Table
          of Contents








**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549









FORM
      10-QSB




**QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      quarterly period ended **March 31, 2006**







Commission
      File No.:  **0-27947**




**AMERICAN
      SOUTHWEST HOLDINGS, INC.**


(Exact
      name of small business issuer as specified in its charter)






**Delaware**
            
            **86-0800964**(State
                or other jurisdiction of
            
            ****(I.R.S.
                Employer Identification Number)incorporation
                or
                organization)








**4225
      North Brown Avenue**


**Scottsdale,
      Arizona 85251**


(Address
      of principal executive offices)




**(480)
      946-4006**


(Issuer’s
      telephone
      number)










Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the 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
        such filing requirements for the past 90 days. Yes ý No o
  Indicate
          by check mark if the registrant is a shell
          company (as defined in Rule 12b-2 of the Act).  Yes 
          oNo ý


At
      June
      30, 2006, the Issuer had 141,795,806 outstanding shares
      of common stock, $.001 par value.




Transitional
      Small Business Disclosure Format  Yes oNo ý




Table
          of Contents


**AMERICAN
                    SOUTHWEST HOLDINGS, INC.****(An
                    Exploration Stage Company)****TABLE
                    OF CONTENTS****FORM
                    10-QSB****FOR
                    THE QUARTER ENDED MARCH 31, 2006****Page**PART
                    I. FINANCIAL INFORMATIONItem
                    1. Financial StatementsCondensed
                    Consolidated Balance Sheets - As of March 31,
                    2006 (Unaudited) and December
                    31, 2005
                3Condensed
                    Consolidated Statements of Operations and
                    Comprehensive Loss (Unaudited) -
                    Three Months Ended March 31, 2006 and 2005
                4Condensed
                    Consolidated Statements of Cash Flows
                    (Unaudited) - Three Months Ended March
                    31, 2006 and 2005
                5Notes
                    to Condensed Consolidated Financial
                    Statements
                6Item
                    2. Management’s Discussion and Analysis of Financial
                    Condition and Results of Operations
                8Item
                    3. Controls and Procedures
                9PART
                    II. OTHER INFORMATIONItem
                    1. Legal Proceedings
                10Item
                    2. Changes in Securities
                10Item
                    3. Defaults Upon Senior
                    Securities
                10Item
                    4. Submission of Matters to a Vote of Security
                    Holders
                10Item
                    5. Other Information
                10Item
                    6. Exhibits
                10Signatures
                11





2
 Table
          of Contents





**PART
      I – FINANCIAL
      INFORMATION**




**Item
              1.**
            **Financial
                Statements**




**AMERICAN
                  SOUTHWEST HOLDINGS, INC. AND
                  SUBSIDIARY****(An
                  Exploration Stage Company)****Condensed
                  Consolidated Balance Sheets****March
                  31, 2006**
              
              **December
                  31,****(unaudited)**
              
              **2005****ASSETS**Cash
                  & cash equivalents
              
              $
              236,748
              
              $
              70,422Receivables
              
              
              7,423
              
              
              2,030Other
                  receivable
              
              
              62,855
              
              
              —Total
                  current assets
              
              
              307,026
              
              
              72,452Property
                  and equipment, net
              
              
              2,549
              
              
              2,865Goodwill
                  - mining rights
              
              
              33,100
              
              
              33,100Total
                  assets
              
              $
              342,675
              
              $
              108,417**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY (DEFICIT)**Accounts
                  payable and accrued liabilities
              
              $
              180,984
              
              $
              105,503Total
                  current liabilities
              
              
              180,984
              
              
              105,503Common
                  stock$.001
                  par value, 300,000,000 shares authorized,and
                  128,845,806 and 119,845,806 shares issued andoutstanding
                  as of March 31, 2006 andDecember
                  31, 2005, respectively
              
              
              128,846
              
              
              119,846Paid
                  in capital
              
              
              15,087,286
              
              
              14,736,286Deficit
                  accumulated during development stage
              
              
              (15,093,822
              )
              
              (14,877,424
              )Foreign
                  currency translation adjustment
              
              
              39,381
              
              
              24,206Total
                  shareholders’ equity
              
              
              161,691
              
              
              2,914Total
                  liabilities and shareholders’ equity
              
              $
              342,675
              
              $
              108,417





The
            accompanying notes are an integral part of the condensed consolidated
            financial
            statements.
 3
 Table
          of Contents




**AMERICAN
                  SOUTHWEST HOLIDNGS, INC. AND
                  SUBSIDIARY****(An
                  Exploration Stage Company)****Condensed
                  Consolidated Statements of Operations and Comprehensive
                  Loss****(unaudited)****Cumulative
                  since****For
                  the three months ended March 31,**
              
              **inception,****2006**
              
              **2005**
              
              **10/20/1989**Revenue
              
              $
              —
              
              $
              —
              
              $
              83,938Other
                  general & administrative costs
              
              
              141,084
              
              
              225,682
              
              
              6,443,588Depreciation
              
              
              316
              
              
              347
              
              
              1,703Organizational
                  costs
              
              
              —
              
              
              —
              
              
              120,000Write
                  off of Hiab project
              
              
              —
              
              
              —
              
              
              7,697,615Exploration
                  expenses
              
              
              65,539
              
              
              170,091
              
              
              522,172Acquisition
                fee -
                related party
              
              
              —
              
              
              —
              
              
              300,000Costs
                  for acquisition of mining rights
              
              
              —
              
              
              —
              
              
              61,275General
                  & administrative costs
              
              
              206,939
              
              
              396,120
              
              
              15,146,353Operating
                  loss
              
              
              (206,939
              )
              
              (396,120
              )
              
              (15,062,415
              )Other
                  income:Foreign
                  currency loss
              
              
              (13,070
              )
              
              (4,700
              )
              
              (40,053
              )Other
              
              
              3,611
              
              
              —
              
              
              8,646(9,459
              )
              
              (4,700
              )
              
              (31,407
              )Loss
                  before income taxes
              
              
              (216,398
              )
              
              (400,820
              )
              
              (15,093,822
              )Provision
                  for income taxes
              
              
              —
              
              
              —
              
              
              —Net
                  loss
              
              $
              (216,398
              )
              $
              (400,820
              )
              $
              (15,093,822
              )Foreign
                  currency translation adjustment
              
              
              15,175
              
              
              4,434
              
              
              39,381Comprehensive
                  loss
              
              $
              (201,223
              )
              $
              (396,386
              )
              $
              (15,054,441
              )Net
                  loss per share - basic & diluted
              
              $
              —
              
              $
              —Weighted
                  average shares outstanding
              
              
              125,745,806
              
              
              85,066,584




The
            accompanying notes are an integral part of the condensed consolidated
            financial
            statements.
 4
 Table
          of Contents




**AMERICAN
                  SOUTHWEST HOLDINGS, INC. AND
                  SUBSIDIARY****(An
                  Exploration Stage Company)****Condensed
                  Consolidated Statements of Cash Flows****(unuaudited)****Cumulative
                  since****For
                  the three months ended March 31,**
              
              **inception,****2006**
              
              **2005**
              
              **10/20/1989**Cash
                  flows from operating activities:Reconciliation
                  of net loss to net cashused
                  by operating activities:Net
                  loss:
              
              $
              (216,398
              )
              $
              (400,820
              )
              $
              (15,093,822
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Depreciation
              
              
              316
              
              
              347
              
              
              1,703Stock
                  and warrants issued in exchange for services
              
              
              —
              
              
              —
              
              
              707,867Stock
                  issued for cancellation of warrants
              
              
              —
              
              
              —
              
              
              38,063Changes
                  in Operating Assets and Liabilities:Accounts
                  receivable
              
              
              (5,393
              )
              
              (15,149
              )
              
              (4,179
              )Accounts
                  payable and accrued liabilities
              
              
              75,481
              
              
              104,120
              
              
              458,506Other
                  receivable
              
              
              (62,855
              )
              
              —
              
              
              (62,855
              )Due
                  to related parties
              
              
              —
              
              
              74,792
              
              
              540,667Net
                  cash used by operating activities
              
              
              (208,849
              )
              
              (236,710
              )
              
              (13,414,050
              )Cash
                  flows from investing activities:Purchase
                  of property and equipment
              
              
              —
              
              
              —
              
              
              (172
              )Costs
                  related to acquisition of Metal Sands Limited
              
              
              —
              
              
              —
              
              
              (24,038
              )Cash
                  received from acquisition of Metal Sands Limited
              
              
              —
              
              
              —
              
              
              169,601Amounts
                  lent to Metal Sands Limited prior to acquisition
              
              
              —
              
              
              —
              
              
              (117,437
              )Net
                  cash provided by investing activities
              
              
              —
              
              
              —
              
              
              27,954Cash
                  flows from financing activities:Sale
                  of stock and warrants
              
              
              360,000
              
              
              39,467
              
              
              13,517,051Net
                  borrowings from related parties
              
              
              —
              
              
              —
              
              
              4,515Stock
                  issue costs
              
              
              —
              
              
              —
              
              
              (5,198
              )Stock
                  subscription deposits
              
              
              —
              
              
              69,717
              
              
              67,095Net
                  cash provided by financing activities
              
              
              360,000
              
              
              109,184
              
              
              13,583,463Effect
                  of exchange rate on cash
              
              
              15,175
              
              
              4,434
              
              
              39,381Net
                  increase (decrease) in cash
              
              
              166,326
              
              
              (123,092
              )
              
              236,748Cash
                  and cash equivalents at beginning of period
              
              
              70,422
              
              
              205,493
              
              
              —Cash
                  and cash equivalents at end of period
              
              $
              236,748
              
              $
              82,401
              
              $
              236,748




The
            accompanying notes are an integral part of the condensed consolidated
            financial
            statements.
 5
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          of Contents





**AMERICAN
      SOUTHWEST HOLDINGS, INC. AND
      SUBSIDIARY**


**(An
      Exploration Stage Company)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**






**1.**
            **Summary
                of Significant Accounting Policies and Use of
                Estimates:**




***Presentation
        of Interim Information:***
 The
        condensed consolidated financial statements included herein have been prepared
        by American Southwest Holdings, Inc. (“we”, “us”, “our” or “Company”) without
        audit, pursuant to the rules and regulations of the United States Securities
        and
        Exchange Commission (“SEC”) and should be read in conjunction with our Annual
        Report on Form 10-KSB for the year ended December 31, 2005 as filed
        with the SEC under the Securities and Exchange Act of 1934. Certain information
        and footnote disclosures normally included in financial statements prepared
        in
        accordance with accounting principles generally accepted in the United States
        of
        America have been condensed or omitted, as permitted by the SEC, although
        we
        believe the disclosures, which are made are adequate to make the information
        presented not misleading. Further, the consolidated financial statements
        reflect, in the opinion of management, all normal recurring adjustments
        necessary to present fairly our financial position at March 31, 2006 and
        the
        results of our operations and cash flows for the periods presented. The
        December 31, 2005 consolidated balance sheet data was derived from audited
        consolidated financial statements, but does not include all disclosures required
        by accounting principles generally accepted in the United States of
        America.
 
 Interim
        results are subject to significant seasonal variations and the results of
        operations for the three months ended March 31, 2006 are not necessarily
        indicative of the results to be expected for the full year.
 
 ***Nature
        of Corporation:***
 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 an exploration 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
        Ameriserv finalized in the US Bankruptcy Court, Northern District of Texas.
        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 fresh-start accounting in its reorganization effective July
        28,
        1995.
 
 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.


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          of Contents





**AMERICAN
      SOUTHWEST HOLDINGS, INC. AND SUBSIDIARY**


**(An
      Exploration Stage Company)**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)**






**1.**
            **Summary
                of Significant Accounting Policies and Use of Estimates
                (continued):**




During
        the year ended December 31, 2004, the Company acquired Metal Sands Limited
        (“MSL”). MSL is a mineral sands development company incorporated in Australia,
        with mineral sands tenements held in South West of Western Australia. MSL
        was
        incorporated in Australia on September, 8, 2000, as Rainbow Nominees Pty
        Ltd.
        MSL changed its name to Metal Sands Pty Limited on May 28, 2001, and to Metal
        Sands Pty Ltd on May 12, 2002. On June 21, 2002, MSL converted to an Australian
        public liability company, Metal Sands Limited. Metal Sands Limited had minimal
        operations from December 15, 2004, the date of acquisition, through December
        31,
        2004.


**2.**
            **Financial
                Condition and Ability to Continue as a Going
                Concern:**




The
        Company has had no revenues from operations since inception and has a deficit
        from expenditures since inception to March 31, 2006 in the amount of
        $15,093,822. The Company has relied to date, and will continue to rely on
        its
        ability to raise equity to fund working capital requirements and fund
        exploration expenditures. Management will continue to control expenditures
        in
        line with its ability to raise equity working capital.
 
 The
        ability of the Company to obtain financing and adequately manage its expenses,
        and thus maintain solvency, is dependent on equity market conditions, the
        ability to find a joint venture partner, the market for precious metals,
        and the
        willingness of other parties to lend the Company money. While the Company
        has
        been successful at certain of these efforts in the past, there can be no
        assurance that current efforts will be successful. These financial statements
        do
        not reflect the outcome of these uncertainties.


**3.**
            **Stockholders’
                Equity:**





***Common
      Stock:***


During
      the three months ended March 31, 2006, the Company issued 9,000,000 shares
      of
      its commons stock and 9,000,000 common stock warrants in exchange for cash
      in
      the amount of $360,000. The warrants are exercisable at $0.04 per warrant and
      expire December 31, 2006.


During
        the three months ended March 31, 2005, the Company issued shares of its common
        stock as follows:


·
            2,630,000
                shares in connection with common stock subscriptions received in
                the prior
                year in the amount of $67,095.


·
            940,000
                shares for cash in the amount of
                $47,712.




***Common
      Stock Subscribed:***


During
        the three months ended March 31, 2005, the Company received $69,717 cash
        and is
        due $19,984 for common stock subscriptions received during the period to
        purchase 1,794,000 shares of the Company’s common stock.
 
 During
        the three months ended March 31, 2005, the Company realized costs in the
        amount
        of $8,245 in connection with its equity activity.


7
 Table
          of Contents




**Item
              2.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation**


**Forward-Looking
        Statements**
 
 Certain
        matters discussed in this report may be forward-looking statements within
        the
        meaning of the Private Securities Litigation Reform Act of 1995. When used
        in
        this discussion, the words “believes,”
        “anticipates,” “expects,” and similar expressions are intended to identify
        forward-looking statements. Such matters involve risks and uncertainties
        that
        may cause actual results to differ materially, including the following: changes
        in economic conditions; general competitive factors; the Company’s ability to
        execute its business model and strategic plans; and the risks described from
        time to time in the Company’s filings with the Securities and Exchange
        Commission. 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.
 
 **Quarter
        Ending March 31, 2006**
 **Operations.**
  For
          the
          quarter ending March 31, 2006, the Company experienced a comprehensive
          loss of
          $201,223 ,
          which
          was comprised primarily of its general and administrative costs of $141,084,
          exploration expenses of $65,539 and net foreign currency gain and adjustment of
          $2,105. In comparison, during the quarter ending March 31, 2005, the Company’s
          comprehensive loss was $396,386. The decrease in the comprehensive loss
          in the
          2006 quarter primarily resulted from decreased legal
          and
          accounting expenses and decreased exploration expenses. The
          Company expects its exploration
          expenses to increase throughout the remainder of 2006 towards the completion
          of its exploration programs on its properties.
  **Liquidity
          and Capital Resources.**
 
 The
          Company raised approximately $360,000 from foreign private placements during
          the
          quarter .
          The
          Company will need
          to
          continue substantial fund raising in 2006 and 2007, because the Company’s
          planned exploration program for its mining properties requires expenditures
          of approximately $8,000,000 over the next 5 years, with approximately
          $5,500,000 of exploration expenditures planned for the next two years.
  In
          April
          2006, the Company entered into a non-binding letter of intent with a
          London-based entity to invest $5,000,000 in our subsidiary which will own
          all of
          our
          interest in the Governor Broome tenement. The
          $5,000,000 funding of our subsidiary was
          completed in June 2006. It is anticipated that the Governor Broome subsidiary
          will be
          listed
          for trading on the London AIM Exchange in the future. W e
          anticipate distributing most of our stock in the subsidiary to our
          shareholders when such distribution is permitted under applicable rules
          and regulations
          of the various countries in which our shareholders reside. It is presently
          anticipated that our shareholders will be paid cash for fractional shares
          and deminis size blocks of shares due to our shareholders. It is also presently
          anticipated that the subsidiary shares will not be distributed to U.S. residents
          until 2008. Since we have been successful at funding the Governor
          Broome project
          on the London AIM Exchange, we will seek additional funding
          for other tenements in the same fashion in the future.
 Since
                we
                have not generated any revenue, we have included a reference to our
                ability to
                continue as a going concern with our financial statements for the
                quarter ended
                March 31, 2006. Our accumulated deficit at March 31, 2006 was ($15,093,822).
                All
                exploration costs are expensed as incurred.
 These
            financial statements have been prepared on the going concern basis, which
            assumes that adequate sources of financing will be obtained as required
            and that
            our assets will be realized, and liabilities settled in the ordinary
            course of
            business. Accordingly, these financial statements do not include any
            adjustments
            related to the recoverability of assets and classification of assets
            and
            liabilities that might be necessary should we be unable to continue as
            a going
            concern.
 8
 Table
              of Contents
  In
          order
          to continue as a going concern, we will require additional financing. There
          can
          be no assurance that additional financing will be available to us when
          needed
          or, if available, that it can be obtained on commercially reasonable terms.
          If
          we are not able to continue as a going concern, we would likely be unable
          to
          realize the carrying value of our assets reflected in the balances set
          out in
          the preparation of the financial statements.
 **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
        that, as of as of March 31, 2006, our disclosure controls and procedures
        were
        ineffective 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. More specifically,
        the
        Company identified a material weakness due to a lack of sufficient personnel
        with appropriate knowledge in U.S. GAAP and lack of sufficient analysis and
        documentation of the application of U.S. GAAP to transactions, including
        but not
        limited to equity transactions.  Management plans to identify an
        appropriate service provider to eliminate this material weakness.  During
        the quarter ended March 31, 2006, 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.
 
 9
 Table
            of Contents
 **PART
        II – OTHER
        INFORMATION**
  **Item
                1.**
              **Legal
                  Proceedings.**
  There
        are
        no material legal proceedings pending for the Registrant at March 31,
        2006.
  **Item
                2.**
              **Changes
                  in Securities.**
  During
        the quarter ending March 31, 2006, we issued 9,000,000 units consisting of
        one
        share of common stock and one warrant to purchase one common stock share
        to two
        non-U.S. residents for total consideration of $360,000.  The warrants are
        exercisable for $0.04 per share through December 31, 2006.  There was no
        preparation of the U.S. market in connection with these sales and the stock
        certificates issued in this transaction bear restrictive legends which prohibit
        the sale in the U.S. without an appilcable registration statement or exemption
        therefrom.  African Pacific Capital Limited, an affiliate of our President,
        received a 6% commission on these sales.  We believe this transaction
        complies with Regulation S, as promulgated under the Securities Act of
        1933.
  **Item
                3.**
              **Defaults
                  Upon Senior Securities**
 
 None.
  **Item
                4.**
              **Submission
                  of Matter to a Vote of Security
                  Holders**
  None.
 **Item
                5.**
              **Other
                  Information**
  None.
 
 **Item
                6.**
              **Exhibits**
  **Exhibit**
                **Number**
              ****
              **Description**10.1*
              
              Sale
                  Agreement between Metal Sands Pty Ltd.
                  andMetal Sands Australia Pty Ltd.10.2*
              
              Agency
                Agreement between Metal Sands Australia Pty Ltd. and Metal Sands
                Pty Ltd.31*
              
              Certificate
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  200232*
              
              Certificate
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
 ____________
 * 
        Filed herewith.
  10
 Table
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 **SIGNATURES**
 
 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 authorized.
 
 **AMERICAN
                  SOUTHWEST HOLDINGS, INC.**Date: 
                  July 14, 2006
                By:
                /s/ Alan
                  DoyleAlan
                    Doyle
                  President
                    (Chief Executive Officer)
                  and
                    Treasurer (Principal Financial
                    Officer)
  11