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 **March 31, 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
        July
        21, 2005, the Issuer had 85,720,806 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 MARCH 31, 2005****Page**PART
                      I. FINANCIAL INFORMATIONItem
                      1. Financial StatementsCondensed
                      Consolidated Balance Sheets - As of March 31, 2005
                      (Unaudited) and December
                      31, 2004
                  3Condensed
                      Consolidated Statements of Operations and
                      Comprehensive Loss (Unaudited) -
                      Three Months Ended March 31, 2005 and 2004
                  4Condensed
                      Consolidated Statements of Cash Flows
                      (Unaudited) - Three Months Ended March
                      31, 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
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  **PART
        I – FINANCIAL
        INFORMATION**
  **Item
                1.**
              **Financial
                  Statements**
  **AMERICAN
                    SOUTHWEST HOLDINGS, INC. AND SUBSIDIARY****(An
                    Exploration Stage Company)****Condensed
                    Consolidated Balance Sheets****March
                    31, 2005**
                
                **December
                    31,****(unaudited)**
                
                **2004****ASSETS**Cash
                    & cash equivalents
                
                $
                82,401
                
                $
                205,493Receivables
                
                
                18,214
                
                
                3,065Stock
                    subscriptions receivable
                
                
                19,984
                
                
                –Total
                    current assets
                
                
                120,599
                
                
                208,558Property
                    and equipment, net
                
                
                3,855
                
                
                4,202Mining
                    rights
                
                
                33,100
                
                
                33,100Total
                    assets
                
                $
                157,554
                
                $
                245,860**LIABILITIES
                    AND SHAREHOLDERS' EQUITY (DEFICIT)**Accounts
                    payable and accrued liabilities
                
                $
                252,057
                
                $
                147,937Due
                    to related parties
                
                
                409,506
                
                
                334,714Loans
                    payable to related parties
                
                
                41,495
                
                
                41,495Total
                    current liabilities
                
                
                703,058
                
                
                524,146Common
                    stock$.001
                    par value, 100,000,000 shares authorized,and
                    85,720,806 and 82,150,806 shares issued andoutstanding
                    as of March 31, 2005 andDecember
                    31, 2004, respectively
                
                
                85,721
                
                
                82,151Paid
                    in capital
                
                
                13,337,209
                
                
                13,234,217Common
                    stock subscribed
                
                
                89,701
                
                
                67,095Deficit
                    accumulated during development stage
                
                
                (14,056,691
                )
                
                (13,655,871
                )Foreign
                    currency translation adjustment
                
                
                (1,444
                )
                
                (5,878
                )Total
                    shareholders' equity (deficit)
                
                
                (545,504
                )
                
                (278,286
                )Total
                    liabilities and shareholders' equity
                
                $
                157,554
                
                $
                245,860
  The
              accompanying notes are an integral part of the condensed consolidated
              financial
              statements.
 3
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 **AMERICAN
                    SOUTHWEST HOLDINGS, INC. AND
                    SUBSIDIARY****(An
                    Exploration Stage Company)****Condensed
                    Consolidated Statements of Operations and Comprehensive
                    Loss****(unaudited)****Cumulative****During****For
                    the Three Months Ended March 31,**
                
                **Exploration****2005**
                
                **2004**
                
                **Stage**Revenue
                    misc. (including interest)
                
                $
                –
                
                $
                –
                
                $
                83,938Other
                    general & administrative costs
                
                
                225,682
                
                
                9,465
                
                
                5,524,184Depreciation
                
                
                347
                
                
                –
                
                
                61,862Organizational
                    costs
                
                
                –
                
                
                –
                
                
                120,000Write
                    off of Hiab project
                
                
                –
                
                
                –
                
                
                7,697,615Exploration
                    expenses
                
                
                170,091
                
                
                –
                
                
                380,106Acquisition
                    fee - related party
                
                
                –
                
                
                –
                
                
                300,000Costs for acquisition of mining rights
                
                
                –
                
                
                –
                
                
                61,275General
                    & administrative costs
                
                
                396,120
                
                
                9,465
                
                
                14,145,042Operating
                    loss
                
                
                (396,120
                )
                
                (9,465
                )
                
                (14,061,104
                )Other
                    income:Foreign
                    currency loss
                
                
                (4,700
                )
                
                –
                
                
                4,413Loss
                    before income taxes
                
                
                (400,820
                )
                
                (9,465
                )
                
                (14,056,691
                )Provision
                    for income taxes
                
                
                –
                
                
                –
                
                
                –Net
                    loss
                
                $
                (400,820
                )
                $
                (9,465
                )
                $
                (14,056,691
                )Foreign
                    currency translation adjustment
                
                
                4,434
                
                
                –
                
                
                (1,444
                )Comprehensive
                    loss
                
                $
                (396,386
                )
                $
                (9,465
                )
                $
                (14,058,135
                )Net
                    loss per share - basic & diluted
                
                $
                –
                
                $
                –Weighted
                    average shares outstanding
                
                
                85,066,584
                
                
                23,513,950
  The
              accompanying notes are an integral part of the condensed consolidated
              financial
              statements.
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 **AMERICAN
                    SOUTHWEST HOLDINGS, INC. AND
                    SUBSIDIARY****(An
                    Exploration Stage Company)****Condensed
                    Consolidated Statements of Cash Flows****(unaudited)****Cumulative****Since****For
                    the Three Months Ended March 31,**
                
                **Inception,****2005**
                
                **2004**
                
                **10/20/1989**Cash
                    flows from operating activities:Reconciliation
                    of net loss to net cashused
                    by operating activities:Net
                    loss
                
                $
                (400,820
                )
                $
                (9,465
                )
                $
                (14,056,691
                )Adjustments
                    to reconcile net loss to net cashused
                    by operating activities:Depreciation
                
                
                347
                
                
                –
                
                
                397Stock
                    and warrants issued in exchange for services
                
                
                –
                
                
                –
                
                
                707,867Stock
                    issued for cancellation of warrants
                
                
                –
                
                
                –
                
                
                38,063Changes
                    in Operating Assets and Liabilities:Accounts
                    receivable
                
                
                (15,149
                )
                
                –
                
                
                (14,970
                )Accounts
                    payable and accrued liabilities
                
                
                104,120
                
                
                (5,399
                )
                
                247,387Due
                    to related parties
                
                
                74,792
                
                
                –
                
                
                391,668Net
                    cash used by operating activities
                
                
                (236,710
                )
                
                (14,864
                )
                
                (12,686,279
                )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
                
                
                –
                
                
                (38,805
                )
                
                (117,437
                )Net
                    cash provided (used) in investing activities
                
                
                –
                
                
                (38,805
                )
                
                27,954Cash
                    flows from financing activities:Sale
                    of stock and warrants
                
                
                39,467
                
                
                –
                
                
                12,606,041Net
                    borrowings from related parties
                
                
                –
                
                
                72,519
                
                
                4,515Stock
                    issue costs
                
                
                –
                
                
                –
                
                
                (5,198
                )Stock
                    subscription deposits
                
                
                69,717
                
                
                –
                
                
                136,812Net
                    cash provided by financing activities
                
                
                109,184
                
                
                72,519
                
                
                12,742,170Effect
                    of exchange rate on cash
                
                
                4,434
                
                
                –
                
                
                (1,444
                )Net
                    (decrease) increase in cash
                
                
                (123,092
                )
                
                18,850
                
                
                82,401Cash
                    and cash equivalents at beginning of period
                
                
                205,493
                
                
                4,579
                
                
                –Cash
                    and cash equivalents at end of period
                
                $
                82,401
                
                $
                23,429
                
                $
                82,401
  The
              accompanying notes are an integral part of the condensed consolidated
              financial
              statements.
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  **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 March 31, 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 months ended March 31, 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 Hiab 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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  **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, 2005 in the amount of
        $14,056,691. 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, 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.
 
 During
        the three months ended March 31, 2004, the Company issued 4,750,000 shares
        of
        its common stock for cash in the amount of $72,519.
 
 ***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
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**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, 2005**
 **Operations.**
  For
          the
          quarter ending March 31, 2005 the Company experienced a comprehensive loss
          of
          $396,386, which was comprised primarily of its general and administrative
          costs
          of $225,682, exploration expenses of $170,091 and net foreign currency
          loss and
          adjustment of $266. In comparison, during the quarter ending March 31,
          2004 the
          Company's comprehensive loss was $9,465. 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 March 31, 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 $137,413 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
          March 31, 2005. Our accumulated deficit at March 31, 2005 was ($14,056,691).
          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.
  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.
 
 8
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  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 March 31, 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 March 31, 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
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 **PART
        II – OTHER
        INFORMATION**
  **Item
                1.**
              **Legal
                  Proceedings.**
  There
        are
        no material legal proceedings pending for the Registrant at March 31,
        2005.
  **Item
                2.**
              **Changes
                  in Securities.**
  In
          January 2005 the Company issued 2,630,000 restricted common stock shares
          to five non-U.S. residents who had
          paid approximately $67,095 for the shares in the prior
          quarter. 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.
 
 In
          February and March 2005 the Company issued a total of 940,000 restricted common
          stock shares to two non-U.S. residents who paid approximately $47,712 for the
          shares. 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.  APC received a 6% commission
          on these
          sales.  We believe this transaction complies with Regulation S,
          as
          promulgated under the Securities Act of 1933.
 
 At
          March
          31, 2005 the Company had received subscriptions for 1,794,000 restricted
          common stock shares from seven non-U.S. residents who had paid approximately
          $89,701 for the shares which were issued in the following quarter.
          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.  APC 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**
  On
          March
          28, 2005 a majority of the Company's shareholder's approved an increase
          in the Company's authorized common stock from 100,000,000 to 300,000,000
          shares. The vote was 59,865,278 shares for; 0 shares against; 200,000
          shares abstained; 0 shares withheld; and no broker non-votes.
 **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
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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: 
                  November 29, 2005
                By:
                /s/ Alan
                  DoyleAlan
                    Doyle
                  President
                    (Chief Executive Officer)
                  and
                    Treasurer (Principal Financial
                    Officer)
   11