SecProbe.io

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September 26, 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:

      We have reviewed your response letter dated September 1,
2005
and have the following comments.  Where indicated, we think you
should
revise your filing in response to these comments.  If you
disagree, we
will consider your explanation as to why our comments are not
applicable or a revision is unnecessary.  We also ask you to
provide
us with supplemental information so we may better understand your
disclosure.  Please be as detailed as necessary.  We look forward
to
working with you in these respects and welcome any questions you
may
have about any aspects of our review.

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

Item 7- Financial Statements

Note 1- Significant Accounting Policies and Use of Estimates

Goodwill- Mining Rights, page F-13

1. We note your response to our prior comment #2.  However, please
note that footnote 4 within paragraph 9 of SFAS 141 refers to EITF
98-
3, which provides guidance in determining whether a nonmonetary
transaction represents the purchase of an asset or the acquisition
of
a business.  Accordingly, we reissue our prior comment.

2. If you determine that your acquisition of Metal Sands Limited
("MSL") represents the purchase of an asset (i.e. mineral rights),
please revise all related disclosures accordingly.  Also, the
parenthetical reference in Note 7 related to the issuance of
approximately 33,000,000 shares in connection with the acquisition
of
MSL should refer to Note 8, not Note 7.

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

3. We note your response to our prior comments #3 and #4.
However, in
light of the absence of an active trading market for your common
stock, as well as the absence of a valuation of the mining rights
at
the date of acquisition, we believe you do not have a sufficient
basis
for valuing the shares issued at $.04 per share.  Therefore, based
on
the guidance in SAB 48, we believe you should record the mineral
rights acquired at the transferor`s historical cost.  By reference
to
the financial statements of MSL, which were included in your
December
15, 2004 Form 8-K, it appears that the historical cost of the
mining
rights is nominal.  However, we would not object if you recorded
the
approximately 33,000,000 shares issued at their par value of $.001
per
share (i.e. approximately $33,000.)

4. Costs related to your purchase of mining rights, such as the
issuance of warrants valued at $300,000 for facilitation of the
MSL
transaction, should be expensed.  Please revise your financial
statements and related disclosure accordingly.

General

5. We note that you have not filed your Form 10-QSB for the
quarterly
period ended June 30, 2005 or a corresponding NT 10-QSB in
relation to
your delayed filing.  Please tell us, in your response, the reason
for
the delay and file the required reports as soon as possible.

      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

Via facsimile:  Alan Doyle, President and Director
	          	011 61 2 9239 6060

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Alan Doyle, President and Director
American Southwest Holdings, Inc.
September 26, 2005
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