**Table
              of Contents**
  **UNITED
          STATES**
 **SECURITIES
          AND EXCHANGE COMMISSION**
 Washington,
          D.C. 20549
  
 AMENDMENT
          NO. 1
 TO
 FORM
          10-QSB
  **QUARTERLY
          REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
 **SECURITIES
          EXCHANGE ACT OF 1934**
  For
          the
          quarterly period ended **June 30, 2005**
  
 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) has filed all reports required to be filed by Section
          13
          or 15(d) of the Securities and Exchange Act of 1934 during the preceding
          12
          months (or for such shorter period that the issuer was required to file
          such
          reports), and (2) has been subject to such filings requirements for the
          past 90
          days.  Yes x 
          No o
  At
          November 8, 2005, the Issuer had 119,845,806 outstanding shares
          of common stock, $.001 par value.
  Transitional
          Small Business Disclosure Format  Yes oNo x
 **Table
            of Contents**
 **AMERICAN
                      SOUTHWEST HOLDINGS, INC.****(An
                      Exploration Stage Company)****TABLE
                      OF CONTENTS****FORM
                      10-QSB****FOR
                      THE QUARTER ENDED JUNE 30, 2005****Page**PART
                      I. FINANCIAL INFORMATIONItem
                      1. Financial StatementsCondensed
                      Consolidated Balance Sheets - As of June 30,
                      2005 (Unaudited) and December
                      31, 2004
                  3Condensed
                      Consolidated Statements of Operations and
                      Comprehensive Loss (Unaudited) - Three and Six Months Ended
                      June 30, 2005
                      and 2004
                  4Condensed
                      Consolidated Statements of Cash Flows
                      (Unaudited) - Six Months Ended June 30, 2005 and 2004
                  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****June
                    30, 2005**
                
                **December
                    31,****(unaudited)**
                
                **2004****ASSETS**Cash
                    & cash equivalents
                
                $
                62,869
                
                $
                205,493Receivables
                
                
                7,407
                
                
                3,065Stock
                    subscriptions receivable
                
                
                –
                
                
                –Total
                    current assets
                
                
                70,276
                
                
                208,558Property
                    and equipment, net
                
                
                3,520
                
                
                4,202Mining
                    rights
                
                
                33,100
                
                
                33,100Total
                    assets
                
                $
                106,896
                
                $
                245,860**LIABILITIES
                    AND SHAREHOLDERS' EQUITY (DEFICIT)**Accounts
                    payable and accrued liabilities
                
                $
                341,096
                
                $
                147,937Due
                    to related parties
                
                
                511,774
                
                
                334,714Loans
                    payable to related parties
                
                
                41,495
                
                
                41,495Total
                    current liabilities
                
                
                894,365
                
                
                524,146Common
                    stock$.001
                    par value, 100,000,000 shares authorized,and
                    91,514,806 and 82,150,806 shares issued andoutstanding
                    as of June 30, 2005 andDecember
                    31, 2004, respectively
                
                
                91,515
                
                
                82,151Paid
                    in capital
                
                
                13,614,878
                
                
                13,234,217Common
                    stock subscribed
                
                
                –
                
                
                67,095Deficit
                    accumulated during development stage
                
                
                (14,496,560
                )
                
                (13,655,871
                )Foreign
                    currency translation adjustment
                
                
                2,698
                
                
                (5,878
                )Total
                    shareholders' equity
                
                
                (787,469
                )
                
                (278,286
                )Total
                    liabilities and shareholders' equity
                
                $
                106,896
                
                $
                245,860
  The
              accompanying notes are an integral part of the condensed consolidated
              financial
              statements.
 3
 **Table
            of Contents**
  **AMERICAN
                    SOUTHWEST HOLDINGS, INC. AND
                    SUBSIDIARY****(An
                    Exploration Stage Company)****Condensed
                    Consolidated Statements of Operations and Comprehensive
                    Loss****(unaudited)****Cumulative****Three
                    months ended**
                
                **Six
                    months ended**
                
                **since****June
                    30,**
                
                **June
                    30,**
                
                **inception,****2005**
                
                **2004**
                
                **2005**
                
                **2004**
                
                **10/20/1989**Revenue
                    misc. (including interest)
                
                $
                –
                
                $
                –
                
                $
                –
                
                $
                –
                
                $
                83,938Other
                    general & administrative costs
                
                
                400,094
                
                
                65,045
                
                
                625,776
                
                
                74,511
                
                
                5,924,278Depreciation
                
                
                335
                
                
                –
                
                
                682
                
                
                –
                
                
                62,197Organizational
                    costs
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                120,000Write
                    off of Hiab project
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                7,697,615Exploration
                    expenses
                
                
                36,019
                
                
                –
                
                
                206,110
                
                
                –
                
                
                416,125Acquisition
                    fee -
                    related party
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                300,000Costs
                    for acquisition of mining rights
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                61,275General
                    & administrative costs
                
                
                436,448
                
                
                65,045
                
                
                832,568
                
                
                74,511
                
                
                14,581,490Operating
                    loss
                
                
                (436,448
                )
                
                (65,045
                )
                
                (832,568
                )
                
                (74,511
                )
                
                (14,497,552
                )Other
                    income:Foreign
                    currency loss
                
                
                (3,421
                )
                
                –
                
                
                (8,121
                )
                
                –
                
                
                992Loss
                    before income taxes
                
                
                (439,869
                )
                
                (65,045
                )
                
                (840,689
                )
                
                (74,511
                )
                
                (14,496,560
                )Provision
                    for income taxes
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                –Net
                    loss
                
                $
                (439,869
                )
                $
                (65,045
                )
                $
                (840,689
                )
                $
                (74,511
                )
                $
                (14,496,560
                )Foreign
                    currency translation adjustment
                
                
                4,142
                
                
                –
                
                
                8,576
                
                
                –
                
                
                2,698Comprehensive
                    loss
                
                $
                (435,727
                )
                $
                (65,045
                )
                $
                (832,113
                )
                $
                (74,511
                )
                $
                (14,493,862
                )Net
                    loss per share - basic & diluted
                
                $
                –
                
                $
                –
                
                $
                (0.01
                )
                $
                –Weighted
                    average shares outstanding
                
                
                87,558,762
                
                
                23,513,950
                
                
                86,319,557
                
                
                23,513,950
  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****(unaudited)****Cumulative****Six
                    months ended**
                
                **since****June
                    30,**
                
                **inception,****2005**
                
                **2004**
                
                **10/20/1989**Cash
                    flows from operating activities:Reconciliation
                    of net loss to net cashused
                    by operating activities:Net
                    loss:
                
                $
                (840,689
                )
                $
                (74,511
                )
                $
                (14,496,560
                )Adjustments
                    to reconcile net loss to net cashused
                    by operating activities:Depreciation
                
                
                682
                
                
                –
                
                
                732Stock
                    and warrants issued in exchange for services
                
                
                –
                
                
                16,900
                
                
                707,867Stock
                    issued for cancellation of warrants
                
                
                –
                
                
                –
                
                
                38,063Changes
                    in Operating Assets and Liabilities:Accounts
                    receivable
                
                
                (4,342
                )
                
                –
                
                
                (4,163
                )Accounts
                    payable and accrued liabilities
                
                
                193,159
                
                
                6,501
                
                
                336,426Due
                    to related parties
                
                
                177,060
                
                
                –
                
                
                493,936Net
                    cash used by operating activities
                
                
                (474,130
                )
                
                (51,110
                )
                
                (12,923,699
                )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
                
                
                –
                
                
                –
                
                
                169,601Amounts
                    lent to Metal Sands prior to acquisition
                
                
                –
                
                
                (69,557
                )
                
                (117,437
                )Net
                    cash provided (used) by investing activities
                
                
                –
                
                
                (69,557
                )
                
                27,954Cash
                    flows from financing activities:Sale
                    of stock and warrants
                
                
                322,930
                
                
                117,914
                
                
                12,889,504Net
                    borrowings from related parties
                
                
                –
                
                
                –
                
                
                4,515Stock
                    issue costs
                
                
                –
                
                
                –
                
                
                (5,198
                )Stock
                    subscription deposits
                
                
                –
                
                
                –
                
                
                67,095Net
                    cash provided by financing activities
                
                
                322,930
                
                
                117,914
                
                
                12,955,916Effect
                    of exchange rate on cash
                
                
                8,576
                
                
                –
                
                
                2,698Net
                    (decrease) increase in cash
                
                
                (142,624
                )
                
                (2,753
                )
                
                62,869Cash
                    and cash equivalents at beginning of period
                
                
                205,493
                
                
                4,579
                
                
                –Cash
                    and cash equivalents at end of period
                
                $
                62,869
                
                $
                1,826
                
                $
                62,869
  The
              accompanying notes are an integral part of the condensed consolidated
              financial
              statements.
 5
 **Table
            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, 2004
        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 June 30, 2005 and the
        results of our operations and cash flows for the periods presented. The
        December 31, 2004 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 and six months ended June 30, 2005 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.
  6
 **Table
            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 June 30, 2005 in the amount of
        $  14,496,560.
        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 six months ended June 30, 2005, the Company issued shares of its common
        stock as follows:
  ·
              2,630,000
                  shares for in connection with common stock subscriptions issued
                  in the
                  prior year in the amount of
                  $67,095.
 ·
              6,734,000
                  shares for cash in the amount of
                  $343,543.
 
 During
        the six months ended June 30, 2005, the Company realized costs in the amount
        of
        $20,613 in connection with its equity activity.
 
 During
        the six months ended June 30, 2004, the Company issued 7,250,000 shares of
        its
        common stock for cash in the amount of $117,915.
 
 **4.**
              **Subsequent
                  Events:**
 
 Effective
        September 30, 2005, the Company has terminated its management agreement with
        Doyle Capital, Ltd, now known as Africa Pacific Capital Limited (“APC”). In
        connection with the termination, APC has exercised 15,000,000 warrants to
        purchase the Company’s common stock in exchange for the forgiveness of all
        outstanding debt owed to APC. As of June 30, 2005, the Company owed APC
        $441,450.
 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.
 
 **Operations
        for the Three Months Ending June 30, 2005**
 For
          the
          quarter ending June 30, 2005 the Company experienced a comprehensive loss
          of
          $435,727, which was comprised primarily of its general and administrative
          costs
          of $400,094, exploration expenses of $36,019 and net foreign currency gain
          and
          adjustment of $721. In comparison, during the quarter ending June 30, 2004
          the
          Company's comprehensive loss was $75,046. The increase in the comprehensive
          loss
          in the 2005 quarter primarily resulted from the expenses incurred by the
          Company's operating subsidiary, which was acquired in December 2004. During
          the
          quarter ending June 30, 2004 the Company's operations had been inactive.
  **Operations
            for the Six Months Ending June 30, 2005**
 For
              the
              six-month period ending June 30, 2005 the Company experienced a comprehensive
              loss of $832,113, which was comprised primarily of its general and
              administrative costs of $625,776, exploration expenses of $206,110
              and net
              foreign currency gain and adjustment of $455. In comparison, during
              the
              six-month period ending June 30, 2004 the Company's comprehensive loss
              was
              $84,511. The increase in the comprehensive loss in the six-month period
              ending
              June 30, 2005 primarily resulted from the expenses incurred by the
              Company's
              operating subsidiary, which was acquired in December 2004. During the
              six-month
              period ending June 30, 2004 the Company's operations had been inactive.
              The
              Company expects its general and administrative expenses to continue
              at the same
              level throughout the remainder of 2005. The Company expects its exploration
              expenses to increase throughout the remainder of 2005 as its exploration
              program
              on its properties continues.
 **Liquidity
          and Capital Resources.**
 
 The
          Company raised approximately $188,000 from foreign private placements throughout
          the quarter. The Company will need to continue substantial fund raising
          in 2005
          and 2006, 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.
 
 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
          ending
          June 30, 2005. Our accumulated deficit at June 30, 2005 was ($14,496,560).
          All
          exploration costs are expensed as incurred.
  8
 **Table
              of Contents**
  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.
  In
              order
              to continue as a going concern, we 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.
 The
            Company currently has no commitment for funding all or a portion of its
            future
            exploration expenses from a third party. There is no assurance the Company
            will
            be able to obtain in the near future all or a portion of its future exploration
            expenses.
 
 In
          the
          future the Company may consider selling some of its properties or joint
          venturing the exploration and mining of some of its properties, if exploration
          capital cannot be readily obtained.
 **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 June 30, 2005, 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 June 30, 2005, 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 June 30,
        2005.
  **Item
                2.**
              **Changes
                  in Securities.**
  In
        May 2005, we issued 4,000,000 restricted common
        stock shares to four non-U.S. residents for a total consideration of
        US$200,000.  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 applicable
        registration statement or exemption therefrom.  Doyle Capital, Ltd.,
        now
        known as Africa Pacific Capital Limited (“APC”), received a 6% commission on
        these sales.  We believe this transaction complies with Regulation
        S, as
        promulgated under the Securities Act of 1933.
  Effective
        September 30, 2005, the Company has
        terminated its management agreement with APC. In connection with the
        termination, APC has exercised 15,000,000 warrants to purchase the Company’s
        common stock in exchange for the forgiveness of all outstanding debt owed
        to
        APC. As of June 30, 2005, the Company owed APC $441,450.
  **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**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
  10
 **Table
            of Contents**
 
 **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: 
                  November 30, 2005
                By:
                /s/ Alan
                  DoyleAlan
                    Doyle
                  President
                    (Chief Executive Officer)
                  and
                    Treasurer (Principal Financial
                    Officer)
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