UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

(Mark One)

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

        For quarterly period ended September 30, 2003

[ ]     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 AMB, PLLC
   4225 N. BROWN AVE., SCOTTSDALE, ARIZONA                    85251
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (ZIP Code)

Registrant's telephone number, including area code:       (480) 946-4006
                                                    ----------------------------


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 [ ] No [X]

The number of shares of the Registrant's Common Stock, as of September 30, 2003:
28,163,950

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                  FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2003

                                      INDEX


PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

Consolidated Balance Sheet as of September 30, 2003                           3

Statement of Operations for the Quarter Ended September 30, 2003 and 2002     5

Statement of Stockholder's Equity                                             6

Statement of Cash Flows for the Quarter Ended September 30, 2003              8

Notes to Interim Consolidated Financial Statements                            9

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                                 15

Item 3  Controls and Procedures                                              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                                                           18


                                       2

<PAGE>

    AMERICAN SOUTHWEST HOLDINGS, INC. (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                                   (UNAUDITED)
                     SEPTEMBER 30, 2003 & DECEMBER 31, 2002



                                     ASSETS

                                                    SEPTEMBER 30    DECEMBER 31
                                                       2003            2002
                                                    ---------------------------
CURRENT ASSETS

   Cash                                             $      2,841   $         --
                                                    ---------------------------

   Total Assets                                     $      2,841   $         --
                                                    ===========================




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


                                       3

<PAGE>

    AMERICAN SOUTHWEST HOLDINGS, INC., (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                                   (UNAUDITED)
                     SEPTEMBER 30, 2003 & DECEMBER 31, 2002


                                   LIABILITIES

                                                    SEPTEMBER 30    DECEMBER 31
                                                       2003            2002
                                                    ---------------------------

CURRENT LIABILITIES
   Accounts Payable                                 $    120,821   $     79,688
   Note Payable Alan Doyle                                12,000             --
                                                    ---------------------------

        Total Current Liabilities                   $    132,821   $     79,688

STOCKHOLDER'S EQUITY
   Common stock-authorized, 100,000,000 shares
     at $.001 par value; issued and outstanding,
     22,163,950 shares in 2002 and 28,163,950
     in 2003                                              28,164         22,164
   Paid in Capital                                    12,464,174     12,408,082
   Deficit accumulated during the
     development stage                               (12,622,319)   (12,509,934)
                                                    ---------------------------

        Total Stockholder's Equity                      (129,981)       (79,688)
                                                    ---------------------------

        Total liabilities and stockholder's equity  $      2,841   $         (0)
                                                    ===========================



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


                                       4

<PAGE>

    AMERICAN SOUTHWEST HOLDINGS, INC., (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                            SEPTEMBER 30, 2003 & 2002
<TABLE>
<CAPTION>
                                               Cumulative        3 months        3 months        9 months        9 months
                                                 during           ending          ending          ending          ending
                                               development        30-Sep          30-Sep          30-Sep          30-Sep
                                                 stage             2003            2002            2003            2002
                                              ----------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Revenue

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

Expenses

   General and Administrative                    4,827,176          60,384           4,552         112,384          67,302
   Organizational Costs                            120,000              --              --              --              --
   Write-off of exploration and development             --              --              --              --              --
     costs on the Hiab Project                   7,697,615              --              --              --              --
   Depreciation                                     61,465              --              --              --              --
                                              ----------------------------------------------------------------------------

        Total expenses                          12,706,256          60,384           4,552         112,384          67,302

   Loss from development stage operations      (12,629,462)        (60,384)         (4,552)       (112,384)        (67,302)
   Interest Income                                   7,144              --              --              --              --
                                              ----------------------------------------------------------------------------

        Net (loss)                            $(12,622,318)   $    (60,384)   $     (4,552)   $   (112,384)   $    (67,302)
                                              ============================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>

    AMERICAN SOUTHWEST HOLDINGS, INC, (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                                   (UNAUDITED)
                            SEPTEMBER 30, 2003 & 2002
<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated
                                             Common Stock           Additional       Common      During The
                                       -------------------------     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)   $    58,281

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)      (105,118)

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

Warrants issued
   2,400,000 warrants at $.01                                           24,000             --              --         24,000

Shares Issued for cash with
   warrents attached at $.09             2,400,000      2,400          213,600             --              --        216,000

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 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 statements.

                                       6

<PAGE>

    AMERICAN SOUTHWEST HOLDINGS, INC., (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED
                                   (UNAUDITED)
                            SEPTEMBER 30, 2003 & 2002
<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated
                                             Common Stock           Additional       Common      During The
                                       -------------------------     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

Net Loss                                        --         --               --             --        (945,964)      (945,964)
                                       -------------------------------------------------------------------------------------
Balance at December 31, 2000            18,863,950     18,864       12,246,382             --     (12,392,028)      (126,782)

Net Loss                                        --         --               --             --         (60,608)       (60,608)
                                       -------------------------------------------------------------------------------------
Balance at December 31, 2001            18,863,950     18,864       12,246,382             --     (12,452,636)      (187,390)

Stock issued for cash
   400,000 at $0.04/share                  400,000        400           15,600             --              --         16,000

Warrants issued with stock
   400,000 warrants @ $0.01/share               --         --            4,000             --              --          4,000

Stock issued for amounts due on
   account at $0.04/share                2,900,000      2,900          113,100             --              --        116,000
Warants issued for amounts due
   on account at $0.01/share                    --         --           29,000             --              --         29,000

Net Loss this year to date                      --         --               --             --         (57,298)       (57,298)
                                       -------------------------------------------------------------------------------------
Balance at December 31, 2002            22,163,950     22,164       12,408,082             --     (12,509,934)       (79,688)

Stock issued for amounts due on
   account at $0.01/share                6,000,000      6,000           56,092             --              --         62,092

Net Loss this year to date                      --         --               --             --        (112,384)      (112,384)
                                       -------------------------------------------------------------------------------------
Balance as of September 30, 2003        28,163,950   $ 28,164      $12,464,174             --    $(12,622,318)   $  (129,980)
                                       =====================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       7

<PAGE>

    AMERICAN SOUTHWEST HOLDINGS, INC. (FORMERLY NAMIBIAN COPPER MINES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                            SEPTEMBER 30, 2003 & 2002
<TABLE>
<CAPTION>
                                                     Cumulative
                                                       during        9 months ending     9 months ending
                                                     development          30-Sep             30-Sep
                                                       stage               2003               2002
                                                    ----------------------------------------------------
<S>                                                 <C>              <C>                 <C>
Cash flows from operating activities
   Net (loss)                                       $(12,622,318)    $      (112,384)    $       (57,302)
   Adjustments to reconcile net loss to net
     used in operating activities:
     Services paid by common stock                       284,500              79,411                  --
     Increase (decrease) in accounts payable             132,821              35,814              57,302
                                                    ----------------------------------------------------

   Net cash (used) by operating activities           (12,204,997)            115,225                  --
                                                    ----------------------------------------------------
Cash flows from investing activities

   Net cash (used) by investing activities                    --                  --                  --
                                                    ----------------------------------------------------
Cash flows from financing activities
   Sales of common stock                              12,207,838                  --                  --
                                                    ----------------------------------------------------

   Net cash provided by financing activities          12,207,838                  --                  --

   Net increase (decrease) in cash                         2,841               2,841                  --

   Cash at the beginning of period                            --                  --                  --
                                                    ----------------------------------------------------

   Cash at end of period                            $      2,841     $         2,841     $            --
                                                    ====================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       8
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003


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.

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.

                                       9

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2003


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.

At a Board of Directors meeting,  held May 20, 2002, in Sydney,  Australia,  the
board extended the expiration date of 4,000,000 stock warrants expiring June 30,
2002, to be extended to June 30, 2004,  the 5,750,000  stock  warrants  expiring
June 30,  2002,  to be  extended  to June 30,  2004.  The Board also  authorized
issuing  2,900,000  shares of stock with warrants  expiring  June 30, 2004,  for
payment of amounts owing to various  individuals.  A placement of 400,000 shares
of stock with  warrants was made at this time for a price of $0.04 per share for
the stock and $0.01 for each warrant attached. The warrants are exercisable at a
price of $.10 per share.

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.


                                       10

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2003


         INCOME TAXES

         The  Company has a net  operating  loss of  approximately  $12,000,000,
         which may be carried  forward to reduce  taxable income in future years
         through  2011.  Because of the loss,  no current  provision  for income
         taxes has been recorded for the year ended December 31, 2001.

         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:


                                       11

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2003


         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.

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


                                       12

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2003


NOTE C - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)

         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.

         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.


                                       13

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2003


NOTE C - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)

         Discussions  with various  companies in the mining and other industries
         continue to try and merge the Company  with  another  company.  At this
         time the Chairman of the Board has open discussions with two firms.

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

         As  of  September  30,  2003,  the  Company  has  13,050,000   warrants
         outstanding that are due to expire on June 30, 2004


                                       14
<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 ending
September 30, 2003, versus $0 revenues for the same period in 2002. To date, the
Company has not relied upon revenues for funding.  The Company expects to derive
its funding from private sources.

     GENERAL  AND  ADMINISTRATIVE  EXPENSES:   During  the  three  months  ended
September   30,  2003,   the  Company   incurred   $60,384.00   in  general  and
administrative  expenses.  The total  cumulative  expense during the development
stage is $4,827,176,00.  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 2003 or 2002 and only $76,794 from July
28, 1995 to present.

     PROVISION  FOR INCOME  TAXES:  As of  September  30,  2003,  the  Company's
accumulated  deficit  was  $(12,622,318),  and as a  result,  there  has been no
provision for income taxes.

     NET INCOME;  For the three months  ended  September  30, 2003,  the Company
recorded a net loss of $(60,384.00).

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2003, the Company had a cash balance of $2,841 compared
to $(0) as of September  30, 2002.  The amounts  expended were used to bring the
Company  current in all  regulatory  matters and  filings and came from  private
funds.


                                       15
<PAGE>

     As of  September  30,  2003,  the Company  had $0 in  accounts  receivable,
compared to $0 as of September  30, 2002.  The Company has been  non-functioning
during this time frame.

     As of September 30, 2003, the Company had $120,821 in accounts  payable and
$79,687 for the period ending September 30, 2002.

     The Company's future funding  requirements will depend on numerous factors.
These factors  include the Company's  ability to receive  additional  funding to
meets 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.

ITEM 3.  CONTROLS AND PROCEDURES

     Our President (Chief Executive Officer) and Treasurer  (Principal Financial
Officer),  based on the evaluation of our disclosure controls and procedures (as
defined in rules  13a-15(e) or 15d-15(e) of the Securities  Exchange Act of 1934
as  amended  required  by  paragraph  (b) of Rule  13a-15  or Rule  15d-15,  has
concluded as of September 30, 2003, our disclosure  controls and procedures were
effective to ensure that the  information we are required to disclose in reports
that we  file  or  submit  under  the  Securities  and  Exchange  Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange  Commission rules and forms.  During the three months
ended  September 30, 2003, and there was no change in our internal  control over
financial  reporting  identified in connection  with the evaluation  required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected,  or is
reasonable  likely to materially  affect,  our internal  control over  financial
reporting.


                                       16
<PAGE>

                          PART II - - OTHER INFORMATION

ITEM 1.  LEGAL PROCEDINGS

None

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit No.                             Description
-----------    -----------------------------------------------------------------

   31          Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002

   32          Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002


(b)      REPORTS ON FORM 8-K

     There  were no  reports  on Form  8-K  filed  for the  three  months  ended
September 30, 2003. 17


                                       17
<PAGE>

                                 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 (Chief Executive Officer) and
                                        Treasurer (Principal Financial Officer)

Dated: January 5, 2004


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