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, 2004

[ ]     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)


   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 August 10, 2004:
38,550,806

<PAGE>

                        AMERICAN SOUTHWEST HOLDINGS, INC.
                    FORM 10-QSB, QUARTER ENDED JUNE 30, 2004

                                      INDEX

                                                                            PAGE
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements..............................................    3
        Balance Sheet.....................................................    3
        Statement of Operations...........................................    4
        Statement of Stockholders' Equity.................................    5
        Statement of Cash Flows...........................................    7
        Notes to Financial Statements.....................................    8
Item 2. Management's Discussion and Analysis of Financial Condition
        and Plan of Operations............................................   14
Item 3. Controls and Procedures...........................................   15

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.................................................   16
Item 2. Changes in Securities.............................................   16
Item 3. Defaults Upon Senior Securities...................................   16
Item 4. Submission of Matters to a Vote of Security Holders...............   16
Item 5. Other Information.................................................   16
Item 6. Exhibits and Reports on Form 8-K..................................   16

Signatures................................................................   17


                                       2

<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

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

                                 BALANCE SHEET
                    AS OF JUNE 30, 2004 AND DECEMBER 31, 2003


                                                     June 30,      December 31,
                                                      2004             2003
                                                   (unaudited)
                                                   -----------     ------------
                      ASSETS

Cash                                               $     1,826     $      4,579
Advance to Metal Sands, Ltd.                            69,557               --
                                                   -----------     ------------
     Total Current Assets                               71,383            4,579
                                                   -----------     ------------
Total Assets                                       $    71,383     $      4,579
                                                   ===========     ============


       LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable                                   $   139,082    $     122,581
Note Payable to Officer                                 36,980           36,980
                                                   -----------     ------------
Total Current Liabilities                              176,062          159,561
                                                   -----------     ------------
Stockholders Equity

Common Stock
   Authorized shares 100,000,000,
   shares outstanding 38,550,806 at
   June 30, 2004, 28,163,9500 shares
   at June 30, 2003, par value $0.001                   38,434           28,164

   Paid in Capital                                  12,588,718       12,464,174

   Deficit accumulated during
   development stage                               (12,731,831)     (12,647,320)
                                                   -----------     ------------
   Total Stockholders' Equity (Deficit)               (104,679)        (154,982)
                                                   -----------     ------------
   Total Liabilities and Stockholders' Equity      $    71,383     $      4,579
                                                   ===========     ============

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

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

                            STATEMENT OF OPERATIONS
                                  (UNAUDITED)
         FOR THE THREE AND SIX MONTH PERIODS ENDING JUNE 30, 2004, 2003
                    AND FROM INCEPTION THROUGH JUNE 30, 2004

<TABLE>
<CAPTION>
                                         Three Months Ended             Six Months Ended          Period from
                                               June 30,                     June 30,            October 20, 1989
                                     ---------------------------   --------------------------    (inception) to
                                         2004            2003          2004          2003         June 30, 2004
                                     ------------   ------------   -----------   ------------   ----------------
<S>                                  <C>            <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                 65,045         52,000        74,511         52,000         4,936,688
                                     --------------------------------------------------------------------------

Total Expenses                             65,045         52,000        74,511         52,000        12,815,768
                                     --------------------------------------------------------------------------

Income before Income Taxes                (65,045)       (52,000)      (74,511)       (52,000)      (12,731,830)
                                     --------------------------------------------------------------------------

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

Net (Loss)                           $    (65,045)  $    (52,000)   $  (74,511)   $   (52,000)   $  (12,731,830)
                                     --------------------------------------------------------------------------

Basic
Earnings (Loss) per Share                  *              *
                                     ---------------------------

Weighted Average Shares                23,513,950     20,513,950
                                     ---------------------------

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

* = less than $0.01

</TABLE>


        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

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

                        STATEMENT OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                     FROM DECEMBER 31, 1999 TO JUNE 30, 2004

<TABLE>
<CAPTION>
                                          Common Stock             Paid in                    Accumulated
                                      Shares        Amount         Capital       Warrants       Deficit       Total Equity
                                    ----------   ------------   ------------   ------------   ------------    ------------
<S>                                 <C>          <C>            <C>            <C>            <C>             <C>
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         24,000             --         240,000

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 $0.09 per share            1,600,000          1,600        142,400         16,000             --         160,000

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     12,148,882         97,500    (12,392,028)       (126,782)

Net (Loss)                                  --             --             --             --        (60,608)        (60,608)
                                    --------------------------------------------------------------------------------------
Balance, December 31, 2001          18,863,950         18,864     12,148,882         97,500    (12,452,636)       (187,390)

Stock issued for cash 400,000
shares at $0.04 per share
Warrants issued with stock
400,000 warrants at $0.01
per warrant                            400,000            400         15,600          4,000             --          20,000

Stock issued for debt at $0.04
per share 29,000 warrants
issued at $0.01                      2,900,000          2,900        113,100         29,000             --         145,000
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

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

                        STATEMENT OF STOCKHOLDERS EQUITY
                                   (UNAUDITED)
               FROM DECEMBER 31, 1999 TO JUNE 30, 2004 (CONTINUED)
<TABLE>
<CAPTION>
                                          Common Stock             Paid in                    Accumulated
                                      Shares        Amount         Capital       Warrants       Deficit       Total Equity
                                    ----------   ------------   ------------   ------------   ------------    ------------
<S>                                 <C>          <C>            <C>            <C>            <C>             <C>
Net (Loss)                                  --             --             --             --        (57,298)        (10,433)
                                    --------------------------------------------------------------------------------------
Balance, December 31, 2002          22,163,950   $     22,164   $ 12,277,582   $    130,500   $(12,509,934)   $    (79,688)

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   $ 12,333,674   $    130,500   $(12,647,320)   $   (154,982)

Stock issued for cash,
4,750,000 shares
at $0.0152 per share                 4,750,000          4,750         67,769             --             --          72,519

Net (Loss)                                  --             --             --             --         (9,465)         (9,465)
                                    --------------------------------------------------------------------------------------
Balance, March 31, 2004             32,913,950   $     32,914   $ 12,401,443   $    130,500   $(12,647,320)   $    (91,928)

Stock issued for cash,
2,500,000 shares
at $0.0152 per share                 2,500,000          2,500         42,896             --             --          45,396

Stock issued for services,
961,851 shares at $0.0175
per share                              961,851            845         16,055             --             --          16,900

Warrants converted to stock          2,175,005          2,175        128,325       (130,500)            --              --

Net (Loss)                                  --             --             --             --        (74,511)        (75,045)
                                    --------------------------------------------------------------------------------------
Balance June 30, 2004               38,550,806         38,434     12,588,718             --    (12,721,831)       (104,678)
                                    ======================================================================================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       6
<PAGE>

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

                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
             FOR THE SIX MONTH PERIOD ENDING JUNE 30, 2004, 2003 AND
                      FROM INCEPTION THROUGH JUNE 30, 2004


                                       Six Months Ended          Period from
                                           June 30,            October 20, 1989
                                  --------------------------    (inception) to
                                      2004          2003         June 30, 2004
                                  -----------   ------------   ----------------
Operating Activities
   Net Loss                       $   (74,511)  $    (52,000)  $    (12,721,830)
   Services paid by Stock             (16,900)                          320,225
   Advances to Metal Sands Ltd.        69,557                           (69,557)
   Change in Accounts Payable           6,501                           166,061
                                  ---------------------------------------------
   Cash Used in Operations            (15,353)       (52,000)       (12,305,101)
                                  ---------------------------------------------
Cash Utilized for Investments
                                  ---------------------------------------------
Financing Activities
   Note Payable
   Sale of Stock and Warrants                                        12,306,926
                                  ---------------------------------------------
   Cash from Financing                                               12,306,926
                                  ---------------------------------------------
Net Change in Net Cash                                                    1,825

Cash Beginning of Period                                                     --
                                  ---------------------------------------------
Cash End of Period                                             $          1,825
                                  =============================================

Supplemental Information

Interest                                                                      0
Taxes                                                                         0


Non-cash transactions
   See Note on Stockholder
   Equity for transactions


        The accompanying notes are an integral part of these statements.

                                       7
<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.

In the opinion of management,  the accompanying financial statements reflect all
adjustments   (which   include   only   normal   recurring    adjustments)   and
reclassifications  for  comparability  necessary to present fairly the financial
position and results of operations of the Company.  These  statements  are based
upon information currently available to management.

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

                                       8
<PAGE>

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.

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.

                                       9
<PAGE>

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.

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.

YEAR 2004 EQUITY TRANSACTIONS

Stock was sold for cash,  4,750,000  shares at $0.0152  per share for a total of
$72,519.

Stock  issued for  services,  961,851  shares  valued at $0.0175 per share for a
total of $16,800.

Stock issued for cash,  2,500,000 shares valued at $0.0152 per share for a total
of $45,396.

WARRANTS

Below is a schedule of the outstanding  warrants as of December 31, 2003. All of
them would have expired 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
                         ----------

All of these warrants were  converted to 2,175,000  shares of common stock prior
to June 30,  2004.  A total of $130,500  had  previously  been  received for the
warrants. That was an average of $0.0599 per share.

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

                                       10
<PAGE>

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

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 not
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.

                                       11
<PAGE>

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.

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 form an officer to pay general and administrative
expenses. This is a short term demand note with note 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 no revenue to segment.

NOTE 8. SUBSEQUENT EVENTS

The  Company  is  currently  negotiating  a  purchase  of a  mining  company  in
Australia.  This will be a stock for stock purchase.  The name of the company is
Metal Sands, Limited.  Metal Sands Limited is an exploration stage company which
has  mining  rights to eleven  parcels  in  western  Australia.  As shown on the
balance sheet the Company has advanced Metal Sands funds in anticipation of this
purchase and the subsequent mining operations.


                                       12
<PAGE>

A pro-forma condensed combined balance sheet as of March 31, 2004 of the Company
and  Metal  Sands  Limited  would  appear as  follows.  The  purchased  goodwill
attributed to the mining rights is assumed at $66,014 for this presentation.

                              Metal       American     Goodwill
     Item                     Sands       Southwest    Purchased    Combined
     ----                    --------     ---------    ---------    --------

Cash                         $ 22,561     $  23,429                 $ 45,990
Other Receivables               2,063                                  2,063
Equipment, net                  1,248                                  1,248
Goodwill-mining rights                                 $  66,014      66,014
Intercompany                   38,805        38,805                        0
Current Liabilities            53,081       154,162                  207,243
                             --------     ---------    ---------    --------
Net Equity                   $(66,014)    $ (91,928)   $  66,014    $(91,928)
                             ========     =========    =========    ========


                                       13
<PAGE>

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

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.

     In March  2004,  the Company  executed a letter of intent to acquire  Metal
Sands Limited, an Australian mining company,  which has 26 exploration  licenses
or license applications  throughout the Scott Coastal Plain in Western Australia
("Metal  Sands").  In July 2004 the shareholders of Metal Sands and the required
Australian  government  agency  approved the Company's  proposed  acquisition of
Metal Sands.  If the Company's  acquisition of Metal Sands is  consummated,  the
Company will issue approximately 33,200,000 shares of the Company's common stock
to the  Metal  Sands  shareholders.  If this  transaction  with  Metal  Sands is
consummated, the Company will make the appropriate filings with the SEC.

     Prior to the  consummation of the of the proposed Metal Sands  acquisition,
the Company is required  to: (i) raise a total of $400,000  from the sale of its
common stock;  and (ii) list its common stock for trading on the NASDAQ Bulletin
Board market. The Company has received a commitment from Doyle Capital, Ltd., an
Australian  venture  capital firm affiliated  with the Company's  President,  to
raise the $400,000 (the "Private Placement"). The Company is hopeful the Private
Placement can be achieved in the next few months.  The Company presently intends
to complete the Private Placement before  submitting its listing  application to
NASDAQ. The NASDAQ listing process could require several months to complete.  At
this time,  there is no assurance the proposed  acquisition of Metals Sands will
be consummated.

RESULTS OF OPERATIONS

     REVENUES.  The Company generated $0 in revenues for the three months ending
June 30,  2004,  versus $0  revenues  for the same  period in 2003.  The Company
generated  $0 in revenues  for the six months  ending June 30,  2004,  versus $0
revenues for the same period in 2003.  To date,  the Company has not relied upon
revenues  for  funding.  The Company  expects to derive its funding from private
sources.

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<PAGE>

     GENERAL AND ADMINISTRATIVE EXPENSES. During the three months ended June 30,
2004, the Company incurred $65,045 in general and administrative expenses versus
$52,000 for the same period of 2003.  During the six months ended June 30, 2004,
the Company  incurred  $74,511 in general  and  administrative  expenses  versus
$52,000  for  the  same  period  in  2003.  The  total  cumulative  general  and
administrative expense during the development stage was $4,936,688.

     PROVISION FOR INCOME TAXES.  As of June 30, 2004 the Company's  accumulated
deficit was  $(12,731,831),  and as a result,  there has been no  provision  for
income taxes.

     NET INCOME. For the three months ended June 30, 2004 the Company recorded a
net loss of  $(65,045)  versus a net loss of  ($52,000)  for the same  period of
2003. For the six months ended June 30, 2004 the Company  recorded a net loss of
$(74,511) versus a net loss of $(52,000) for the same period of 2003.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2004, the Company had a cash balance of $1,826,  compared to
$4,579 as of December  31,  2003.  The amounts  expended  were used to bring the
Company  current in all  regulatory  matters and  filings and came from  private
funds.

     As of June 30, 2004, the Company had $0 in accounts receivable, compared to
$0 as of December  31,  2003.  The Company had  advanced  $69,557 to Metal Sands
Limited at June 30, 2004 in connection with its proposed acquisition.

     As of June 30, 2004, the Company had $176,062 in total current liabilities,
compared to $159,561 for the period ending December 31, 2003.

     The Company's future funding  requirements will depend on numerous factors.
These factors  include the Company's  ability to receive  additional  funding to
meets its reporting  obligations  and find some form of  acquisition or business
combination.  The  Company  does not  have  enough  cash to meet  its  operating
requirements and has no business plan.

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

ITEM 3. CONTROLS AND PROCEDURES

     Our President (Chief Executive Officer) and Treasurer  (Principal Financial
Officer),  based on the evaluation of our disclosure controls and procedures has
concluded as of June 30, 2004,  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 June 30, 2004,  there was no change in our internal control over financial
reporting  identified  in connection  with the  evaluation  that has  materially
affected,  or is reasonable  likely to materially  affect,  our internal control
over financial reporting.


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<PAGE>

                                     PART II


ITEM 1. LEGAL PROCEEDINGS

     None

ITEM 2. CHANGES IN SECURITIES

     During the second quarter of 2004 the Company issued  2,500,000  restricted
common stock shares to nine (9) non-United States  individuals and entities at a
price of $.0152 U.S per share.  These shares were issued  under  Section 4(2) of
the Securities Act of 1933.

     Also  during  the  second  quarter  of  2004  the  Company  issued  961,851
restricted  common stock shares to three (3) non-United  States  individuals and
entities at a price of $.0175 U.S per share in  consideration  of past legal and
accounting  services.  These  shares  were  issued  under  Section  4(2)  of the
Securities Act of 1933.

     Pursuant to the agreement for the  acquisition  of Metal Sands,  during the
second  quarter of 2004 the Company  issued  2,175,000  restricted  common stock
shares to fourteen (14) non-United  States  individuals and entities and one (1)
U.S. resident in conversion of Company warrants which had been sold for $130,500
U.S. These shares were issued under Section 4(2) of the Securities Act of 1933.

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

     On May 3, 2004,  the  Company  filed two  reports on Form 8-K  relating  to
changes in accountants during 2002 and 2003.


                                       16
<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.


Dated: August 11, 2004                  By: /s/ Alan Doyle
                                            ------------------------------------
                                            Alan Doyle
                                            President (Chief Executive Officer)
                                            and Treasurer (Principal Financial
                                            Officer)






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