UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
-----
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 30, 2000
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _______
Commission file number: 0-27947
AMERICAN SOUTHWEST HOLDINGS, INC.
---------------------------------
(exact name of registrant as specified in its charter)
DELAWARE 86-0800964
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o BLUME LAW FIRM, P.C.
11811 N. TATUM BOULEVARD, SUITE 1025, PHOENIX, ARIZONA 85028-1699
------------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 494-7976
Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
The number of shares of the Registrant's Common Stock, as of June 30, 2000:
13,363,950
<PAGE>
AMERICAN SOUTHWEST HOLDINGS, INC.
FORM 10-QSB, QUARTER ENDED JUNE 30, 2000
INDEX
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Consolidated Balance Sheet as of June 30, 2000 ........................ 5
Statement of Operations for the Quarter Ended June 30, 2000 and 1999 .. 7
Statement of Stockholder's Equity ...................................... 8
Statement of Cash Flows for the Quarter Ended June 30, 2000 .......... 10
Notes to Interim Consolidated Financial Statements ..................... 11
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
Item 2 Management's Discussion and Analysis............................ 16
PART II OTHER INFORMATION
Item 1 Legal Proceedings................................................ 17
Item 2 Changes in Securities............................................ 17
Item 3 Defaults Upon Senior Securities.................................. 17
Item 4 Submission of Matters to a Vote of Security Holders.............. 17
Item 5 Other Information................................................ 17
Item 6 Exhibits and Reports on Form 8-K................................. 17
Signatures....................................................... 17
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
COMPILATION REPORT
AMERICAN SOUTHWEST HOLDINGS, INC.
JUNE 30, 2000
<PAGE>
AMERICAN SOUTHWEST HOLDINGS, INC.
(A Development State Company)
TABLE OF CONTENTS
June 30, 2000
DOCUMENT PAGE NO.
Table of Contents 2
Compilation Statement 3
Balance Sheet - Assets 4
Balance Sheet - Liabilities 5
Statement of Operations 6
Statement of Stockholder's Equity 7-8
Statement of Cash Flows 9
Notes to Financial Statements 10-13
<PAGE>
ASHWORTH, MITCHELL, BRAZELTON, PLLC
4225 N. BROWN AVE.
SCOTTSDALE, AZ 85251
To the Board of Directors and Stockholders
American Southwest Holdings, Inc.
We have compiled the accompanying balance sheet of American Southwest Holdings,
Inc. as of June 30, 2000, and the related statements of income and retained
earnings and cash flows for the period then ended, in accordance with standards
established by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and accordingly do not express an
opinion or any other form of assurance on them.
Scottsdale, AZ
August 5, 2000
<PAGE>
AMERICAN SOUTHWEST HOLDINGS, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000 and June 30, 1999
<TABLE>
<CAPTION>
LIABILITIES
June 30, June 30,
2000 1999
---- ----
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable $ 23,530 $
Notes Payable
Interest Payable ------ -----------
Total Current Liabilities 23,530 -
STOCKHOLDER'S EQUITY
Common stock-authorized, 100,000,000 shares at
$.001 par value; issued and outstanding, 10,943,950
shares in 1999 and 13,363,950 in 2000 13,364 9,264
Paid in Capital 11,569,382 11,243,482
Deficit accumulated during the development stage (11,432,064) (11,194,666)
Current Income (Loss) (167,051)
-------- ------------
Total Stockholder's Equity (16,369) 58,080
------- ------
Total liabilities and stockholder's equity $ 7,161 $ 58,080
=============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 4
<PAGE>
<TABLE>
<CAPTION>
AMERICAN SOUTHWEST HOLDINGS, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000 and June 30, 1999
LIABILITIES
June 30, June 30,
2000 1999
---- ----
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable $ 23,530 $
Notes Payable
Interest Payable ------------- -------------
Total Current Liabilities 23,530 -
STOCKHOLDER'S EQUITY
Common stock-authorized, 100,000,000 shares at
$.001 par value; issued and outstanding, 10,943,950
shares in 1999 and 13,363,950 in 2000 13,364 9,264
Paid in Capital 11,569,382 11,243,482
Deficit accumulated during the development stage (11,432,064) (11,194,666)
----------- -----------
Total Stockholder's Equity (16,368) 58,080
------- ------
Total liabilities and stockholder's equity $ 7,161 $ 58,080
================ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 5
<PAGE>
<TABLE>
<CAPTION>
AMERICAN SOUTHWEST HOLDINGS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
June 30, 2000, and June 30, 1999 and cumulative
Period from
Cumulative July 28, 1995
during Quarter Ending Quarter Ending through
development June 30, June 30, December 31,
stage 2000 1999 1998
----- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue
Miscellaneous Income $ 76,794 $ - $ 76,794
Expenses
General and Administrative 3,485,905 28,628 3,457,277
Organizational Costs 88,000 6,000 82,000
Depreciation 61,465 61,465
------ ------ ------------ ------
Total expenses 3,635,370 34,628 3,600,742
Loss from development stage operations (3,558,576) (34,628) (3,523,948)
Interest Income 7,144 7,144
----- -------- ------------ -----
Net operating (loss) (3,551,432) (34,628) (3,516,804)
Extraordinary income (expenses)
Restatement of prior year expenses resulting
from write-off of liabilities on the Haib
Project 266,135 266,135
Write-down of Hiab mining properties, net (3,477,840) (3,477,840)
Loss of Disposal of Equipment (19,753)
Write-off of exploration and development costs
on the Haib Project (4,466,157) (4,466,157)
---------- --------- ------------ ----------
Net (loss) $ (11,249,047) $ (34,628) $ (11,194,666)
============== ============= ============ ================
Net (loss) per share $ (1.11) $ (0.02) $ (1.16)
============== ============= ============ =====================
Weighted average shares 10,227,596 10,227,596 6,194,988
========== ========== ============ =========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 6
<PAGE>
<TABLE>
<CAPTION>
AMERICAN SOUTHWEST HOLDINGS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
June 30, 2000 and December 31, 1999, 1998 and 1997
Deficit
Accumulated
Additional Common During The
Common Stock Paid-in Stock Development
Shares Amount Capital Subscribed Stage Total
------ ------ ------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at July 28, 1995 30,367 $ 30 $ $ $ $ 30
Shares issued at $.015 for services rendered 2,000,000 2,000 74,202 76,202
Shares issued at $0.15 for cash 2,967,493 2,967 441,747 444,714
Shares subscribed - 145,000 shares @ $3.50 507,500 507,500
Net Loss (879,868) (879,868)
-------- -------- -------- -------- -------- --------
Balance at December 31, 1995 4,997,860 $ 4,997 $ 515,949 $ 507,500 $ (879,868) $ 148,578
Issuance of subscribed shares 145,000 145 507,355 (507,500)
Shares issued for cash
604,900 shares @ $3.50 604,900 605 2,116,545 2,117,150
490,200 shares @ $5.00 490,200 491 2,450,509 2,451,000
Shares subscribed at $3.50
For cash - 85,000 shares 297,500 297,500
For mining properties
1,000,000 shares 3,500,000 3,500,000
Net Loss (2,327,161) (2,327,161)
--------- -------- ------------ ------------- -------------- -------------
Balance at December 31, 1996 6,237,960 $ 6,238 $ 5,590,358 $ 3,797,500 $ (3,207,029) $ 6,187,067
Issuance of subscribed shares 1,085,000 1,085 3,796,415 (3,797,500)
Shares issued for cash
370,000 shares at $2.50 370,000 370 924,630 925,000
Shares issued for services
498,000 shares at $.93 498,000 498 463,183 463,681
Net (loss) (6,286,760) (6,286,760)
--------- -------- ------------ ---------- ----------- -----------
Balance at December 31, 1997 8,190,960 $ 8,191 $ 10,774,586 $ - $ (9,493,789) $ 1,288,988
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 7
<PAGE>
<TABLE>
<CAPTION>
AMERICAN SOUTHWESTERN HOLDINGS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY-CONTINUED
June 30, 2000 and December 31, 1999, 1998 and 1997
Deficit
Accumulated
Additional Common During The
Common Stock Paid-in Stock Development
Shares Amount Capital Subscribed Stage Total
------ ------ ------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 8,190,960 $ 8,191 $ 10,774,586 $ - $ (9,493,789) $ 1,288,988
Issuance of shares for conversion
of debt at $.44 1,072,990 1,073 468,897 469,970
Net (loss) (1,700,877) (1,700,877)
Balance at December 31, 1998 9,263,950 $ 9,264 $ 11,243,483 - $ (11,194,666) $ 58,081
Shares issued for cash
900,000 at $.02 900,000 900 17,100 18,000
Shares issued for services
100,000 shares at $.02 100,000 100 1,900 2,000
Shares issued for cash
680,000 shares at $.10 680,000 680 67,320 68,000
Net Loss (146,604) (146,604)
---------- ------ ---------- -------- ------------ ---------
Balance at December 31, 1999 10,943,950 10,944 11,329,803 - (11,194,666) (523)
Shares issued for services
900,000 shares at $.10 900,000 900 89,100 90,000
Shares issued for cash
1,520,000 shares at $.10 1,520,000 1,520 150,480 152,000
Net Loss (129,423) (129,423)
---------- ------ ---------- -------- ------------ ---------
Balance as of June 30, 2000 13,363,950 13,364 11,569,383 - (11,324,089) 112,054
========== ====== ========== ========= =========== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 8
<PAGE>
<TABLE>
<CAPTION>
AMERICAN SOUTHWEST HOLDINGS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
June 30, 2000 and June 30, 1999 and cumulative
Cumulative
during Quarter Ending Quarter Ending
development June 30, June 30,
stage 2000 1999
----- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities
Net (loss) $ (11,563,644) $ (34,628) $ -
Adjustments to reconcile net loss to net
used in operating activities:
Depreciation 136,004
Decrease in accounts receivabl 2,422
Amortization of organizational 118,000 6,000
Loss or (gain) on Asset Sales (19,753)
Decrease (increase) in deposits and other assets (10,760)
Increase (decrease) in accounts payable (917,373) (11,040)
Increase (decrease) in notes payable (1,696,722)
Increase (decrease) in interest payable 7,113
----- ------- -------
Net cash (used) by operating activities (13,944,713) (39,668) -
----------- ------- -------
Cash flows from investing activities
Write-off of exploration costs 4,466,157
Write-off of machinery & office equipment 28,049
Purchase of property and equipment (931,920)
Expenditures on mineral exploration costs (3,283,917)
Write down of mining properties 5,654,010
Net cash (used) by investing activities 5,932,379 - -
--------- ------- -------
Cash flows from financing activities
Sales of common stock 7,212,496
Common stock subscriptions received 805,000
Net cash provided by financing activities 8,017,496 - -
--------- ------- -------
Net increase (decrease) in cash 5,162 (39,668)
Cash at the beginning of period - 44,830 328
----- ------ ---
Cash at end of period $ 5,162 $ 5,162 $ 328
=============== ============= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 9
<PAGE>
AMERICAN SOUTHWEST HOLDINGS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
Namibian Copper Mines, Inc. (the "Company") is a mineral exploration and
development company whose sole purpose is to explore and develop the Haib Copper
Project in Namibia, Africa.
The Company was incorporated in the state of Delaware on October 20, 1989, under
the name of Cordon Corporation and subsequently changed its name to Ameriserv
Financial Corporation ("Ameriserv"). On April 19, 1994, bankruptcy proceedings
for Ameriserv were finalized in the US Bankruptcy Court, Northern District of
Texas. Under the terms of the reorganization plan, Ameriserv was forced to
liquidate all of its assets and the proceeds were distributed amount the
creditors, thereby satisfying all of Ameriserv's outstanding debts. Ameriserv
ceased operations at the conclusion of the bankruptcy proceedings.
At a special shareholders meeting held on July 28, 1995, shareholders ratified
the name change of the company from Ameriserv to Namibian copper Mines, Inc. The
shareholders also approved the Company entering into a Farm-In Agreement with
Great Fitzroy Mines NL of Australia in order to earn a 70% equity in the Haib
Agreements, the Company undertook a reverse split on the basis of 50:1 which
reduced the shares held by the pre- bankruptcy shareholders to 30,367.
In July 1995, a private placement of the Company's common stock was undertaken
in order to fund preliminary work on the Haib Copper Project, provide working
capital to the Company, and to enable the company to undertake more substantial
capital raising in the future. Seed capital was raised which resulted in
2,967,493 fully paid shares being issued. As compensation for services rendered
in conjunction with the private placement, the Company issued 1,502,000 shares
to two entities; such shares were recorded at their par value.
The Company issued Peter Prentice and Alan Doyle, directors of the Company,
249,000 fully paid shares each as compensation for services rendered; such
shares were recorded at the private placement price of $0.15 per share, with a
corresponding charge to expenses.
The Company is party to an agreement (the "Swanson Agreement") to acquire the
mining claims owned by Mr. Swanson's company, Haib Copper Co. (Pty) Limited. The
total purchase consideration is $3,780,000 subject to CPI indexation.
Installments totaling
Page 10
<PAGE>
$427,000 has been paid to Mr. Swanson. The Swanson Agreement entitled the
Company to explore the claims and carry out mining to obtain bulk samples. When
the Company defaulted on their Farm-in Agreement, their interests in the Swanson
Agreement transferred to Great Fitzroy Mines, their joint-venture partner.
At the Annual Stockholder's Meeting, held June 9, 2000, in Phoenix, Arizona, the
stockholders agreed to change the name of the Corporation to American Southwest
Holdings, Inc., and gave the Board of Directors authority to pursue negotiations
and discussions for a joint venture in Zichang County of Shaanxi Province and
other areas in the Republic of China regarding oil and gas exploration in their
country.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Accounting Method
-- -----------------
The Company's financial statements are prepared using United States
generally accepted accounting principles with a fiscal year ending
December 31.
2. Deferred Mineral Exploration Costs and Mineral Properties
-- ---------------------------------------------------------
Costs of acquisition and development relating to the Haib Project are
capitalized on an area of interest basis.
3. Depreciation
-- ------------
Depreciation is computed on a straight-line basis over an estimated
service life of five years.
4. Income Taxes
-- ------------
The Company has a net operating loss of approximately $11,000,000,
which may be carried forward to reduce taxable income in future years
through 2011. Because of the loss, no current provision for income
taxes has been recorded for the year ended December 31, 1999.
5. Foreign Currency Transactions
-- -----------------------------
Monetary assets and liabilities in foreign exchange currencies have
been translated into United States dollars at the exchange rates
prevailing at the balance sheet date. Other assets and liabilities,
revenue and expenses arising from foreign currency transactions have
been translated at the exchange rate prevailing at the date of the
transaction. Gains and losses arising from these translation policies
are included in income.
Page 11
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued)
6. Use of Estimates
-- ----------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions
that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
7. Estimated Fair Value Information
-- --------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 107,
"Disclosure about Fair Value of Financial Instruments" requires
disclosure of the estimated fair value of an entity's financial
instrument assets and liabilities, as defined, regardless of whether
recognized in the financial statements of the reporting entity. The
fair value information does not purport to represent the aggregate net
fair value of the Company.
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that value:
Cash
----
The carrying value amount approximates fair value.
Notes Payable
-------------
Fair value can not be determined due to the Company's lack of credit
history.
Page 12
<PAGE>
NOTE C- DEVELOPMENT STAGE AND GOING CONCERN
Since July 28, 1995, the Company has been in the development stage and
its principal activities have consisted of raising capital, obtaining
property or exploration rights and conducting exploratory operations in
anticipation of completing a feasibility study on the Haib Copper
Project.
The accompanying financial statements have been prepared on the basis
of a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The
Company is not yet generating revenue from mining operations and, at
December 31, 1997, has accumulated a deficit from its operating
activities and has incurred substantial obligations. Continuation of
the Company as a going concern is dependent upon, among other things,
obtaining additional capital, and achieving satisfactory levels of
profitable operations. The financial statements include adjustments
resulting from the default on the Farm-In Agreement with Great Fitzroy
Mines NL and the write-down of assets relating to the Haib Project. It
is unlikely the Company will continue in the mining industry.
In April 1999, the Company commenced discussions with two Cypress firms
regarding acquiring their rights to various interests and agreements
with a Russian government corporation involved with diamond cutting and
marketing. The Company proposed to enter into identical agreements with
two entities formed in and operating out of the island nation of
Cyprus. These entities were Mosquito Mining Limited ("Mosquito") and
Select Mining Limited ("Select"). Both entities are controlled by the
same parties.
The agreements were options to purchase rights to strategic interests
and agreements developed by Mosquito and Select with the Russian
governmental company JVSC Alrosazoloto Co. Ltd. Each set of interests
and agreements was to be purchased in exchange for US $3,250,000 or, at
the option of each of Mosquito and Select, common shares in the
Company. The Company was to be able to exercise its right to the
interests and agreements at any time within 120 days of signing each
agreement at its discretion if certain conditions were met.
A shareholder's meeting was held on August 2, 1999. At this meeting,
the shareholders approved the proposed agreements. Members authorized a
corporate name change, and an 8:1 rollback of the Company's common
stock subject to a 120 due diligence period.
After a further period of due diligence, the company decided not to
proceed with the transaction as had been presented at the annual
meeting.
Page 13
<PAGE>
NOTE C - DEVELOPMENT STAGE AND GOING CONCERN (CONTINUED)
Discussions have been held with various firms during the first quarter
of 2000, in regards to selling the shares of the company. These
discussions have not been advantageous to the Company, and no
discussions are currently in process.
NOTE D - DEFAULT ON FARM-IN AGREEMENT
During 1997, the Company was unable to raise sufficient funds for the
continued development of the Haib Project. As a result, the Company has
defaulted on its Farm-In Agreement with Great Fitzroy Mines NL to earn
an 80% interest in the Haib project. At December 31, 1997, the
following adjustments and write-downs were made to reduce assets to
their expected net realizable value.
Deferred Mineral Exploration costs in the amount of $4,887,852
were written off.
In 1997, total capitalized costs of the Haib mining property
in the amount of $5,740,262 were reduced by $4,151,463 to
$1,588,799 representing a 20% interest in the Haib project.
Liabilities in the amount of $2,684,118 relating to the Haib
project have been written off.
Prior year expenses resulting from the write-off liabilities
in the amount of $266,136 have been restated (reduced).
Effective December 31, 1998, additional write-offs of $1,588,788 were
made resulting in the Company owning no residual interest in the Haib
Project.
In 1999, the Company determined that it needed to write off all its
remaining fixed assets, as they we no longer owned by the Company. All
machinery and office equipment were removed from the balance sheet and
the loss on the disposition of these assets were noted. Expenses were
recorded for the purpose of getting the Company ready to re-register
its stock on the NASD Bulletin Board. The Company has successfully
completed the filing of its financial information with the SEC.
Accordingly, the Company is in compliance with the new NASD OTC
Bulletin Board eligibility rules for continued quotation as a fully
reporting company.
Page 14
<PAGE>
NOTE E - WARRANTS
At December 31, 1999, the Company had no outstanding warrants to be
redeemed.
Page 15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, in this report, as
well as the Company's periodic reports on Forms 10-KSB, 10QSB and 8-K filed with
the Securities and Exchange Commission.
Overview
--------
The Company is non-operational and has been since 1997. The Company is
searching for an acquisition or business combination and will have no activity
until that time.
Results of Operations
---------------------
Revenues. The Company generated $0 in revenues for the three months ended
June 30, 2000, versus $0 revenues for the same period in 1999. To date, the
Company has not relied on revenues for funding. The Company expects to derive
the majority of its funding from private sources not yet identified.
General and Administrative Expenses. During the three months ended June 30,
2000, the Company incurred $28,628 in general and administrative expenses. The
total cumulative expense during the development stage is $3,485,905.
Income. There has been no income in 1999 or 2000 and $76,794 from July 28,
1995 to the present from all sources. At this time no source of income has been
identified and none is expected.
Provision for Income Taxes. As of June 30, 2000, the Company's accumulated
deficit was $11,249,047, and as a result, there has been no provision for income
taxes.
Net Income. For the three months ended June 30, 2000, the Company recorded
a net loss of $34,628, or $0.02 per share. The loss of $34,628 for 2000 was
primarily from bringing the Company current with accounting and reporting
requirements.
Liquidity and Capital Resources
-------------------------------
As at June 30, 2000, the Company had a cash balance of $5,161, compared to
$328 as of June 30, 1999. The amounts expended were used to bring the Company
current and came from private funds.
As at June 30, 2000, the Company had $0 in accounts receivable, compared to
$0 as at June 30, 1999. The Company has been nonfunctioning from 1999 to date.
As at June 30, 2000, the Company had $23,530 in accounts payable and $0 for
the period ended June 30, 1999.
The Company's future funding requirements will depend on numerous factors.
These factors include the Company's ability to receive additional funding to
meet its reporting obligations and find some form of acquisition or business
combination.
16
<PAGE>
The Company may raise additional funds through private or public equity
investment in order to expand the range and scope of its business operations.
The Company may seek access to the private or public equity but there is no
assurance that such additional funds will be available for the Company to
finance its operations on acceptable terms, if at all.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On August 8, 2000, Peter Holsworth was appointed to the Board of Directors.
This event is being reported on a Form 8-K to be filed subsequent to this
quarterly report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A Form 8-K was filed subsequent to this quarterly report discussing the
appointment of Peter Holsworth to the Board of Directors. No Form 8-K was filed
for the second quarter of 2000.
SIGNATURE PAGE
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICAN SOUTHWEST HOLDINGS, INC.
/s/ Alan Doyle
--------------
Alan Doyle
President
Dated: September 1, 2000
17
<PAGE>
