these financial statements

                                      F-7


<PAGE>


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

                         STATEMENT OF CASH FLOWS

                  September 30, 2000 and September 30, 1999 and cumulative


<TABLE>
<CAPTION>
                                                                                                                     Period from
                                                            Cumulative                                               July 28, 1995
                                                            During          Quarter Ending     Quarter Ending        through
                                                            Development     September 30,      September 30,         30-Jun
                                                            stage           2000               1999                  2000
                                                            -----           ----               ----                  ----
<S>                                                         <C>             <C>                <C>                   <C>
Cash flows from operating activities
   Net (loss)                                               $(11,943,689)   $   (428,045)      $   (122,604)         $  (11,554,488)
   Adjustments to reconcile net loss to net
    used in operating activities:
      Services paid by common stock                                                                                          76,202
      Depreciation                                               136,004                                                     61,464
      Decrease in accounts receivable                              2,422                                                        760
      Amortization of organizational costs                       120,000                             14,000                 120,000
      Loss or (gain) on Asset Sales                              (19,753)                                                   (19,753)
      Decrease (increase) in deposits and other assets           (60,760)                                                      (760)
      Increase (decrease) in accounts payable                   (917,373)                                                  (888,863)
      Increase (decrease) in notes payable                    (1,696,722)                                                (1,696,722)
      Increase (decrease) in interest payable                      7,113                                                      7,113
                                                                   -----        ---------         ----------                  -----

   Net cash (used) by operating activities                   (14,372,758)       (428,045)          (108,604)            (13,895,047)
                                                             -----------        --------           --------             -----------

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

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

Cash flows from financing activities
   Sales of common stock                                       7,837,496         385,000             88,000               7,212,496
   Common stock subscriptions received                           805,000

   Net cash provided by financing activities                   8,642,495         385,000             88,000                805,000
                                                               ---------         -------             ------                -------

   Net increase (decrease) in cash                               202,116         (43,045)                                      212

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

   Cash at end of period                                    $    202,116    $    (37,883)      $        328          $         212
                                                            ============    ============       ============          =============
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-8

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

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2000

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

     The Company was  incorporated in the state of Delaware on October 20, 1989,
under  the name of  Cordon  Corporation  and  subsequently  changed  its name to
Ameriserv Financial  Corporation  ("Ameriserv").  On April 19, 1994,  bankruptcy
proceedings  for Ameriserv were finalized in the US Bankruptcy  Court,  Northern
District of Texas.  Under the terms of the  reorganization  plan,  Ameriserv was
forced to liquidate all of its assets and the proceeds were  distributed  amount
the  creditors,   thereby  satisfying  all  of  Ameriserv's  outstanding  debts.
Ameriserv ceased operations at the conclusion of the bankruptcy proceedings.

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

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

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

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


                                      F-9
<PAGE>


                       American Southwest Holdings, Inc..
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

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

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

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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.

                                      F-10


<PAGE>


                       American Southwest Holdings, Inc..
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

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

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.

                                      F-11


<PAGE>


                        American Southwest Holdings, Inc.
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

NOTE C- DEVELOPMENT STAGE AND GOING CONCERN

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

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

     In April 1999,  the Company  commenced  discussions  with two Cypress firms
regarding  acquiring  their rights to various  interests and  agreements  with a
Russian government corporation involved with diamond cutting and marketing.  The
Company proposed to enter into identical  agreements with two entities formed in
and operating out of the island nation of Cyprus.  These  entities were Mosquito
Mining Limited ("Mosquito") and Select Mining Limited ("Select").  Both entities
are controlled by the same parties.

     The agreements were options to purchase  rights to strategic  interests and
agreements  developed  by  Mosquito  and Select  with the  Russian  governmental
company JVSC  Alrosazoloto  Co. Ltd. Each set of interests and agreements was to
be purchased in exchange for US $3,250,000 or, at the option of each of Mosquito
and Select, common shares in the Company. The Company was to be able to exercise
its right to the interests and agreements at any time within 120 days of signing
each agreement at its discretion if certain conditions were met.

     A  shareholder's  meeting was held on August 2, 1999. At this meeting,  the
shareholders  approved the proposed  agreements.  Members authorized a corporate
name change,  and an 8:1 rollback of the Company's common stock subject to a 120
due diligence period.

     After a further period of due diligence, the company decided not to proceed
with the transaction as had been presented at the annual meeting.

                                      F-12


<PAGE>


                       American Southwest Holdings, Inc..
                     (Formerly Namibian Copper Mines, Inc.)
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000

NOTE C - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)

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

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

NOTE D - DEFAULT ON FARM-IN AGREEMENT

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

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

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

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

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

     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.


                                      F-13


<PAGE>





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

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

Overview
--------

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

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

     Revenues.  The Company  generated $0 in revenues for the three months ended
September 30, 2000, versus $0 revenues for the same period in 1999. To date, the
Company has not relied on revenues  for funding.  The Company  expects to derive
the majority of its funding from private sources.

     General  and  Administrative  Expenses.   During  the  three  months  ended
September 30, 2000, the Company incurred $428,045 in general and  administrative
expenses.   The  total  cumulative  expense  during  the  development  stage  is
$4,219,019.

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

     Provision  for Income  Taxes.  As of  September  30,  2000,  the  Company's
accumulated  deficit  was  $12,014,161,  and as a  result,  there  has  been  no
provision for income taxes.

     Net Income.  For the three months  ended  September  30, 2000,  the Company
recorded a net loss of  $428,045,  or $0.05 per share.  The loss of $428,045 for
2000 was primarily  fromcosts of  investigation  in China with pending  business
projects.



                                       19
<PAGE>

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


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

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

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

         The  Company's  future  funding  requirements  will  depend on numerous
factors.  These  factors  include the  Company's  ability to receive  additional
funding to meet its reporting  obligations  and find some form of acquisition or
business combination.

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

                          PART II -- OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None

ITEM 2.    CHANGES IN SECURITIES

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

     A total of  5,750,000  warrants  were  issued on  August  14,  2000,  at an
exercise price $.10 per warrant to several off-shore  individuals.  There was no
cash  received  for  these  warrants,  which are  non-trading  and have no value
assessed to them.

     On September 14, 2000, the Company issued 1,500,000 warrants at an exercise
price of $0.15 per warrant to several off-shore  individuals.  There was no cash
received for these warrants,  which were  non-trading and have no value assessed
to them.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None



                                       20
<PAGE>

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

None

ITEM 5.    OTHER INFORMATION

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

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

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

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


                                 SIGNATURE PAGE

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

                                               AMERICAN SOUTHWEST HOLDINGS, INC.


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


                                       21