SecProbe.io

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								August 16, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
American Southwest Holdings, Inc.
Alan Doyle, President and Director
4225 N. Brown Ave.
Scottsdale, Arizona 85251

		Re:	American Southwest Holdings, Inc.
			Form 10-KSB for the Year Ended December 31, 2004
       			File 000-27947

Dear Mr. Doyle:

      Based upon an examination restricted solely to
considerations
of the Financial Statements, and Management`s Discussion and
Analysis
the staff has the following comments on the above-referenced
documents.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB For the Fiscal Year Ended December 31, 2004

Item 5- Market for the Companies Common Equity and Related
Stockholder Matters, page 9

1. Trading prices listed on Yahoo-Finance may not be a reliable
source of information.  Unless sufficient supportable evidence
exists
regarding trading prices of your stock, this disclosure should be
deleted.  See item 201(a) of Regulation S-B.

Item 7- Financial Statements

Note 1- Significant Accounting Policies and Use of Estimates

Goodwill- Mining Rights, page F-13

2. According to your disclosures, you acquired the rights to mine
various mineral sands tenements, held in the South West territory
of
Western Australia, through the acquisition of Metal Sands Inc.
Therefore, in substance, this transaction may represent the
purchase
of an asset (i.e., mineral rights) instead of the acquisition of a
business.  As such, please support your approach with specific
accounting guidance or revise your financial statements.  For
guidance, refer to paragraph 6 of EITF 98-3.

Note 8- Acquisition of Metal Sands Limited, page F-21

3. On page 3, you state that you issued 33,000,000 shares valued
at
$.04 per share.  Supplementally tell us how you determined this
value
per share in light of the fact that there was no trading of your
stock in 2003 or 2004 (as discussed on page 9) and that the
trading
price of the stock was nil per share on December 30, 2004 (as
stated
on page 15.)

4. Even if the Metal Sands transaction constituted a business
combination, the lack of a quoted market price for your stock
suggests that it may be appropriate to value this transaction at
the
fair value of the net assets acquired.  Please refer to paragraph
23
of SFAS 141 and revise your financial statements, as appropriate.

5. Further, even if the Metal Sands transaction constituted a
business combination, it appears that most, if not all, of the
purchase price would be allocated to the contractual or other
legal
rights to mine various mineral sands tenements held in the South
West
of Western Australia.  This intangible asset should be recognized
as
an asset apart from goodwill.  See paragraph 39 of SFAS 141.
Also,
see paragraph 11 of SFAS 142 for guidance in determining the
useful
life of an intangible asset.

      As appropriate, please revise your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Juan Migone at (202) 551-3312 or undersigned
at
(202) 551-3211 if you have questions regarding comments on the
financial statements and related matters.

      Sincerely,

      David R. Humphrey
      Branch Chief-Accountant

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Alan Doyle, President and Director
American Southwest Holdings, Inc.
August 16, 2005
Page 3

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