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

                                   FORM 10-KSB


[X]  ANNUAL REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 2003

[ ]  TRANSITION REPORT UNDER 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.
--------------------------------------------------------------------------------
             (Name of small business issuer in its charter)


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


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

Issuer's telephone number:  (480) 946-4006
                            --------------

Securities registered under Section 12(b) of the Exchange Act:  None

Securities to be registered under Section 12(g) of the Act:

                          COMMON STOCK, $.001 PAR VALUE
--------------------------------------------------------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB [ ]


<PAGE>

The  aggregate  market value of the voting and  nonvoting  common equity held by
non-affiliates of the registrant was $0.

The number of shares  outstanding of the registrant's  common stock,  $0.001 par
value was 32,913,950 as of April 30, 2004.





                                      -ii-
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                                Table of Contents

                                                                       Page No.
                                                                       --------

Part I.
     Item 1.  Business...............................................      1
     Item 2.  Properties.............................................      1
     Item 3.  Legal Proceedings......................................      2
     Item 4.  Submission of Matters to a Vote of Security Holders....      2

Part II
     Item 5.  Market for the Company's Common Equity and Related
              Shareholder Matters....................................      2
     Item 6.  Management's Discussion and Analysis or
              Plan or Operation......................................      2
     Item 7.  Financial Statements...................................      3
     Item 8.  Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure.................     17
     Item 8A. Controls and Procedures................................     17

Part III
     Item 9.  Directors, Executive Officers, Promotors and
              Control Persons; Compliance with Section 16(a) of
              Exchange Act...........................................     18
     Item 10. Executive Compensation.................................     19
     Item 11. Security Ownership of Certain Beneficial Owners19
              and Management and Related Stockholder Matters.........     19
     Item 12. Certain Relationships and Related Transactions.........     20
     Item 13. Exhibits and Reports on Form 8-K.......................     21
     Item 14. Principal Accountant Fees and Services.................     22

Signatures...........................................................     23


                                     -iii-

<PAGE>

                                     PART I

ITEM 1. BUSINESS

     American Southwest  Holdings,  Inc. (the "Company") was incorporated in the
State of  Delaware  on October 20,  1989,  and on December  15, 1989 merged with
Cordon Corporation,  a Nevada corporation,  with the Delaware entity,  Ameriserv
Financial Corporation,  being the surviving corporation.  The Company was formed
for the primary purpose of selling home warranty  services pursuant to contracts
with  homeowners.  In 1993 the Company filed for bankruptcy.  On April 19, 1994,
the U.S.  Bankruptcy Court,  Northern District of Texas, issued an order closing
and finalizing the bankruptcy proceedings of the Company. Under the terms of the
bankruptcy,  the Company was forced to liquidate all of its assets. The proceeds
were  then  distributed  among  the  creditors,  thereby  satisfying  all of the
Company's  outstanding  debts.  The Company  halted  operations and ceased to do
business at the conclusion of the bankruptcy proceedings. The Company utilized a
"fresh-start" accounting method in its reorganization.

     On July 28,  1995,  the name of the  Company  was  changed  from  Ameriserv
Financial Corporation to Namibian Copper Mines, Inc.

     On June 9, 2000,  the name of the Company was changed from Namibian  Copper
Mines, Inc. to American Southwest Holdings, Inc.

     The Company entered into an agreement (the "Swanson  Agreement") to acquire
the Haib Copper  Project's mining claims owned by Mr.  Swanson's  company,  Haib
Copper Co. (Pty)  Limited.  The total  purchase  consideration  was  $3,780,000,
subject to CPI indexation and  installments  totaling  $427,000 were paid to Mr.
Swanson.  The Swanson  Agreement  entitled the Company to explore the claims and
carry out mining to obtain bulk samples.

     In 1998, due to the down turn in copper prices,  the Company  withdrew from
the project.  The Company  lost its interest in the project at that time,  which
was transferred to Great Fitzroy Mines, their joint-venture partner.

     Since 1998,  the Company has been seeking a mining  project in Australia or
the Pacific Rim which  presented  good  prospects  in relation to the  Company's
limited funding resources.

ITEM 2. PROPERTIES

     The  Company  currently  operates  an  accounting  office at 4225 N.  Brown
Avenue, Scottsdale, Arizona 85251.

     The Company does not  presently  own any  investments  or interests in real
property.

     The Company has executed a letter of intent to acquire Metal Sands Limited,
an Australian mining exploration  company,  which has 26 exploration licenses or
license applications throughout the Scott Coastal Plain in Western Australia. If
this transaction with Metal Sands Limited is consummated,  the Company will make
the appropriate filings with the SEC.


<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     The Company has had no legal proceedings during the past year.

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

     No matters were  submitted to a vote of security  holders during the fiscal
year covered by this report.


                                     PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     There is currently no public  market for the Common Stock of the Company or
any other  securities of the Company.  The Company's Common Stock last traded on
the "Pink  Sheets-OTC  market" in 2002 under the symbol  "ASWT.PK."  The Company
intends to file a Form 211 to  reinstate  the Common  Stock of the  Company  for
trading on the OTC Bulletin Board. However,  there can be no assurance that such
reinstatement  can be accomplished or that a trading market will develop for the
Common Stock of the Company in the future.

     As of April 30, 2004,  there were 32,913,950  shares of common stock of the
Company outstanding.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

     The  Company  has not had any  revenues  from  operations  in the last five
fiscal years. The Company has had travel expenses and due diligence fees. Monies
for legal and accounting expenses were paid from funds received from the private
sale of equity.

     If the acquisition of Metal Sands Limited is consummated,  the Company will
immediately attempt to raise $400,000 from the sale of its Common Stock and will
need to raise approximately $3,000,000 by the fourth quarter of 2005 to commence
exploration of Metal Sands Limited's mining exploration properties.  The Company
has received a committment  from Doyle  Capital,  Ltd.,  an  Australian  venture
capital firm affiliated with the Company's President,  to attempt to raise these
funds. However, there is no assurance any funds can be obtained in the future.

                                       2
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountant                             4

Balance Sheet as of December 31, 2003, and 2002                               5

Statement of Operations For the Years 2003, 2002, 2001 and
the Period From Inception October 20, 1989 to December 31, 2003               6

Statement of Stockholders' Equity (Deficit) From October 20, 1989
(Inception) to December 31, 2003                                              7

Statement of Cash Flows for the Years 2003, 2002, 2001 and the
Period From Inception October 20, 1989 to December 31, 2003                  11

Notes to Financial Statements                                                12


                                       3
<PAGE>

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To the Board of Directors and Audit Committee
American Southwest Holdings Inc.

I have audited the  accompanying  balance sheet of American  Southwest  Holdings
Inc., (formerly Namibian Copper Mines, Inc.) (a Development Stage Company) as of
December  31,  2003,  and  2002  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for the years 2003, 2002 and 2001 and the
period from October 10, 1989  (inception) to December 31, 2003.  These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  Those  standards  require that I plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, financial position of American Southwest Holdings, Inc. as of
December  31,  2003,  and  2002  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for the years 2003, 2002 and 2001 and the
period from October 10, 1989 (inception) to December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the Company has no established  source of revenue and no
operations.  This  raises  substantial  doubt  about the  Company's  ability  to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from this uncertainty.

                                       Shelley International CPA

January 25, 2004
Mesa Arizona
                                       4
<PAGE>


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

                                  BALANCE SHEET
                        AS OF DECEMBER 31, 2003 AND 2002


                                                          December 31,
                                                      2003            2002
                                                 ------------------------------
                       ASSETS

Cash                                             $       4,579     $         --
                                                 ------------------------------
     Total Current Assets                                4,579               --
                                                 ------------------------------
Total Assets                                     $       4,579     $         --
                                                 ==============================

        LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable                                 $     122,581     $     77,688
Note Payable to Officer                                 36,980            2,000
                                                 ------------------------------
Current Liabilities                                    159,561           79,688
                                                 ------------------------------
Stockholders Equity

Common Stock
   Authorized shares 100,000,000, par
   value $0.001, shares outstanding
   28,163,950 at December 31, 2003,
   22,163,950 shares at December 31, 2002               28,164           22,164

   Paid in Capital                                  12,464,174       12,408,082

   Deficit accumulated during
   development stage                               (12,647,320)     (12,509,934)
                                                 ------------------------------
     Total Stockholders' Equity (Deficit)             (154,982)         (79,688)
                                                 ------------------------------
     Total Liabilities and Stockholders' Equity  $       4,579     $         --
                                                 ==============================


        The accompanying notes are an integral part of these statements.


                                       5
<PAGE>

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

                             STATEMENT OF OPERATIONS
          FOR THE YEARS 2003, 2002, 2001 AND THE PERIOD FROM INCEPTION
                     OCTOBER 20, 1989 TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                          Year             Year            Year         Period from
                                          2003             2002            2001      October 20, 1989
                                                                                             to
                                                                                     December 31, 2003
                                     -----------------------------------------------------------------
<S>                                  <C>               <C>             <C>           <C>
Revenue misc. (including interest)   $         --      $       --      $       --    $          83,938

Expenses

Organizational Costs                           --              --              --              120,000
Write off of Hiab Project                      --              --              --            7,697,615
Depreciation                                   --              --              --               61,465
General and Administrative                137,386          57,298          60,608            4,852,178
                                     -----------------------------------------------------------------

Total Expenses                            137,386          57,298          60,608           12,731,258
                                     -----------------------------------------------------------------

Income before Income Taxes               (137,386)        (57,298)        (60,608)         (12,647,320)
                                     -----------------------------------------------------------------

Provision for Income Taxes                     --              --              --                   --
                                     -----------------------------------------------------------------

Deficit                              $   (137,386)   $    (57,298)   $    (60,608)   $     (12,647,320)
                                     -----------------------------------------------------------------
Basic
Earnings(Loss) per Share                        *               *               *
                                     --------------------------------------------

Weighted Average Shares                23,513,950      20,513,950      14,903,950
                                     --------------------------------------------
</TABLE>

* = less than $0.01


        The accompanying notes are an integral part of these statements.


                                       6
<PAGE>

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

                       STATEMENTS OF STOCKHOLDERS' EQUITY
             FROM OCTOBER 20, 1989 (INCEPTION) TO DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                           Common Stock              Paid in       Stock      Accumulated
                                      Shares         Amount          Capital     Subscribed     Deficit       Total Equity
                                    ----------    ------------    ------------   ----------   ------------    ------------
<S>                                 <C>           <C>             <C>            <C>          <C>             <C>
Balance, July 28, 1995                  30,367              30              --           --             --              30

Shares issued for services           2,000,000           2,000          74,202           --             --          76,202

Shares issued for cash               2,967,493           2,967         441,747           --             --         444,714

Shares subscribed
145,000 shares at $3.50                     --              --              --       507,500            --         507,500

Net (Loss)                                  --              --              --            --      (879,868)       (879,868)
                                    --------------------------------------------------------------------------------------

Balance, 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, $3.50
per share                              604,900             605       2,116,545            --            --       2,117,150

Shares issued for cash, $5.00          490,200             491       2,450,509            --            --       2,451,000

Shares subscribed
85,000 shares at $3.50                      --              --              --       297,500            --         297,500

Shares issued for mining
properties, 1,000,000 shares
at $3.50 per share value                    --              --              --     3,500,000            --       3,500,000

Net (Loss)                                  --              --              --            --    (2,327,161)     (2,327,161)
                                    --------------------------------------------------------------------------------------

Balance, 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, $2.50
per share                              370,000             370         924,630            --            --         925,000
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       7
<PAGE>

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

                       STATEMENTS OF STOCKHOLDERS' EQUITY
       FROM OCTOBER 20, 1989 (INCEPTION) TO DECEMBER 31, 2003 (CONTINUED)
<TABLE>
<CAPTION>
                                           Common Stock              Paid in       Stock      Accumulated
                                      Shares         Amount          Capital     Subscribed     Deficit       Total Equity
                                    ----------    ------------    ------------   ----------   ------------    ------------
<S>                                 <C>           <C>             <C>            <C>          <C>             <C>
Shares issued for services,
$0.93 per share                        498,000             498         463,182            --            --         463,680

Net (Loss)                                  --              --              --            --    (6,391,554)     (6,391,554)
                                    --------------------------------------------------------------------------------------

Balance, December 31, 1997           8,190,960           8,191      10,774,585            --    (9,598,583)      1,184,193

Issuance of shares for
conversion of debt at
$0.44 per share                      1,072,990           1,073         468,897            --            --         469,970

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

Balance, December 31, 1998           9,263,950           9,264      11,243,482            --   (11,299,460)        (46,714)

Shares issued for cash,
$0.02 per share                        900,000             900          17,100            --            --          18,000

Shares issued for services,
$0.02 per share                        100,000             100           1,900            --            --           2,000

Shares issued for cash,
$0.10 per share                        680,000             680          67,320            --            --          68,000

Net (Loss)                                  --              --              --            --      (146,604)       (146,604)
                                    --------------------------------------------------------------------------------------

Balance, December 31, 1999          10,943,950          10,944      11,329,802            --   (11,446,064)       (105,318)

Shares issued for services,
900,000 shares at $0.10                900,000             900          89,100            --            --          90,000

Shares issued for cash with
warrants attached at $0.09           2,400,000           2,400         213,600            --            --         216,000
   Warrants                                 --              --          24,000            --            --          24,000

Shares issued for services,
1,500,000 at $0.15 per share         1,500,000           1,500         223,500            --            --         225,000
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       8
<PAGE>

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

                       STATEMENTS OF STOCKHOLDERS' EQUITY
       FROM OCTOBER 20, 1989 (INCEPTION) TO DECEMBER 31, 2003 (CONTINUED)
<TABLE>
<CAPTION>
                                           Common Stock              Paid in       Stock      Accumulated
                                      Shares         Amount          Capital     Subscribed     Deficit       Total Equity
                                    ----------    ------------    ------------   ----------   ------------    ------------
<S>                                 <C>           <C>             <C>            <C>          <C>             <C>
Shares issued for cash with
warrants attached, 1,600,000
shares at $0.09 per share            1,600,000           1,600         142,400            --            --         144,000
   Warrants                                 --              --          16,000            --            --          16,000

Stock issued for cash,
1,520,000 shares at $0.10
per share                            1,520,000           1,520         150,480            --            --         152,000

Warrants issued for services
rendered, 5,750,000 warrants
with value of $0.01 per warrant             --              --          57,500            --            --          57,500

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

Balance, December 31, 2000          18,863,950          18,864      12,246,382            --   (12,392,028)       (126,782)

(Deficit) for year                          --              --              --            --       (60,608)        (60,608)
                                    --------------------------------------------------------------------------------------

Balance, December 31, 2001          18,863,950          18,864      12,246,382            --   (12,452,636)       (187,390)

Stock issued for cash, 400,000
shares at $0.04 per share              400,000             400          15,600            --            --          16,000
Warrants issued with stock,
400,000 warrants at $0.01
per warrant                                 --              --           4,000            --            --           4,000

Stock issued for debt at $0.04
per share                            2,900,000           2,900         113,100            --            --         116,000
29,000 warrants issued at $0.01             --              --          29,000            --            --          29,000

(Deficit) for year                          --              --              --            --       (57,298)        (10,433)
                                    --------------------------------------------------------------------------------------

Balance, December 31, 2002          22,163,950    $     22,164    $ 12,408,082            --  $(12,509,934)   $    (79,688)
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       9
<PAGE>

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

                       STATEMENTS OF STOCKHOLDERS' EQUITY
       FROM OCTOBER 20, 1989 (INCEPTION) TO DECEMBER 31, 2003 (CONTINUED)
<TABLE>
<CAPTION>
                                           Common Stock              Paid in       Stock      Accumulated
                                      Shares         Amount          Capital     Subscribed     Deficit       Total Equity
                                    ----------    ------------    ------------   ----------   ------------    ------------
<S>                                 <C>           <C>             <C>            <C>          <C>             <C>
Stock for services at $0.01
per share                            6,000,000           6,000    $     56,092            --            --          62,092

Net Loss                                    --              --              --            --      (137,386)       (137,386)
                                    --------------------------------------------------------------------------------------

Balance, December 31, 2003          28,163,950    $     28,164    $ 12,464,174            --  $(12,647,320)   $   (154,982)
                                    ======================================================================================
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       10

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

                            STATEMENT OF CASH FLOWS
          FOR THE YEARS 2003, 2002, 2001 AND THE PERIOD FROM INCEPTION
                     OCTOBER 20, 1989 TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                          Year            Year            Year          Period from
                                          2003            2002            2001        October 20, 1989
                                                                                             to
                                                                                      December 31, 2003
                                      -----------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>
Operating Activities

  Net Loss                            $   (137,386)   $    (57,298)   $    (60,608)   $     (12,647,320)
  Services paid by Stock                    62,092              --              --             346,592
  Change in Accounts Payable                42,893        (107,702)         35,751              159,561
                                      -----------------------------------------------------------------

  Cash Used in Operating Activities        (32,401)       (165,000)        (24,857)         (12,141,167)
                                      -----------------------------------------------------------------
Financing Activities

  Proceeds from Note Payable                36,980              --              --                   --
  Sale of Stock and Warrants                    --         165,000              --           12,145,746
                                      -----------------------------------------------------------------

  Cash from Financing                       36,980         165,000              --           12,145,746
                                      -----------------------------------------------------------------

Net Change in Cash                           4,579            --           (24,857)               4,579

Cash Beginning of Period                        --            --            24,857                   --
                                      -----------------------------------------------------------------

Cash End of Period                    $      4,579    $       --      $         --    $           4,579
                                      =================================================================
</TABLE>


Supplemental Information

     None

Non cash transactions

     See Note on Stockholder Equity for transactions



        The accompanying notes are an integral part of these statements.

                                       11
<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES

American  Southwest  Holdings,  Inc. (formerly Namibian Copper Mines, Inc.) is a
mineral  development  company.  It has  previously  investigated  and  initially
invested  in the Hiab Copper  Project.  The fund  raising  for this  project was
unsuccessful and all initial investment was lost and written off. Currently, the
Company is  investigating  projects in Australia.  In accordance with SFAS 7 the
Company is considered a development stage company.

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
Amerserv finalized in the US Bankruptcy Court, Northern District of Texas.

On July 28, 1995 the name was changed to Namibian  Copper  Mines,  Inc.  and the
Company  invested in the feasibility  study of the Haib Copper Project  Namibia.
Funds were raised through  private  placement and the Company earned an interest
in this  project.  As a result of falling  copper  prices,  the  project  became
marginal and the Company made the decision to withdraw from the project.

On June 9, 2000 the name was changed to American Southwest Holdings, Inc.

BASIS OF PRESENTATION AND GOING CONCERN

The accompanying  statements have been prepared following  accounting  standards
generally  accepted  in the  United  States  of  America.  As  reflected  in the
accompanying  financial statements,  the Company has no cash flow, no operations
and no assets.  The statements have been prepared assuming that the Company will
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

EQUIPMENT

Equipment  is  depreciated  using the  straight-line  method over its  estimated
useful  lives,  which  range from five to seven  years.  There is  currently  no
equipment.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.


                                       12
<PAGE>

EARNINGS PER SHARE

The basic earnings  (loss) per share is calculated by dividing the Company's net
income (loss) available to common shareholders by the weighted average number of
common shares during the year.

At the end of  December  31,  2002  the  Company  had  13,050,000  warrants  for
13,050,000  shares of common stock.  These  warrants all expire on July 1, 2004.
All of  these  warrants  are  anti-dilutive  and as  such  are  not  used in the
calculation of the weighted average number of shares.  If these warrants were to
be  exercised  for 2002 and 2001 the  resulting  earnings per share shown on the
Statement of Operations would not change as it is already less than $0.01.

The Company has no potentially dilutive securities outstanding at the end of the
statement periods, except for the warrants mentioned above. Therefore, the basic
and diluted earnings (loss) per share are presented on the face of the statement
of operations as the same number.

STOCK BASED COMPENSATION TO EMPLOYEES AND DIRECTORS

The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, ACCOUNTING FOR STOCK-BASED  COMPENSATION.  In this statement stock
based  compensation  is based on the fair value method for the  valuation of its
securities given as compensation to employees.

SECURITIES BASED COMPENSATION TO NON-EMPLOYEES

SFAS 123 provides that stock compensation paid to non employees be recorded with
a value which is based upon the fair value of the services rendered or the stock
given,  whichever is more reliable.  The common stock paid to non-employees  was
valued at the value of the services rendered.

NOTE 2. STOCKHOLDERS' EQUITY

On July 28, 1995 the shareholders  agreed to a 50 to 1 reverse stock split. This
stock split has been applied in the  presentation  of all issued and outstanding
shares in the accompanying financial statements.

YEAR 2001 EQUITY TRANSACTIONS

None.

YEAR 2002 EQUITY TRANSACTIONS

During the year,  400,000  shares and 400,000  warrants were issued for $20,000.
The stock was valued at $0.04 per share and the  warrants  were  valued at $0.01
per share.

During  the year,  2,900,000  shares  and  2,900,000  warrants  were  issued for
$145,000 of debt.  The stock was valued at $0.4 per share and the warrants  were
valued at $0.1 per warrant.


                                       13
<PAGE>

WARRANTS

Below is a schedule of the outstanding  warrants.  All of them expire on July 1,
2004.

         Year         Number        Exercise Price       Value
         ----       ----------      --------------       -----

         2000        5,750,000          $0.10            $0.01
         2000        4,000,000           0.15            $0.01
         2002        3,300,000           0.10            $0.01
         2003                0
                    ----------

         Total      13,050,000
                    ----------

YEAR 2003 EQUITY TRANSACTIONS

During the year 2003 common stock was issued in exchange for services, 6,000,000
shares valued at $0.01 per share for a total of $62,092.

NOTE 3. INCOME TAXES:

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is  $1,604,299,  which is  calculated  by  multiplying  a 15%
estimated tax rate by the cumulative  NOL of  $10,695,325.  The total  valuation
allowance is a comparable $1,604,299.

The provision for income taxes is comprised of the net change in deferred  taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

                                         2003           2002           2001
                                      -----------    -----------    -----------
Net change in deferred taxes
  since inception                     $ 1,604,299    $ 1,583,691    $ 1,583,691
Valuation account by year              (1,604,299)    (1,583,591)    (1,583,591)
Current taxes payable                           0              0              0
                                      -----------    -----------    -----------

Provision for Income Taxes            $         0    $         0    $         0
                                      ===========    ===========    ===========


                                       14
<PAGE>

Below is a chart  showing the  estimated  federal net  operating  losses and the
years in which they will expire.

         Year                   Amount                   Expiration
         ----                 -----------                ----------

         1996                 $ 2,327,161                   2016
         1997                   6,286,760                   2017
         1998                   1,700,877                   2018
         1999                     237,400                   2019
         2000                       1,201                   2020
         2001                           0                   2021
         2002                       4,540                   2022
         2003                     137,386                   2023
                              -----------

         Total NOL            $10,695,325
                              ===========

Internal  Revenue Code (IRC)  Section 382  restricts the amount of net operating
loss  carry  forward  that can be  utilized  in a year if there has been a fifty
percent  ownership   change.   Because  of  the  recent  stock  sales  ownership
percentages  have  changed.  However,  because the valuation  allowance  account
established  effectively  negates  any  need  for an in  depth  review  of stock
ownership changes, no analysis was performed on stock ownership to verify if the
Company's new ownership would be covered by IRC Section 382.

NOTE 4. LEASES AND OTHER COMMITMENTS:

The Company has no leases  either  financing  or  operating.  The Company has no
contingencies.

NOTE 5. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent  accounting  standards and their effect on
the Company.

SFAS 148 ACCOUNTING FOR STOCK-BASED COMPENSATION-TRANSITION AND DISCLOSURE

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  AMENDMENT  OF  STATEMENT  133 ON  DERIVATIVE  INSTRUMENTS  AND HEDGING
ACTIVITIES

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement NO. 133,  ACCOUNTING FOR DERIVATIVE  INSTRUMENTS
AND HEDGING ACTIVITIES.

SFAS 150 FINANCIAL  INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH  LIABILITIES AND
EQUITY

This  Statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.


                                       15
<PAGE>

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

NOTE 6. RELATED PARTIES

The Company has borrowed funds from an officer to pay general and administrative
expenses. This is a short term demand note with no current interest.

The  Company  neither  owns nor leases  any real or  personal  property.  Office
services are provided  without charge by the officer of the Company.  Such costs
are  immaterial  to the  financial  statements  and  accordingly,  have not been
reflected  therein.  The officers  and  directors of the Company are involved in
other  business  activities  and may,  in the future,  become  involved in other
business  opportunities.  If a specific business  opportunity becomes available,
such persons may face a conflict of interest.  The Company has not  formulated a
policy for the resolution of such conflicts.

NOTE 7. SEGMENT INFORMATION

Segment information is presented in accordance with SFAS 131,  DISCLOSURES ABOUT
SEGMENTS OF AN ENTERPRISE AND RELATED  INFORMATION.  This standard is based on a
management  approach,  which  requires  segmentation  based  upon the  Company's
internal  organization and disclosure of revenue based upon internal  accounting
methods. Currently there is not revenue to segment.

NOTE 8. SUBSEQUENT EVENTS

The Company is currently negotiating a purchase of mining exploration properties
in Australia.



                                       16
<PAGE>

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURES

     On  December  3,  2002  the  Company's  Board  of  Directors  approved  the
resignation  of Ashworth,  Mitchell  Brazelton,  PLLC  ("AMB") as the  Company's
certifying  accountant.  On  September  17, 2003,  Company's  Board of Directors
approved  the  engagement  of  Shelley  International  CPA  ("Shelley")  as  the
Company's certifying accountant.

     AMB had been the Company's  certifying  accountant for the prior two years.
During the past two years AMB's  report on the  Company's  financial  statements
contained no adverse  opinion or disclaimer  of opinion,  nor was modified as to
uncertainty,  audit  scope,  or  accounting  principles,  except  for  a  fourth
explanatory  paragraph  regarding  Registrant's  "ability to continue as a going
concern."  The Company had no  disagreements  with AMB during the past two years
and any subsequent interim period preceding the date of dismissal on December 3,
2002 on any matter of accounting  principles or practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the  satisfaction  of AMB,  would  have  caused it to make  reference  to the
subject matter of the disagreements in connection with its reports.

     The Company  made the  contents of its May 3, 2004 Form 8-K filing with the
SEC  available  to AMB and  requested  it to  furnish  a letter to the SEC as to
whether  AMB  agreed or  disagreed  with,  or wished to  clarify  the  Company's
expression of their views.  A copy of AMB's letter to the SEC was included as an
exhibit to that filing.

     The Company did not consult with Shelley prior to its engagement  regarding
the  application of any accounting  principles or any type of audit opinion that
might be rendered by it.

ITEM 8A. CONTROLS AND PROCEDURES

     Our President (Chief Executive Officer) and Treasurer  (Principal Financial
Officer),  based on the evaluation of our disclosure controls and procedures has
concluded that, as of December 31, 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 fiscal year
ended  December  31,  2003,  there was no change in our  internal  control  over
financial  reporting  identified  in  connection  with the  evaluation  that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.


                                       17
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The directors and executive officers of the Registrant are as follows:

           NAME               AGE               POSITION
     ---------------          ---           ------------------

     Alan Doyle                50           President, Treasurer, Secretary &
                                            Director

     Peter Holsworth           60           Director

     ALAN DOYLE - Mr. Doyle is a 1978 Economic  Geology  graduate and received a
post-Graduate  diploma in Mineral  Economics in 1979 from MacQuarie  University,
Sydney,  Australia.  He worked for and held senior  positions with several large
international  resource  companies  prior to  entering  the  financial  services
industries in the early 1980s.  Mr. Doyle then worked as a mining analyst and in
the corporate division for two international stock brokers before setting up his
own corporate advisory firm in 1990. He later set up the investment banking firm
of Turnbull Doyle  Resources Pty Ltd.,  which invested in various  international
mining  projects.  Subsequently,  Mr.  Doyle set up Doyle  Capital,  Ltd.  as an
investment  banking firm. Mr. Doyle has been the President and a director of the
Company since July 1995.

     PETER HOLSWORTH - Mr. Holsworth is a director of numerous private companies
in Australia.  They are involved in new product development,  commodity trading,
telecommunications  and property  development.  During his  business  career Mr.
Holsworth  has owned and managed  successful  businesses  both in Australia  and
overseas.  Mr. Holsworth is the founder and chairman of Syntek International Pty
Ltd. He is a member of the Institute of Chartered Accountants of Australia.  Mr.
Holsworth has been a director of the Company since June 2000.

COMMITTEES; CODE OF ETHICS

     The Company does not currently have any standing committees.  The Company's
Board of  Directors  serves as its Audit  Committee  because  the Company is too
small to have an Audit  Committee  at this time.  The  Company  does not have an
audit committee  financial expert because no one on the Board of Directors is so
qualified.

     The  Company  has not  adopted  a code of ethics  for any of its  officers,
because the Company has been advised by counsel that any such code of ethics may
be materially  different  than  existing  state and federal law, and, if so, may
subject  the  Company's  officers  to  personal  liability  in  addition  to and
different from liability under current state and federal law.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities  Exchange Act of 1934, as amended  requires
our  directors,  executive  officers  and  persons  who own more than 10% of our
Common Stock to file reports of ownership and changes in ownership of our Common

                                       18
<PAGE>

Stock.  Reporting  persons are required by  Securities  and Exchange  Commission
regulations  to furnish us with copies of all Section  16(a)  reports they file.
Alan Doyle and Peter  Holsworth  did not file the required Form 3s upon election
as  directors of the Company,  and did not file  subsequent  Form 4s relating to
changes in ownership of our Common  Stock.  Because of the SEC's new filing code
issuance process, these forms have not been filed as of the date of this filing.
The Company expects these filings will be made in the near future.

ITEM 10. EXECUTIVE COMPENSATION

     The  following  table sets forth for the fiscal  years ended  December  31,
2003,  2002 and 2001,  compensation  awarded or paid to the Company's  executive
officers and directors. Other than as indicated in the table below, no executive
officer or director of the Company received any annual compensation in the years
ended December 31, 2003, 2002 or 2001.

<TABLE>
<CAPTION>
                                                                             Long-Term
                                   Annual Compensation                  Compensation Awards
                               ------------------------------------  -------------------------
                                                    Other            Restricted   Securities
Name and Principal                                  Annual           Stock        Underlying      LTIP         All Other
Position                Year   Salary($)  Bonus($)  Compensation($)  Award(s)     Options/SARs    Payouts($)   Compensation
------------------      ----   ---------  --------  ---------------  ----------   ------------    ----------   ------------
<S>                     <C>     <C>       <C>       <C>              <C>          <C>             <C>          <C>
Alan Doyle              2003           0         0                0          0               0             0              0
President, Secretary,   2002           0         0  $        15,000          0               0             0              0
Treasurer, Director     2001           0         0                0          0               0             0              0

Peter Holsworth         2003           0         0                0          0               0             0              0
Director                2002           0         0                0          0               0             0              0
                        2001           0         0                0          0               0             0              0
</TABLE>


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of the  Company's  Common Stock as of April 30, 2004 by (i) all those
known by the Company to be the  beneficial  owners of more than 5% of its Common
Stock, (ii) each of the Company's directors and each nominee for director, (iii)
the Company's Chief Executive Officer,  and (iv) all of the Company's  directors
and executive officers as a group.


                                       19

<PAGE>

                                           Amount of
Name of Beneficial Owner              Beneficial Ownership     Percent of Class
------------------------              --------------------     ----------------

Alan Doyle, President and Director    5,563,000 shares (1)           15.9%

Peter Holsworth, Director             3,000,000 shares (2)            8.5%

All officers and directors
  as a group                          8,563,000 shares (3)           22.8%
----------------------

(1)  This number  includes  warrants to  purchase  2,100,000  shares at $.10 per
     share through June 30, 2004. If Mr. Doyle does not exercise these warrants,
     he would own  10.5% of the  Company's  presently  outstanding  shares.  See
     "Related Party Transactions," below.

(2)  This number  includes  warrants to  purchase  2,500,000  shares at $.10 per
     share  through  June 30, 2004.  If Mr.  Holsworth  does not exercise  these
     warrants,  he would own 3.6% of the Company's presently outstanding shares.
     See "Related Party Transactions," below.

(3)  This number  includes  warrants to  purchase  4,600,000  shares at $.10 per
     share through June 30, 2004. If Messrs. Doyle and Holsworth do not exercise
     these  warrants,  together they would own 12.0% of the Company's  presently
     outstanding shares. See Notes 1 and 2 above.

     The  following  table  sets forth  certain  information  concerning  equity
compensation  plans approved by the Company's  shareholders  and not approved by
the Company's shareholders at March 31, 2004.

                      Number of              Weighted            Number of
                     Shares to be            Average            Shares to be
                      Issued for             Exercise            Issued for
Plan Category        Compensation             Price          Other Compensation
-------------        ------------            --------        ------------------

Approved by                   0                   0                   0
Shareholders

Not Approved by       2,000,000                $.10                   0
Shareholders

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On September 25, 2000, Doyle Capital,  Ltd., an Australian company ("DCL"),
of which Mr. Alan Doyle, the Company's  President,  is an officer,  director and
principal shareholder, acquired 700,000 shares of the Company's Common Stock and
700,000 warrants  exercisable through June 30, 2004 at an exercise price of $.10
per share.  The  purchase  price of such  securities  was $.10 per share.  These
securities were sold to DCL on the same terms as sold to other investors at that
time.

                                       20
<PAGE>

     On September 25, 2000, Syntek International Pty Ltd., an Australian company
("Syntek"),  of which Mr.  Peter  Holsworth,  a director of the  Company,  is an
officer, director and principal shareholder,  acquired 500,000 shares of Company
Common  Stock and  500,000  warrants  exercisable  through  June 30,  2004 at an
exercise price of $.10 per share. The purchase price of such securities was $.10
per  share.  These  securities  were sold to Syntek on the same terms as sold to
other investors at that time.

     On September 29, 2000,  2,000,000  warrants,  exercisable  through June 30,
2004 at an  exercise  price  of  $.10  per  share,  were  issued  to  Syntek  as
compensation for the services of Mr.  Holsworth.  The Company placed no value on
these warrants for financial statement purposes since the Company's last sale of
Common Stock had been at $.10 per share, the same price as the exercise price of
these warrants.

     On June 27, 2002,  DCL acquired  400,000 shares of Company Common Stock and
400,0000 warrants exercisable through June 30, 2004 at an exercise price of $.10
per share.  The  purchase  price of such  securities  was $.05 per share.  These
securities were sold to DCL on the same terms as sold to other investors at that
time.

     On June 27, 2002,  Mr. Doyle  acquired  1,000,000  shares of Company Common
Stock and 1,000,0000  warrants  exercisable through June 30, 2004 at an exercise
price of $.10 per share.  The purchase  price of these  securities  was $.05 per
share.  These  securities  were sold to Mr.  Doyle on the same  terms as sold to
other investors at that time.

ITEM 13. 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  twelve  months  ended
December 31, 2003.


                                       21
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     In the 2003 fiscal year the Company paid $7,000 to its auditor for auditing
services,  $0 for audit-related  services,  and $0 for tax services. In the 2002
fiscal year the Company paid $2,750 to its auditor for auditing services, $1,839
for audit-related services, and $400 for tax services.

     "Audit fees"  consist of aggregate  fees billed for  professional  services
rendered  for the audit of our  annual  financial  statements  and review of the
interim financial  statements included in quarterly reports or services that are
normally  provided by the independent  auditors in connection with statutory and
regulatory  filings or engagements  for the fiscal years ended December 31, 2003
and 2002, respectively.

     "Audit-related  fees"  consist of aggregate  fees billed for  assurance and
related services that are reasonably  related to the performance of the audit or
review of our  financial  statements  and are not reported  under "audit  fees."
These fees related to the review of Form 10-QSBs.

     "Tax services"  consist of aggregate fees billed for professional  services
rendered for research and preparation of federal and state tax returns.


                                       22
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of Sections 13 or 15(d) of the Securities and
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.


May 21, 2004                        By: /s/ Alan Doyle
                                        ---------------------------------------
                                        Alan Doyle
                                        President (Chief Executive Officer),
                                        Treasurer (Principal Financial Officer)
                                        and Director


                                    By: /s/ Peter Holsworth
                                        --------------------------------------
                                        Peter Holsworth, Director



                                       23