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, 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 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 [X]  No [ ]

The number of shares of the Registrant's Common Stock, as of September 30, 2002:
22,163,950.


<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                  FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2002


                                      INDEX


PART I  FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS

Consolidated Balance Sheet as of September 30, 2002                           3

Statement of Operations for the Quarter Ended September 30, 2002 and 2001     5

Statement of Stockholder's Equity                                             6

Statement of Cash Flows for the Quarter Ended September 30, 2002              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

                            SEPTEMBER 30, 2002 & 2001



                                     ASSETS


                                                         2002          2001
                                                    ---------------------------
CURRENT ASSETS

     Cash                                           $         (4)  $         (4)
                                                    ---------------------------

     Total Assets                                   $         (4)  $         (4)
                                                    ===========================




   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

                            SEPTEMBER 30, 2002 & 2001



                                   LIABILITIES


                                                         2002          2001
                                                    ---------------------------
CURRENT LIABILITIES
   Accounts Payable                                 $     79,687   $    186,358
                                                    ---------------------------

        Total Current Liabilities                         79,687        186,358

STOCKHOLDER'S EQUITY
   Common stock-authorized, 100,000,000
     shares at $.001 par value; issued
     and outstanding, 18,863,950 shares
     in 2001 and 22,163,950 in 2002                       22,163         18,864
   Stock warrants                                        130,500         97,500
   Paid in Capital                                    12,277,582     12,148,882
   Deficit accumulated during the
     development stage                               (12,509,938)   (12,451,608)
                                                    ---------------------------

        Total Stockholder's Equity                       (79,692)      (186,362)
                                                    ---------------------------

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



   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

                            SEPTEMBER 30, 2002 & 2001

<TABLE>
<CAPTION>
                                                     Cumulative
                                                       during        3 months ending     3 months ending
                                                     development          30-Sep             30-Sep
                                                       stage               2002               2001
                                                    ----------------------------------------------------
<S>                                                 <C>              <C>                 <C>
Revenue

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

Expenses

   General and Administrative                          4,714,244               4,552                  --
   Organizational Costs                                  120,000                  --                  --
   Restatement of prior year expenses resulting
     from write-off of 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                                12,593,324               4,552                  --

   Loss from development stage operations            (12,516,530)                 --                  --
   Interest Income                                         7,144                  --                  --
                                                    ----------------------------------------------------

        Net (loss)                                  $(12,509,386)    $        (4,552)    $            --
                                                    ====================================================
</TABLE>



        The accompanying notes are an integral part of these statements.


                                       5

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

                  STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)

                            SEPTEMBER 30, 2002 & 2001
<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)   $ 58,081

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

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

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 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 financial statements

                                       6
<PAGE>

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

                  STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED

                            SEPTEMBER 30, 2002 & 2001
<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           --             --      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                                        --            --           --           --        (60,055)    (60,055)
                                       ------------------------------------------------------------------------------

Balance at December 31, 2001            18,863,950        18,864   12,246,382           --    (12,452,083)   (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                      --            --           --           --        (57,302)    (57,302)
                                       ------------------------------------------------------------------------------

Balance at September 30, 2002           22,163,950        22,164   12,408,082           --    (12,509,385)    (79,692)
</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

                            SEPTEMBER 30, 2002 & 2001
<TABLE>
<CAPTION>
                                                     Cumulative
                                                       during        3 months ending     3 months ending
                                                     development          30-Sep             30-Sep
                                                       stage               2002               2001
                                                    ----------------------------------------------------
<S>                                                 <C>              <C>                 <C>
Cash flows from operating activities
   Net (loss)                                       $(12,444,387)    $       (4,552)     $            --
   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            (901,775)             4,552                   --
     Increase (decrease) in notes payable             (1,696,722)                --                   --
     Increase (decrease) in interest payable               7,113                 --                   --
                                                    ----------------------------------------------------

   Net cash (used) by operating activities           (14,778,104)                --                   --
                                                    ----------------------------------------------------
Cash flows from investing activities
   Write-off of exploration costs                      4,466,157                 --                   --
   Write-off of machinery & office eqpt                   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                               8,049,016                 --                   --
   Common stock subscriptions received                   805,000                 --                   --
                                                    ----------------------------------------------------

   Net cash provided by financing activities           8,854,016                 --                   --
                                                    ----------------------------------------------------
   Net increase (decrease) in cash                            (4)                --                   --
   Cash at the beginning of period                            --                 (4)                  --
                                                    ----------------------------------------------------

   Cash at end of period                            $         (4)    $           (4)     $            --
                                                    ====================================================
</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, 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.

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, 2002



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, 2002



     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, 2002


     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 Company.  The Company was to be


                                       12

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2002


     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.

     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.


                                       13

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2002


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, 2002, 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 nine months ended
September 30, 2002, versus $0 revenues for the same period in 2001. 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 nine months ended September
30, 2002, the Company  incurred $4,552 in general and  administrative  expenses.
The total cumulative  expense during the development stage is $4,714,244.  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  September  30,  2002,  the  Company's
accumulated  deficit  was  $(12,509,385),  and as a  result,  there  has been no
provision for income taxes.

     NET INCOME.  For the three months  ended  September  30, 2002,  the Company
recorded a net loss of $(4,552).

LIQUIDITY AND CAPITAL RESOURCES

     As at September 30, 2002, the Company had a cash balance of $(4),  compared
to $(4) as of September  30, 2001.  The amounts  expended were used to bring the
Company  current in all  regulatory  matters and  filings and came from  private
funds.



                                       15
<PAGE>

     As at  September  30,  2002,  the Company  had $0 in  accounts  receivable,
compared to $0 as at September  30, 2001.  The Company has been  non-functioning
during this time frame.

     As at September 30, 2002,  the Company had $79,687 in accounts  payable and
$186,358 for the period ended  September  30, 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.

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 that, as of September 30, 2002, 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,  2002,  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
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       16

<PAGE>

                          PART II -- OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (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, 2002.


                                     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
                                        ---------------------------------------
                                        President (Chief Executive Officer) and
                                        Treasurer (Principal Financial Officer)
Dated:  October 24, 2003



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