**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 **September 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) filed all reports required to be filed by Section
          13 or
          15(d) of the Securities and Exchange Act of 1934 during the past 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
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act).  Yes oNo x
  At
          January 17, 2006, 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 SEPTEMBER 30, 2005****Page**PART
                      I. FINANCIAL INFORMATIONItem
                      1. Financial StatementsCondensed
                      Consolidated Balance Sheets - As of September
                      30, 2005 (Unaudited) and December
                      31, 2004
                  3Condensed
                      Consolidated Statements of Operations and
                      Comprehensive Loss (Unaudited) - Three and Nine Months Ended
                      September 30,
                      2005 and 2004
                  4Condensed
                      Consolidated Statements of Cash Flows
                      (Unaudited) - Nine Months Ended September 30, 2005 and
                      2004
                  5Notes
                      to Condensed Consolidated Financial
                      Statements
                  6Item
                      2. Management’s Discussion and Analysis of Financial
                      Condition or Plan of Operation
                  9Item
                      3. Controls and Procedures
                  10PART
                      II. OTHER INFORMATIONItem
                      1. Legal Proceedings
                  11Item
                      2. Unregistered Sales of Equity Securities and Use
                      of Proceeds
                  11Item
                      3. Defaults Upon Senior
                      Securities
                  11Item
                      4. Submission of Matters to a Vote of Security
                      Holders
                  11Item
                      5. Other Information
                  11Item
                      6. Exhibits
                  11Signatures
                  12
  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****September
                  30, 2005**
              
              **December
                  31, **2004******(unaudited)****ASSETS**Cash
                  & cash equivalents
              
              $
              208,682
              
              $
              205,493Accounts
                  Receivable
              
              
              22
              
              
              3,065Total
                  current assets
              
              
              208,704
              
              
              208,558Property
                  and equipment, net
              
              
              3,248
              
              
              4,202Mining
                  rights
              
              
              33,100
              
              
              33,100Total
                  assets
              
              $
              245,052
              
              $
              245,860**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY (DEFICIT)**Accounts
                  payable and accrued liabilities
              
              $
              101,718
              
              $
              147,937Due
                  to related parties
              
              
              –
              
              
              334,714Loans
                  payable to related parties
              
              
              –
              
              
              41,495Total
                  current liabilities
              
              
              101,718
              
              
              524,146Common
                  stock$.001
                  par value, 100,000,000 shares authorized,and
                  119,689,806 and 82,150,806 shares issued andoutstanding
                  as of September 30, 2005 andDecember
                  31, 2004, respectively
              
              
              119,690
              
              
              82,151Paid
                  in capital
              
              
              14,736,442
              
              
              13,234,217Common
                  stock subscribed
              
              
              –
              
              
              67,095Deficit
                  accumulated during development stage
              
              
              (14,716,039
              )
              
              (13,655,871
              )Foreign
                  currency translation adjustment
              
              
              3,241
              
              
              (5,878
              )Total
                  shareholders’ equity
              
              
              143,334
              
              
              (278,286
              )Total
                  liabilities and shareholders’ equity
              
              $
              245,052
              
              $
              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**
              
              **Nine
                  months ended**
              
              **since****September
                  30,**
              
              **September
                  30,**
              
              **inception,****2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **10/20/1989**Revenue
                  misc. (including interest)
              
              $
              –
              
              $
              –
              
              $
              –
              
              $
              –
              
              $
              83,938Other
                  general & administrative costs
              
              
              205,739
              
              
              70,965
              
              
              831,515
              
              
              145,476
              
              
              6,130,017Depreciation
              
              
              272
              
              
              –
              
              
              954
              
              
              –
              
              
              62,469Organizational
                  costs
              
              
              –
              
              
              –
              
              
              –
              
              
              –
              
              
              120,000Write
                  off of Hiab project
              
              
              –
              
              
              –
              
              
              –
              
              
              –
              
              
              7,697,615Exploration
                  expenses
              
              
              12,518
              
              
              –
              
              
              218,628
              
              
              –
              
              
              428,643Acquisition
                  fee – related party
              
              
              –
              
              
              –
              
              
              –
              
              
              –
              
              
              300,000Costs
                  for acquisition of mining rights
              
              
              –
              
              
              –
              
              
              –
              
              
              –
              
              
              61,275General
                  & administrative costs
              
              
              218,529
              
              
              70,965
              
              
              1,051,097
              
              
              145,476
              
              
              14,800,019Operating
                  loss
              
              
              (218,529
              )
              
              (70,965
              )
              
              (1,051,097
              )
              
              (145,476
              )
              
              (14,716,081
              )Other
                  income:Foreign
                  currency loss
              
              
              (950
              )
              
              –
              
              
              (9,071
              )
              
              –
              
              
              42Loss
                  before income taxes
              
              
              (219,479
              )
              
              (70,965
              )
              
              (1,060,168
              )
              
              (145,476
              )
              
              (14,716,039
              )Provision
                  for income taxes
              
              
              –
              
              
              –
              
              
              –
              
              
              –
              
              
              –Net
                  loss
              
              $
              (219,479
              )
              $
              (70,965
              )
              $
              (1,060,168
              )
              $
              (145,476
              )
              $
              (14,716,039
              )Foreign
                  currency translation adjustment
              
              
              543
              
              
              –
              
              
              9,119
              
              
              –
              
              
              3,241Comprehensive
                  loss
              
              $
              (218,936
              )
              $
              (70,965
              )
              $
              (1,051,049
              )
              $
              (145,476
              )
              $
              (14,712,798
              )Net
                  loss per share - basic & diluted
              
              $
              –
              
              $
              –
              
              $
              (0.01
              )
              $
              –Weighted
                  average shares outstanding
              
              
              93,333,208
              
              
              38,550,806
              
              
              88,683,132
              
              
              34,209,240
  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****since****Nine
                    months ended September 30,**
                
                **inception,****2005**
                
                **2004**
                
                **10/20/1989**Cash
                    flows from operating activities:Reconciliation
                    of net loss to net cashused
                    by operating activities:Net
                    loss:
                
                $
                (1,060,168
                )
                $
                (145,476
                )
                $
                (14,716,039
                )Adjustments
                    to reconcile net loss to net cashused
                    by operating activities:Depreciation
                
                
                954
                
                
                –
                
                
                1,004Stock
                    and warrants issued in exchange for services
                
                
                –
                
                
                16,899
                
                
                707,867Stock
                    issued for cancellation of warrants
                
                
                –
                
                
                –
                
                
                38,063Changes
                    in Operating Assets and Liabilities:Accounts
                    receivable
                
                
                3,043
                
                
                –
                
                
                3,222Accounts
                    payable and accrued liabilities
                
                
                235,973
                
                
                37,919
                
                
                379,240Due
                    to related parties
                
                
                223,791
                
                
                38,020
                
                
                540,667Net
                    cash used by operating activities
                
                
                (596,407
                )
                
                (52,638
                )
                
                (13,045,976
                )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
                
                
                –
                
                
                (69,557
                )
                
                (117,437
                )Net
                    cash (used) provided by investing activities
                
                
                –
                
                
                (69,557
                )
                
                27,954Cash
                    flows from financing activities:Sale
                    of stock and warrants
                
                
                590,477
                
                
                117,915
                
                
                13,157,051Net
                    borrowings from related parties
                
                
                –
                
                
                –
                
                
                4,515Stock
                    issue costs
                
                
                –
                
                
                –
                
                
                (5,198
                )Stock
                    subscription deposits
                
                
                –
                
                
                –
                
                
                67,095Net
                    cash provided by financing activities
                
                
                590,477
                
                
                117,915
                
                
                13,223,463Effect
                    of exchange rate on cash
                
                
                9,119
                
                
                –
                
                
                3,241Net
                    increase (decrease) in cash and cash equivalents
                
                
                3,189
                
                
                (4,280
                )
                
                208,682Cash
                    and cash equivalents at beginning of period
                
                
                205,493
                
                
                4,579
                
                
                –Cash
                    and cash equivalents at end of period
                
                $
                208,682
                
                $
                299
                
                $
                208,682
 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 are adequate to make the information presented
          not
          misleading. Further, the condensed consolidated financial statements reflect,
          in
          the opinion of management, all normal recurring adjustments necessary to
          present
          fairly our financial position at September 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 nine months ended September 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 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.
  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 September 30, 2005, in the amount
          of
          $14,716,039. 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.**
                **Other
                    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, or $600,000.
 **4.**
              **Stockholders’
                  Equity:**
 
 *Common
        Stock:*
  During
          the nine months ended September 30, 2005, the Company issued shares of
          its
          common stock as follows:
  ·
                  2,630,000
                      shares in connection with common stock subscriptions issued
                      in the prior
                      year in the amount of $67,095.
 ·
                  13,084,000
                        shares for cash in the amount of $611,090 and through the
                        exercise of
                        4,000,000 common stock
                        warrants.
 ·
                    6,825,000
                          shares valued at $282,192 in payment of debt to various
                          non-related
                          parties.
 ·
                    15,000,000
                          shares valued at $600,000 in payment of debt to APC and
                          through the
                          exercise of 15,000,000 common stock
                          warrants.
 7
 **Table
                    of Contents**
  **AMERICAN
                SOUTHWEST HOLDINGS, INC. AND SUBSIDIARY**
 **(An
                Exploration Stage Company)**
 **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 
 **4.**
                        **Stockholders’
                            Equity (continued):**
 During
                    the nine months ended September 30, 2005, the Company realized
                    costs in the
                    amount of $20,613 in connection with its equity activity.
 During
          the nine months ended September 30, 2004, the Company issued 7,250,000
          shares of
          its common stock for cash in the amount of $117,915.
 
 **5.**
              **Statements
                  of Cash Flows:**
  During
          the nine months ended September 30, 2005, the Company paid no income taxes
          and
          neither received nor paid any interest.
 
 *Disclosure
          of non-cash activities:*
  The
          Company recognized operating, investing and financing activities that affected
          assets, liabilities, and equity, but did not result in cash receipts or
          payments. These non-cash activities are as follows:
  During
          the nine months ended September 30, 2005, the Company issued 6,825,000
          shares of
          its common stock, valued at $282,192, in payment of debt to various non-related
          parties.
 
 During
          the nine months ended September 30, 2005, the Company issued 15,000,000
          shares
          of its common stock, valued at $600,000, in payment of debt to APC.
 8
 **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 September 30, 2005**
 
 **Operations.**
  For
          the
          quarter ending September 30, 2005 the Company experienced a comprehensive
          loss of $218,936, which was comprised primarily of its general and
          administrative costs of $205,739, exploration expenses of $12,518 and net foreign
          currency loss and adjustment of $407. In comparison, during the quarter
          ending September 30, 2004 the Company’s comprehensive loss was $70,965.
          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 continue at
          the
          same level throughout the remainder of 2005 as its exploration program on
          its
          properties continues.
  At
          September 30, 2005, the Company's agreement with Doyle Capital, Ltd., now
          known
          as Africa Pacific Capital Limited (“APC”), was terminated.  In connection
          with the termination, APC exercised 15,000,000 warrants to purchase the
          Company's common stock in exchange of debt owed to APC of $600,000.  Alan
          Doyle remains Chairman of the Company and will continue his efforts to
          obtain
          funding for the Company's exploration and working capital needs.
  **Nine
          Months Ending September 30, 2005**
 **Operations.**
  For
          the
          nine months ending September 30, 2005 the Company experienced a comprehensive
          loss of $1,051,049, which was comprised primarily of its general and
          administrative costs of $831,515, exploration expenses of $218,628 and
          net foreign
          currency gain and adjustment of $48. In comparison, during the nine months
          ending September 30, 2004 the Company’s comprehensive loss was $145,476.
          The increase in the comprehensive loss in the 2005 period primarily resulted
          from the expenses incurred by the Company’s operating subsidiary, which
          was
          acquired in December 2004. During the nine months ending September 30,
          2004
          the Company’s operations had been inactive.
  9
 **Table
                  of Contents**
 **Liquidity
          and Capital Resources.**
 
 The
          Company raised approximately $267,547 from foreign private placements and
          approximately $882,192 of Company accounts payable were converted to equity
          during the
          quarter. The Company will need to continue substantial fund raising
          in 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.




ability
      to continue as a going concern with our financial statements for the quarter
      ending September 30, 2005. Our accumulated deficit at September 30, 2005
      was
      ($14,716,039). 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.
  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 September 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 September 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.








10
 **Table
          of Contents**




**PART
      II – OTHER
      INFORMATION**




**Item
              1.**
            **Legal
                Proceedings.**




There
      are
      no material legal proceedings pending for the Registrant at September 30,
      2005.




**Item
              2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds.**




In
        September 2005 we issued 21,825,000 shares of common stock to eight non-U.S. residents
        for previous debts valued at $882,193. 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. No
        commission was paid on this transaction. We believe this transaction complies
        with Regulation S, as promulgated under the Securities Act of 1933 (the
        “Act”).
 
 During
        the third quarter of 2005 we issued 6,350,000 restricted common stock shares
        to
        seven non-US residents for total cash consideration of $267,547 US. 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. received a 6% commission on these sales.
        We
        believe this transaction complies with Regulation S, as promulgated under
        the
        Act.


**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




11
 **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: 
                January 20, 2006
              By:
              /s/ Alan
                DoyleAlan
                  Doyle
                President
                  (Chief Executive Officer)
                and
                  Treasurer (Principal Financial
                  Officer)
   12