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a trade..lol..Historical Time & Sales
Stock Symbol Trade Date Price Range Trade Size Trades per Page
Min Max Min Max (Max 400)
ASWT(2006/12/28)
Time (EST) Volume Price Exchange Bought/Sold Tran/Type Legend
10:29:54 50000 0.01 OTCEQ_NBB
Copyright © 1998-2004 AlphaTrade.com. AlphaTrade.com is Registered Trademark. All rights reserved.
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FORM 15 filed 12/13/06
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number
0-27947
AMERICAN SOUTHWEST HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
4225 North Brown Avenue
Scottsdale, Arizona 85251
(480) 946-4006
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) o Rule 12h-3(b)(1)(i) o
Rule 12g-4(a)(1)(ii) o Rule 12h-3(b)(1)(ii) ý
Rule 12g-4(a)(2)(i) o Rule 12h-3(b)(2)(i) o
Rule 12g-4(a)(2)(ii) o Rule 12h-3(b)(2)(ii) o
Rule 15d-6 o
Approximate number of holders of record as of the certification or notice date: Approximately 355 shareholders.
Pursuant to the requirements of the Securities Exchange Act of 1934 American Southwest Holdings, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date:
December 13, 2006 By: /s/ Alan Doyle
Alan Doyle
President (Chief Executive Officer)
and Treasurer (Principal Financial Officer)
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.
SEC2069(12-04)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Copyright © 2006 QuoteMedia. All rights reserved. Terms of Use.
Market Data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.
10QSB filed dec 14, 06
hmmmmm...
A commission for the offering of the Notes of approximately $250,746 was paid to Africa Pacific Capital Pty Ltd, an affiliate of our President (“APC”). As of September 30, 2006, the Company owes APC $171,375.
We are hopeful that MS-UK’s common stock will be admitted for trading on the London AIM Market before June 30, 2007. However, we currently have no arrangement or agreement with any underwriter to achieve such trading admission.
Under applicable rules and regulations of the various countries in which our shareholders reside, most of our stock in MS-UK was distributed to our shareholders in foreign countries on September 2, 2006. It is presently anticipated that the MS-UK shares will not be distributed to U.S. residents until 2008. Since we have been successful at receiving funding for the Governor Broome project on the London AIM Exchange, we shall attempt to obtain additional funding for our other mining tenements in the same fashion in similar markets in the future.
one year's trading stats
Date Open High Low Close Volume Change Change %
10/12/06 0.01 0.025 0.01 0.025 75,000 0.015 150.00%
9/7/06 0.01 0.01 0.01 0.01 5,000 0.009 900.00%
4/18/06 0.001 0.001 0.001 0.001 500 0.009 -90.00%
3/20/06 0.01 0.01 0.01 0.01 6,313 – –
3/8/06 0.01 0.01 0.01 0.01 1,500 0.001 11.11%
2/28/06 0.009 0.009 0.009 0.009 22,060 0.041 -82.00%
1/11/06 0.05 0.05 0.05 0.05 1,000 0.04 400.00%
1/10/06 0.01 0.01 0.01 0.01 1,200 0.07 -87.50%
11/29/05 0.08 0.08 0.08 0.08 100,000 – –
11/1/05 0.08 0.08 0.08 0.08 500 0.015 23.08%
10/20/05 0.065 0.065 0.065 0.065 1,000 0.065 –
vol!! lol Historical Time & Sales
Stock Symbol Trade Date Price Range Trade Size Trades per Page
Today 1 day ago 2 days ago 3 days ago 4 days ago Min Max Min Max (Max 400)
ASWT(2006/10/12)
Time (EST) Volume Price Exchange Bought/Sold Tran/Type Legend
09:55:00 25000 0.025 + OTCEQ_NBB
09:46:42 25000 0.02 + OTCEQ_NBB
09:46:36 25000 0.02 + OTCEQ_NBB (XF)
09:34:27 25000 0.01 + OTCEQ_NBB
09:34:24 25000 0.01 OTCEQ_NBB (XF)
--------------------------------------------------------------------------------
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AMERICAN SOUTHWEST HOLDINGS INC: 10QSB, Sub-Doc 1
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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 June 30, 2006
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.
During the six months ended June 30, 2006, the Company formed Metal Sands Mining - PLC, a company registered in England and Wales (“MS-UK”). MS-UK was formed to allow for additional capital raising opportunities in England.
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 June 30, 2006 in the amount of $15,543,828. 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 six months ended June 30, 2006, the Company issued 10,500,000 shares of its commons stock and 9,000,000 common stock warrants in exchange for cash in the amount of $420,000. The warrants are exercisable at $0.04 per warrant and expire December 31, 2006.
During the six months ended June 30, 2005, the Company issued shares of its common stock as follows:
·
2,630,000 shares for in connection with common stock subscriptions issued in the prior year in the amount of $67,095.
·
6,734,000 shares for cash in the amount of $343,543.
7
Table of Contents
AMERICAN SOUTHWEST HOLDINGS, INC. AND SUBSIDIARY
(An Exploration Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4.
Investment Agreement and Loan Note Instrument:
On June 14, 2006, Metal Sands Mining - PLC, our United Kingdom subsidiary (“MS-UK”), issued secured convertible loan notes in exchange for £2,000,000 (the “Notes”). Interest on the Notes is 10% per annum through December 31, 2006, and 24% per annum thereafter. Principal and interest is due on December 14, 2007, or at the time of conversion to common stock of MS-UK. Interest on the Notes is payable in cash or stock of MS-UK, at the option of the noteholder.
The Notes are convertible upon the admission of MS-UK’s common stock for trading on the London AIM Market. The conversion price for the Notes shall be the lesser of: (A) (i) 50% of the price per share of any offering of MS-UK on the London AIM Market, or (ii) the volume weighted average price per share for the first ten days of trading after MS-UK shares are admitted for trading on the London AIM Market; and (B) the price per share which results in the noteholders receiving 29.9% of MS-UK capital stock (excluding warrants). One Warrant will be issued with each share issued upon conversion, with an exercise price of 100% of the public offering price, if any, or 150% of the volume weighted average price after the AIMS Market listing.
The Notes are secured by our Governor Broome mining tenement and six other mining tenements.
5.
Related Party Transactions:
During the six months ended June 30, 2006, the Company incurred expenses of $250,746 in connection with services provided by Africa Pacific Capital Pty Ltd, a company owned by the Company's President (“APC”). The expenses represent fees paid in relation to obtaining the aforementioned convertible debt. As of June 30, 2006, the Company owes APC $121,375.
In addition, the Company entered into a consulting agreement with APC providing for monthly fees of approximately $15,000. The contract is effective through the maturity of the convertible secured notes, listing on the London AIM Market, or sale of the Company.
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 June 30, 2006
Operations
For the quarter ending June 30, 2006, the Company experienced a comprehensive loss of $469,049 which was comprised primarily of its general and administrative costs of $300,131, exploration expenses of $100,292, and net foreign currency loss and adjustment of $58,848. In comparison, during the quarter ending June 30, 2005, the Company’s comprehensive loss was $435,727. The increase in the comprehensive loss in the 2006 quarter primarily resulted from increased legal and accounting expenses, increased exploration expenses and increased net foreign currency loss and adjustment. The Company expects its exploration expenses to increase throughout the remainder of 2006 towards the completion of its exploration programs on its properties.
Liquidity and Capital Resources
The Company raised approximately $3,625,174 from its London financing during the quarter (see below). The Company will need to continue substantial fund raising in 2006 and 2007, because the Company’s planned exploration program for its mining properties requires expenditures of approximately $8,000,000 over the next 4 years, with approximately $5,500,000 of exploration expenditures planned for the next two years.
On June 14, 2006, Metal Sands Mining - PLC, our United Kingdom subsidiary (“MS-UK”), issued secured convertible loan notes in exchange for £2,000,000 (the "Notes"). Interest on the Notes is 10% per annum through December 31, 2006 and 24% per annum thereafter. Principal and interest is due on December 14, 2007 or at the time of conversion to common stock of MS-UK. Interest on the Notes is payable in cash or stock of MS-UK, at the option of the noteholder. The Notes are secured by our Governor Broome mining tenement and six other mining tenements.
We anticipate distributing most of our stock in MS-UK to our shareholders when such distribution is permitted under applicable rules and regulations of the various countries in which our shareholders reside. It is presently anticipated that our shareholders will be paid cash for fractional shares and small blocks of shares due to our shareholders. It is also presently anticipated that the MS-UK shares will not be distributed to U.S. residents until 2008. Since we have been successful at receiving funding for the Governor Broome project on the London AIM Exchange, we shall attempt to obtain additional funding for our other mining tenements in the same fashion in the future.
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 ended June 30, 2006. Our accumulated deficit at June 30, 2006 was $15,543,828. All exploration costs are expensed as incurred.
9
Table of Contents
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 will 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.
Six Months Ending June 30, 2006
Operations
For the six months ending June 30, 2006, the Company experienced a comprehensive loss of $670,272, which was comprised primarily of its general and administrative costs of $441,215, exploration expenses of $165,831 and net foreign currency loss and adjustment of $56,743. In comparison, during the six months ending June 30, 2005, the Company’s comprehensive loss was $832,568. The decrease in the comprehensive loss in the 2006 period primarily resulted from decreased general and administrative expenses.
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 as of June 30, 2006, 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 June 30, 2006, 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 June 30, 2006.
Item 2.
Changes in Securities.
On June 14, 2006, Metal Sands Mining - PLC, our United Kingdom subsidiary (“MS-UK”), issued secured convertible loan notes in exchange for £2,000,000 (the “Notes”). Interest on the Notes is 10% per annum through December 31, 2006, and 24% per annum thereafter. Principal and interest is due on December 14, 2007, or at the time of conversion to common stock of MS-UK. Interest on the Notes is payable in cash or stock of MS-UK, at the option of the noteholder.
The Notes are convertible upon the admission of MS-UK’s common stock for trading on the London AIM Market. The conversion price for the Notes shall be the lesser of: (A) (i) 50% of the price per share of any offering of MS-UK on the London AIM Market, or (ii) the volume weighted average price per share for the first ten days of trading after MS-UK shares are admitted for trading on the London AIM Market; and (B) the price per share which results in the noteholders receiving 29.9% of MS-UK capital stock (excluding warrants). One Warrant will be issued with each share issued upon conversion, with an exercise price of 100% of the public offering price, if any, or 150% of the volume weighted average price after the AIMS Market listing.
The Notes are secured by our Governor Broome mining tenement and six other mining tenements.
A commission for the offering of the Notes of approximately $250,746 was paid to Africa Pacific Capital Pty Ltd, an affiliate of our President. As of June 30, 2006, the Company owes APC $121,375.
We are hopeful that MS-UK’s common stock will be admitted for trading on the London AIM Market before December 31, 2006. However, we currently have no arrangement or agreement with any underwriter to achieve such trading admission.
We anticipate distributing most of our stock in MS-UK to our shareholders when such distribution is permitted under applicable rules and regulations of the various countries in which our shareholders reside. It is presently anticipated that our shareholders will be paid cash for fractional shares and small blocks of shares due to our shareholders. It is also presently anticipated that the MS-UK shares will not be distributed to U.S. residents until 2008. Since we have been successful at receiving funding for the Governor Broome project on the London AIM Exchange, we shall attempt to obtain additional funding for our other mining tenements in the same fashion in the future.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Submission of Matter to a Vote of Security Holders
None.
11
Table of Contents
Item 5.
Other Information
None.
Item 6.
Exhibits
Exhibit
Number
Description
10.1*
Letter Agreement (Mandate) between Metal Sands Limited and Africa Pacific Capital Pty Ltd, dated December 23, 2005
10.2*
Loan Note Investment Agreement, dated June 14, 2006
10.3*
Loan Note Instrument, dated June 16, 2006
31*
Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
____________
* Filed herewith.
12
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: September 19, 2006 By: /s/ Alan Doyle
Alan Doyle
President (Chief Executive Officer)
and Treasurer (Principal Financial Officer)
13
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Market Data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.
At June 30, 2006, the Issuer had 141,795,806 outstanding shares of common stock, $.001 par value.
AMERICAN SOUTHWEST HOLDINGS INC: 10QSB, Sub-Doc 1
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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 March 31, 2006
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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý
At June 30, 2006, the Issuer had 141,795,806 outstanding shares of common stock, $.001 par value.
Transitional Small Business Disclosure Format Yes o No ý
Table of Contents
AMERICAN SOUTHWEST HOLDINGS, INC.
(An Exploration Stage Company)
TABLE OF CONTENTS
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2006
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - As of March 31, 2006 (Unaudited) and December 31, 2005
3
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Three Months Ended March 31, 2006 and 2005
4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2006 and 2005
5
Notes to Condensed Consolidated Financial Statements
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
8
Item 3. Controls and Procedures
9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
10
Item 2. Changes in Securities
10
Item 3. Defaults Upon Senior Securities
10
Item 4. Submission of Matters to a Vote of Security Holders
10
Item 5. Other Information
10
Item 6. Exhibits
10
Signatures
11
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
March 31, 2006
December 31,
(unaudited)
2005
ASSETS
Cash & cash equivalents
$
236,748
$
70,422
Receivables
7,423
2,030
Other receivable
62,855
—
Total current assets
307,026
72,452
Property and equipment, net
2,549
2,865
Goodwill - mining rights
33,100
33,100
Total assets
$
342,675
$
108,417
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued liabilities
$
180,984
$
105,503
Total current liabilities
180,984
105,503
Common stock
$.001 par value, 300,000,000 shares authorized,
and 128,845,806 and 119,845,806 shares issued and
outstanding as of March 31, 2006 and
December 31, 2005, respectively
128,846
119,846
Paid in capital
15,087,286
14,736,286
Deficit accumulated during development stage
(15,093,822
)
(14,877,424
)
Foreign currency translation adjustment
39,381
24,206
Total shareholders’ equity
161,691
2,914
Total liabilities and shareholders’ equity
$
342,675
$
108,417
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Table of Contents
AMERICAN SOUTHWEST HOLIDNGS, INC. AND SUBSIDIARY
(An Exploration Stage Company)
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
Cumulative since
For the three months ended March 31,
inception,
2006
2005
10/20/1989
Revenue
$
—
$
—
$
83,938
Other general & administrative costs
141,084
225,682
6,443,588
Depreciation
316
347
1,703
Organizational costs
—
—
120,000
Write off of Hiab project
—
—
7,697,615
Exploration expenses
65,539
170,091
522,172
Acquisition fee - related party — —
300,000
Costs for acquisition of mining rights
—
—
61,275
General & administrative costs
206,939
396,120
15,146,353
Operating loss
(206,939
)
(396,120
)
(15,062,415
)
Other income:
Foreign currency loss
(13,070
)
(4,700
)
(40,053
)
Other
3,611
—
8,646
(9,459
)
(4,700
)
(31,407
)
Loss before income taxes
(216,398
)
(400,820
)
(15,093,822
)
Provision for income taxes
—
—
—
Net loss
$
(216,398
)
$
(400,820
)
$
(15,093,822
)
Foreign currency translation adjustment
15,175
4,434
39,381
Comprehensive loss
$
(201,223
)
$
(396,386
)
$
(15,054,441
)
Net loss per share - basic & diluted
$
—
$
—
Weighted average shares outstanding
125,745,806
85,066,584
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
(unuaudited)
Cumulative since
For the three months ended March 31,
inception,
2006
2005
10/20/1989
Cash flows from operating activities:
Reconciliation of net loss to net cash
used by operating activities:
Net loss:
$
(216,398
)
$
(400,820
)
$
(15,093,822
)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation
316
347
1,703
Stock and warrants issued in exchange for services
—
—
707,867
Stock issued for cancellation of warrants
—
—
38,063
Changes in Operating Assets and Liabilities:
Accounts receivable
(5,393
)
(15,149
)
(4,179
)
Accounts payable and accrued liabilities
75,481
104,120
458,506
Other receivable
(62,855
)
—
(62,855
)
Due to related parties
—
74,792
540,667
Net cash used by operating activities
(208,849
)
(236,710
)
(13,414,050
)
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
—
—
169,601
Amounts lent to Metal Sands Limited prior to acquisition
—
—
(117,437
)
Net cash provided by investing activities
—
—
27,954
Cash flows from financing activities:
Sale of stock and warrants
360,000
39,467
13,517,051
Net borrowings from related parties
—
—
4,515
Stock issue costs
—
—
(5,198
)
Stock subscription deposits
—
69,717
67,095
Net cash provided by financing activities
360,000
109,184
13,583,463
Effect of exchange rate on cash
15,175
4,434
39,381
Net increase (decrease) in cash
166,326
(123,092
)
236,748
Cash and cash equivalents at beginning of period
70,422
205,493
—
Cash and cash equivalents at end of period
$
236,748
$
82,401
$
236,748
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, 2005 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, 2006 and the results of our operations and cash flows for the periods presented. The December 31, 2005 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, 2006 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 Haib 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 March 31, 2006 in the amount of $15,093,822. 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, 2006, the Company issued 9,000,000 shares of its commons stock and 9,000,000 common stock warrants in exchange for cash in the amount of $360,000. The warrants are exercisable at $0.04 per warrant and expire December 31, 2006.
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.
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
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 March 31, 2006
Operations.
For the quarter ending March 31, 2006, the Company experienced a comprehensive loss of $201,223, which was comprised primarily of its general and administrative costs of $141,084, exploration expenses of $65,539 and net foreign currency gain and adjustment of $2,105. In comparison, during the quarter ending March 31, 2005, the Company’s comprehensive loss was $396,386. The decrease in the comprehensive loss in the 2006 quarter primarily resulted from decreased legal and accounting expenses and decreased exploration expenses. The Company expects its exploration expenses to increase throughout the remainder of 2006 towards the completion of its exploration programs on its properties.
Liquidity and Capital Resources.
The Company raised approximately $360,000 from foreign private placements during the quarter. The Company will need to continue substantial fund raising in 2006 and 2007, 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.
In April 2006, the Company entered into a non-binding letter of intent with a London-based entity to invest $5,000,000 in our subsidiary which will own all of our interest in the Governor Broome tenement. The $5,000,000 funding of our subsidiary was completed in June 2006. It is anticipated that the Governor Broome subsidiary will be listed for trading on the London AIM Exchange in the future. We anticipate distributing most of our stock in the subsidiary to our shareholders when such distribution is permitted under applicable rules and regulations of the various countries in which our shareholders reside. It is presently anticipated that our shareholders will be paid cash for fractional shares and deminis size blocks of shares due to our shareholders. It is also presently anticipated that the subsidiary shares will not be distributed to U.S. residents until 2008. Since we have been successful at funding the Governor Broome project on the London AIM Exchange, we will seek additional funding for other tenements in the same fashion in the future.
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 ended March 31, 2006. Our accumulated deficit at March 31, 2006 was ($15,093,822). 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.
8
Table of Contents
In order to continue as a going concern, we will 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.
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 as of March 31, 2006, 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, 2006, 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
Table of Contents
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings.
There are no material legal proceedings pending for the Registrant at March 31, 2006.
Item 2.
Changes in Securities.
During the quarter ending March 31, 2006, we issued 9,000,000 units consisting of one share of common stock and one warrant to purchase one common stock share to two non-U.S. residents for total consideration of $360,000. The warrants are exercisable for $0.04 per share through December 31, 2006. 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 appilcable registration statement or exemption therefrom. African Pacific Capital Limited, an affiliate of our President, 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
None.
Item 5.
Other Information
None.
Item 6.
Exhibits
Exhibit
Number
Description
10.1*
Sale Agreement between Metal Sands Pty Ltd. and Metal Sands Australia Pty Ltd.
10.2*
Agency Agreement between Metal Sands Australia Pty Ltd. and Metal Sands Pty Ltd.
31*
Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
____________
* Filed herewith.
10
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: July 14, 2006 By: /s/ Alan Doyle
Alan Doyle
President (Chief Executive Officer)
and Treasurer (Principal Financial Officer)
11
Copyright © 2006 QuoteMedia. All rights reserved. Terms of Use.
Market Data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.
LOL...no kidding!
no market for it..lol
hmmmmm ASWT cancelled SB2
July 3, 2006
Securities and Exchange Commission
Division Of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
American Southwest Holdings, Inc.
Registration Statement No. 333-127530
Ladies and Gentlemen:
American Southwest Holdings, Inc. (the "Company") hereby requests the withdrawal of the Registration Statement on Form SB-2, No. 333-127530 (the "Registration Statement"), because the Company no longer wishes for the securities to be registered thereunder to be sold. The Company nor its shareholders sold any securities under the Registration Statement.
If you have any questions, please contact our securities counsel, Michael K. Hair, P.C. at (480) 443-9657.
Very truly yours,
American Southwest Holdings, Inc.
By: /s/ Alan Doyle
Alan Doyle
President and Chief Executive Officer
ASWT 10KSB filed 2/27/2006
PART II
ITEM 5.
MARKET FOR THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There was no trading of our common stock or any other of our securities in a public market in 2003 or 2004. Our common stock began trading again on the “Pink Sheets-OTC market” in January 2005 under the symbol “ASWT.PK.” In March 2006, our stock was delisted from the Pink Sheets-OTC market. After filing this Form 10-KSB with the SEC, we may seek reinstatement on the Pink Sheets-OTC market. However, there can be no assurance that such reinstatement can be accomplished or that a trading market will develop for our common stock in the future.
Recent Sales of Restricted Securities
There were no unregistered securities of the Company sold in the fourth quarter of 2005. All prior sales of unregistered Company securities were previously reported.
Stockholders
The Company has approximately 460 stockholders of record, including nominee firms for securities dealers as of March 6, 2006.
Dividends
Declaration of dividends on our common stock is subject to the discretion of the Board of Directors and will depend upon a number of factors, including our future earnings, capital requirements, and financial condition. We have not declared dividends on our common stock in the past and the management currently anticipates that retained earnings, if any, in the future will be applied to our expansion and development rather than the payment of dividends.
Common Stock
During 2004 our authorized capital stock consisted of 100,000,000 shares of common stock, par value $0.001 per share. On March 28, 2005, a majority of our shareholders approved an increase in our authorized capital to 300,000,000 shares of common stock, par value $0.001 per share. As of March 6, 2006, there were 140,295,806 shares of common stock issued and outstanding.
AMERICAN SOUTHWEST HOLDINGS INC - SB-2/A (Filed: 21-03-2006)
At January 17, 2006, the Issuer had 119,845,806 outstanding shares of common stock, $.001 par value.
AMERICAN SOUTHWEST HOLDINGS INC: 10QSB, 1/20/2006
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)
American Southwest Holdings, Inc. new filings
4225 North Brown Avenue
Scottsdale, Arizona 85251
Telephone: (480) 946-4006
November 29, 2005
Securities and Exchange Commission
Division Of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
American Southwest Holdings, Inc.
Registration Statement No. 333-49104
Ladies and Gentlemen:
American Southwest Holdings, Inc. (the “Company”) hereby requests the withdrawal of the Registration Statement on Form SB-2, No. 333-49104 (the “Registration Statement”), because the Company no longer wishes to sell the securities to be registered thereunder. The Company sold no securities under the Registration Statement.
If you have any questions, please contact our securities counsel, Michael K. Hair, P.C. at (480) 443-9657.
Very truly yours,
American Southwest Holdings, Inc.
By: /s/ Alan Doyle
Alan Doyle
President and Chief Executive Officer
OK why the news hit on Etrade here today... can't find anything, or any new filings... and 100K volume ? looks like a buy at .08
hmmm
Sublime, I've owned a couple thousand shares of this stock for a couple of years now. These two old guys keep trying new adventures, last one was oil in china. I guess nothing ever came of that venture...here's hoping this new one pans out for them and us.
Ery
Art, whats going on here with this puppy? anything?
just browsing thru...
.hey do you have any hot .000 stocks that might have some ump???
Thanks,
rtnoel
Art, whats going on here with this puppy? anything?
just browsing thru...
weird trading on it as well.
ASWT no bid....ask .20 schb and .22 nite...weird.
what brought you out of the closet?
no, i haven't called anyone.
Has anyone called these two guys out in Arizonia? Let me know, maybe I'll call them. Thier number is on one of the filings.
E
nowwwwwwwww we look better...lol
and 1K at .14..lol was that you?
nice spread..lol
ASWT has no bid but ask of .14 and .20
OT...hey 1eagle1 :) sorry, just now saw your hello..lol
OT: Good Morning Sub : )
AMERICAN SOUTHWEST HOLDINGS INC: DEL AM, Sub-Doc 1
August 17, 2005
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
Attention: Ms. Letty Lynn
Re:
American Southwest Holdings, Inc.
Form SB-2 Registration Statement No. 333-127530
Ladies & Gentlemen:
Please be advised that American Southwest Holdings, Inc. (the “Registrant”) hereby amends its Form SB-2 Registration Statement, as filed with the Securities and Exchange Commission on August 15, 2005, Registration No. 333-127530, in order to include the following delaying amendment, which was inadvertently omitted from such filing:
“The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.”
Respectfully submitted,
AMERICAN SOUTHWEST HOLDINGS, INC.
By: /s/ Alan Doyle
Alan Doyle
President (Chief Executive Officer), Treasurer
(Principal Financial Officer) and Director
major pos! lol...grrrrrrrrr
saw that yesterday,.. gee, that should add to shareholder value huh? ....not!
SB-2 filed 8/15/05...AMERICAN SOUTHWEST HOLDINGS, INC.
57,556,856 Shares of Common Stock
This prospectus relates to shares of our common stock that may be sold at various times by the selling shareholders identified under “Selling Shareholders.” These selling shareholders received restricted shares in the Metal Sands Limited acquisition and in private placements since January 1, 2004. We will not receive any of the proceeds from the sale of such shares.
Our common stock is traded on the “Pink Sheets-OTC market” under the symbol “ASWT.PK.”Yahoo - Finance listed a high and low trading price of $.10 and $.05, respectively, for the period from January 1, 2005 through July 31, 2005.
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 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 o No 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 INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - As of March 31, 2005 (Unaudited) and December 31, 2004
3
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Three Months Ended March 31, 2005 and 2004
4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2005 and 2004
5
Notes to Condensed Consolidated Financial Statements
6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
8
Item 3. Controls and Procedures
9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
10
Item 2. Changes in Securities
10
Item 3. Defaults Upon Senior Securities
10
Item 4. Submission of Matters to a Vote of Security Holders
10
Item 5. Other Information
10
Item 6. Exhibits
10
Signatures
11
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
March 31, 2005
December 31,
(unaudited)
2004
ASSETS
Cash & cash equivalents
$
82,401
$
205,493
Receivables
18,214
3,065
Stock subscriptions receivable
19,984
–
Total current assets
120,599
208,558
Property and equipment, net
3,855
4,202
Goodwill - mining rights
1,880,274
1,880,274
Total assets
$
2,004,728
$
2,093,034
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities
$
252,057
$
147,937
Due to related parties
409,506
334,714
Loans payable to related parties
41,495
41,495
Total current liabilities
703,058
524,146
Common stock
$.001 par value, 100,000,000 shares authorized,
and 85,720,806 and 82,150,806 shares issued and
outstanding as of March 31, 2005 and
December 31, 2004, respectively
85,721
82,151
Paid in capital
14,628,109
14,525,117
Common stock subscribed
89,701
67,095
Deficit accumulated during development stage
(13,500,417
)
(13,099,597
)
Foreign currency translation adjustment
(1,444
)
(5,878
)
Total shareholders' equity
1,301,670
1,568,888
Total liabilities and shareholders' equity
$
2,004,728
$
2,093,034
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
During
For the Three Months Ended March 31,
Exploration
2005
2004
Stage
Revenue misc. (including interest)
$
–
$
–
$
83,938
Other general & administrative costs
225,682
9,465
5,524,184
Depreciation
347
–
61,862
Organizational costs
–
–
120,000
Write off of Hiab project
–
–
7,697,615
Exploration expenses
170,091
–
185,107
General & administrative costs
396,120
9,465
13,588,768
Operating loss
(396,120
)
(9,465
)
(13,504,830
)
Other income:
Foreign currency loss
(4,700
)
–
4,413
Loss before income taxes
(400,820
)
(9,465
)
(13,500,417
)
Provision for income taxes
–
–
–
Net loss
$
(400,820
)
$
(9,465
)
$
(13,500,417
)
Foreign currency translation adjustment
4,434
–
(1,444
)
Comprehensive loss
$
(396,386
)
$
(9,465
)
$
(13,501,861
)
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.
4
Table of Contents
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 cash
used by operating activities:
Net loss
$
(400,820
)
$
(9,465
)
$
(13,500,417
)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation
347
–
397
Stock issued in exchange for services
–
–
346,592
Stock issued for cancellation of warrants
–
–
38,063
Changes in Operating Assets and Liabilities:
Accounts receivable
(15,149
)
–
(14,970
)
Accounts payable and accrued liabilities
104,120
(5,399
)
247,387
Due to related parties
74,792
–
391,668
Net cash used by operating activities
(236,710
)
(14,864
)
(12,491,280
)
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
–
–
169,601
Amounts lent to Metal Sands prior to acquisition
–
(38,805
)
(312,436
)
Net cash used in investing activities
–
(38,805
)
(167,045
)
Cash flows from financing activities:
Sale of stock and warrants
39,467
–
12,606,041
Net borrowings from related parties
–
72,519
4,515
Stock issue costs
–
–
(5,198
)
Stock subscription deposits
69,717
–
136,812
Net cash provided by financing activities
109,184
72,519
12,742,170
Effect of exchange rate on cash
4,434
–
(1,444
)
Net (decrease) increase in cash
(123,092
)
18,850
82,401
Cash 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.
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, 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.
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 March 31, 2005 in the amount of $13,500,417. 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 ($13,500,417). 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
Table of Contents
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
Table of Contents
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 5 foreign purchasers who had paid approximately $67,095 for the shares in the prior quarter. This issuance is not subject to regulation under the Securities Act of 1933.
In February and March 2005 the Company issued a total of 940,000 restricted common stock shares to 2 foreign purchasers who paid approximately $47,712 for the shares. This issuance is not subject to regulation under the Securities Act of 1933.
At March 31, 2005 the Company had received subscriptions for 1,794,000 restricted common stock shares from 7 foreign purchasers who had paid approximately $89,701 for the shares which were issued in the following quarter. This issuance is not subject to regulation 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 2002
32
Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10
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: July 25, 2005 By: /s/ Alan Doyle
Alan Doyle
President (Chief Executive Officer)
and Treasurer (Principal Financial Officer)
11
EXHIBIT 31
CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d)
(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)
I, Alan Doyle, certify that:
(1)
I have reviewed this Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005 of American Southwest Holdings, Inc.;
(2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4)
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
(5)
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
/s/ Alan Doyle
Alan Doyle
President (Chief Executive Officer),
Treasurer (Principal Financial Officer)
July 25, 2005
2
EXHIBIT 32
CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
The undersigned, Alan Doyle, President (Chief Executive Officer) and Treasurer (Principal Financial Officer) of American Southwest Holdings, Inc. (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005 (the "Report"). The undersigned hereby certifies that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial results of operations of the Company.
/s/ Alan Doyle
Alan Doyle
President (Chief Executive Officer),
Treasurer (Principal Financial Officer)
July 25, 2005
yep....finally..lol
looks like they're taking the first steps for that OTCBB listing.
The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant was $4,136,140 based upon a market price of $.05 on April 7, 2005.
The number of shares outstanding of the registrant's common stock, $0.001 par value was 85,720,806 as of April 7, 2005.
hadn't noticed, will go take a look.
filed 10kSB on friday...did u read it? just now noticed.
ASWT - American Southwest Holdings Inc. Provides Technical Update; Funding Offer from U.K.... [FCHRLZZ]
American Southwest Holdings Inc. Provides Technical Update; Funding Offer from U.K. Investment Firm
SYDNEY, Australia--(Business Wire)--May 9, 2005--
Metal Sands Pty Ltd ("MSA") is the Australian operating arm of American Southwest Holdings Inc. (Pink Sheets: ASWT). In February 2005, MSA completed a drilling campaign within the company's Governor Broome project area located in the southwest of western Australia, in an area where mineral sands production has been established since the 1950s. MSA has been undertaking laboratory investigation of the material recovered from the drilling program and assessing the results since February. The drilling program was successful in intersecting a high-grade, near-surface zone of heavy mineral sands. Pilot scale testing on a composite bulk sample has commenced. Result from these tests will provide an indication of likely operating parameters for extraction of the heavy minerals.
The mineralization was identified in the 170 drill holes over a length of approximately 1,800m and a width of 1,000m. Preliminary results of drilling indicates the following:
-- The ore zone has an average thickness of 4.2m
-- The average grade from the mineralized zone over the 170 drill
holes is approximately 6.5% heavy minerals
-- The heavy mineral assemblage is -0- *T
75% ilmenite
6% zircon
4.5% leucoxene
8.2% garnet *T
The mineralized zone has a thin cover of unconsolidated sand resulting in a projected stripping ratio of 1.3:1.
The drilling has defined part of the ancient shoreline, which controlled the accumulation of heavy minerals. This structure is open to the north and south and the presence of further mineralization within the projected extensions is verified by a number of historic high-grade intercept obtained by past operators. Further drilling is planned to define the northern and southern extensions of the mineralization identified to date.
Some additional sampling of material obtained during the drill program is required to improve definition of the upper and lower enveloping surfaces of the ore zone. This work will be commenced in conjunction with resource modeling during the forthcoming period.
Corporate Funding
The company has been made an offer of funding from a substantial U.K.-based investment fund. This offer is subject to a number of conditions, which the board of directors are reviewing. The amount offered would be sufficient to advance the project to a full bankable feasibility stage.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors inherent in doing business. Forward-looking statements may be identified by terms such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "forecasts," "potential," or "continue," or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The company has no obligation to update these forward-looking statements.
Alan Doyle
President 09May05 15:43 GMT
Symbols: us;ASWT
Source BW Business Wire
Categories: MST/L/EN MST/R/AU MST/R/EU MST/R/GB MST/R/NME MST/R/US MST/R/US/AZ TGT/BWB
Sublime - good to hear from you
hope you are doing well
yes seeing signs of life but still have to tread carefully
any positive movements in the market along with tax refunds can provide some good opportunities into May and hopefully beyond
Splits still working best for me
hey norm, how r u doing in this market? think we are on the rebound for awhile?
still here and patiently waiting for the explosion/implosion
whichever it is
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