SecProbe.io

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October 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 October 19, 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

tem 7- Financial Statements

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

1. We note your response to our prior comment #3.  However, it
appears
the net liabilities received of $194,999 relate to amounts due for
your prior cash advances to Metal Sands.  Since the balance of the
mineral rights was nominal and you received cash back from the
acquisition, these net liabilities appear to represent the portion
of
cash advances from you that were used and expensed by Metal Sands.
As
a result, we believe these costs should receive similar treatment
on
your financial statements and should not be capitalized as part of
the
cost of your acquisition of mineral rights.  In other words, we
believe you should write off amounts lent to Metal Sands prior to
the
acquisition to the extent such amounts were expended by Metal
Sands.
Therefore, we reissue our prior comment #3.  Based on the guidance
in
SAB 48, we believe you should record the mineral rights acquired
at
the transferor`s historical cost, which appears to be a nominal
amount.  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.)

General

Correction of an Error

2. Changes to your previously-issued financial statements for the
year
ended December 31, 2004 with respect to the acquisition of mining
rights should be reported as the correction of an error pursuant
to
paragraphs 36-37 of APB Opinion 20 or, if early adopted,
paragraphs
26-26 of SFAS 154.

Accountants` Reports

3. Please include the report of Semple & Cooper in your amended
filing, and ensure that such report includes an appropriate
reference
to the correction of an error as required by AU section 420.12.

4. The report of Shelley International included in Appendix I of
your
response refers to periods prior to 2003 that are not included in
your
financial statements.  Also, the report of Shelley International
refers to the cumulative period from October 10, 1989 (inception)
to
December 31, 2003.  However, your financial statements include
cumulative amounts up to December 31, 2004, and it is unclear who
audited these cumulative amounts.  Please revise, as appropriate.

      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) 551-3816 if you have questions regarding comments on the
financial statements and related matters.

      Sincerely,

      Joseph Foti
      Senior Assistant Chief Accountant

Via facsimile:  Alan Doyle, President and Director
	          	011 61 2 8298 2060

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