UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q


(Mark
One)




x
            Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934.




For the quarterly period ended
September 30, 2008


or




o
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934.




For
the transition period from ______to______.




Commission file number
000-50354




AMERICAN
SURGICAL HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            98-0403551(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)10039 Bissonnet, Suite
      #250
              Houston,
      Texas
            77036-7852(Address
      of principal executive offices)
            (Zip
      Code)




(713)
779-9800


(Registrants
telephone number, including area code)




(Former
name, former address and former fiscal year, if changed since last
report)





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act 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 filing requirements for the past 90 days. Yes x  No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act (Check one):




Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x




Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes o  No x




State the
number of shares outstanding of each of the issuers classes of common equity, as
of November 19, 2008: 8,425,484 shares of common stock.









AMERICAN
SURGICAL HOLDINGS, INC.


FORM
10Q


SEPTEMBER
30, 2008





INDEX




PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Managements
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures




PART
II-- OTHER INFORMATION




Item
      1.
            Legal
      ProceedingsItem
      1A.
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K




SIGNATURE











Item
1. Financial Information





AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


AS
OF SEPTEMBER 30, 2008


(UNAUDITED)




CONTENTS





PAGE
            F-1
            CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2008 (UNAUDITED) AND
      DECEMBER 31, 2007PAGE
            F-2
            CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
      SEPTEMBER 30, 2008 AND 2007 (UNAUDITED)PAGE
            F-3
            CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS
      EQUITY  (UNAUDITED)PAGE
            F-4
            CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER
      30, 2008 AND 2007 (UNAUDITED)PAGES
            F-5
      - F-8
            NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)










AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007


(UNAUDITED)




SEPTEMBER
      30,
              2008
              (UNAUDITED)
            
            
            DECEMBER
      31,
              2007ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            445,397
            
            
            $
            1,145,359Accounts
      receivable, net
            
            
            3,066,942
            
            
            
            2,171,908Advances
      to employees
            
            
            13,174
            
            
            
            9,169Prepaid
      expenses and other current assets
            
            
            11,773
            
            
            
            24,662TOTAL
      CURRENT ASSETS
            
            
            3,537,286
            
            
            
            3,351,098DEFERRED
      INCOME TAX RECEIVABLE
            
            
            
            
            
            
            575,408PROPERTY
      AND EQUIPMENT, NET
            
            
            64,123
            
            
            
            90,298RESTRICTED
      CASH
            
            
            154,120DEFERRED
      FINANCING COSTS, NET
            
            
            
            
            
            
            322,521TOTAL
      ASSETS
            
            $
            3,755,529
            
            
            $
            4,339,325LIABILITIES AND
      STOCKHOLDERS EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            
            $
            413,450
            
            
            $
            436,106Deferred
      income tax
            
            
            
            
            
            
            95,471Accrued
      salaries
            
            
            564,553
            
            
            
            287,146Note
      payable, related party
            
            
            150,000Notes
      payable, net of unamortized discount of $196,039 and
      $767,474
            
            
            2,518,961
            
            
            
            1,947,526TOTAL
      CURRENT LIABILITIES
            
            
            3,646,964
            
            
            
            2,766,249STOCKHOLDERS
      EQUITYPreferred
      stock, $0.001 par value, 10,000,000 shares authorized, none issued and
      outstandingCommon
      stock, $0.001 par value, 100,000,000 shares authorized, 8,425,484 and
      8,425,484 shares issued and outstanding
            
            
            8,425
            
            
            
            8,425Additional
      paid-in capital
            
            
            3,277,002
            
            
            
            2,942,381Deferred
      compensation
            
            
            (106,250
            )
            
            
            (143,750
            )Accumulated
      deficit
            
            
            (3,070,612
            )
            
            
            (1,233,980
            )TOTAL
      STOCKHOLDERS EQUITY
            
            
            108,565
            
            
            
            1,573,076TOTAL
      LIABILITIES AND STOCKHOLDERS EQUITY
            
            $
            3,755,529
            
            
            $
            4,339,325




See
accompanying notes to condensed consolidated financial statements
(unaudited)





F-1





AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,


(UNAUDITED)




Three
      Months Ended
            
            
            Nine
      Months EndedSeptember
      30,
              2008
            
            
            September
      30,
              2007
            
            
            September
      30,
              2008
            
            
            September
      30,
              2007Revenues,
      net
            
            $
            3,072,479
            
            
            $
            3,635,123
            
            
            $
            7,678,077
            
            
            $
            8,712,023Cost
      of revenues
            
            
            1,810,510
            
            
            
            1,761,419
            
            
            
            5,302,845
            
            
            
            5,141,728GROSS
      PROFIT
            
            
            1,261,969
            
            
            
            1,873,704
            
            
            
            2,375,232
            
            
            
            3,570,295OPERATING
      EXPENSESGeneral
      and Administration
            
            
            316,163
            
            
            
            605,506
            
            
            
            1,194,695
            
            
            
            1,758,780Salaries
            
            
            422,156
            
            
            
            466,556
            
            
            
            1,576,658
            
            
            
            1,443,191Rent
            
            
            27,291
            
            
            
            22,711
            
            
            
            72,867
            
            
            
            56,751TOTAL
      OPERATING EXPENSES
            
            
            765,610
            
            
            
            1,094,773
            
            
            
            2,844,220
            
            
            
            3,258,722NET
      INCOME (LOSS) FROM OPERATIONS
            
            
            496,359
            
            
            
            778,931
            
            
            
            (468,988
            )
            
            
            311,573Other
      income (expense)Interest
      expense
            
            
            (160,331
            )
            
            
            (690,535
            )
            
            
            (1,451,766
            )
            
            
            (792,952
            )Interest
      income
            
            
            709
            
            
            
            21,737
            
            
            
            5,080
            
            
            
            30,849TOTAL
      OTHER INCOME (EXPENSE)
            
            
            (159,622
            )
            
            
            (668,798
            )
            
            
            (1,446,686
            )
            
            
            (762,103
            )INCOME
      (LOSS) FROM OPERATIONS
            
            
            336,737
            
            
            
            110,133
            
            
            
            (1,915,674
            )
            
            
            (450,530
            )(Provision
      for) benefit from income taxes
            
            
            0
            
            
            
            (189,860
            )
            
            
            79,042
            
            
            
            (70,874
            )NET
      INCOME (LOSS)
            
            $
            336,737
            
            
            $
            (79,727
            )
            
            $
            (1,836,632
            )
            
            $
            (521,404
            )Net
      income (loss) per share basic and diluted
            
            $
            0.04
            
            
            $
            (0.01
            )
            
            $
            (0.22
            )
            
            $
            (0.06
            )Weighted
      average number of shares Outstanding during the period -basic and
      diluted
            
            
            8,425,484
            
            
            
            8,425,484
            
            
            
            8,425,484
            
            
            
            8,412,938




See
accompanying notes to condensed consolidated financial statements
(unaudited)





F-2




AMERICAN
SURGICAL HOLDINGS, INC.


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY


FOR
THE PERIOD ENDED SEPTEMBER 30, 2008


(UNAUDITED)






Preferred
    Stock
              
              Common
Stock
              
              Additional
                Paid-in
              
              Deferred
              
              Accumulated
              
              Total
                Stockholders’Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Compensation
              
              Deficit
              
              EquityBalances, December 31,
      2007
              
              
              —
              
              $
              —
              
              
              8,425,484
              
              $
              8,425
              
              $
              2,942,381
              
              $
              (143,750
              )
              $
              (1,233,980
              )
              $
              1,573,076Deferred
      Compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              37,500
              
              
              
              
              $
              37,500Options Issued -
      Officers
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              58,655
              
              
              
              
              
              
              
              $
              58,655Options Issued -
      Services
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              20,214
              
              
              
              
              
              
              
              $
              20,214Options Issued -
      BOD
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              10,602
              
              
              
              
              
              
              
              $
              10,602Warrants
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              245,150
              
              
              
              
              
              
              
              $
              245,150Net
    Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (1,836,632
              )
              $
              (1,836,632
              )Balances, September 30,
      2008
              
              
              —
              
              $
              —
              
              
              8,425,484
              
              $
              8,425
              
              $
              3,277,002
              
              $
              (106,250
              )
              $
              (3,070,612
              )
              $
              108,565




See
accompanying notes to condensed consolidated financial statements
(unaudited)




F-3




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30,


(UNAUDITED)




2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (1,836,632
            )
            
            $
            (521,404
            )Adjustments
      to reconcile net loss to net cash (used in) operating
      activities:Depreciation
      and amortization
            
            
            30,116
            
            
            
            27,705Amortization
      of deferred financing
            
            
            322,521
            
            
            
            208,317Amortization
      of discount of notes payable
            
            
            571,435
            
            
            
            468,990Deferred
      compensation
            
            
            37,500
            
            
            
            37,500Common
      stock issued for services
            
            
            0
            
            
            
            164,995Common
      stock issued for director fees
            
            
            0
            
            
            
            55,000Value
      of options issued for services
            
            
            20,214
            
            
            
            31,256Value
      of options issued to officers
            
            
            58,655
            
            
            
            79,240Value
      of options issued for director fees
            
            
            10,602
            
            
            
            31,287Value
      of warrants issued to note holders
            
            
            245,150Changes
      in operating assets and liabilities:(Increase)Decrease
      in accounts receivable, net
            
            
            (895,034
            )
            
            
            (2,043,350
            )(increase)
      Decrease in advances to employees
            
            
            (4,005
            )
            
            
            (14,467
            )(Increase)
      Decrease in advances to prepaid expenses
            
            
            12,889
            
            
            
            (82,448
            )(Increase)
      Decrease in FIT receivable
            
            
            575,408Increase
      (Decrease) in accounts payable
            
            
            254,751
            
            
            
            398,457(Increase
      (Decrease) in accrued taxes
            
            
            (95,471
            )
            
            
            (504,534
            )Net
      cash used in operating activities
            
            
            (691,901
            )
            
            
            (1,663,456
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Increase
      in restricted cash
            
            
            (154,120
            )Purchase
      of property and equipment
            
            
            (3,941
            )
            
            
            (25,846
            )Net
      cash used in investing activities
            
            
            (158,061
            )
            
            
            (25,846
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from note payable from related party
            
            
            150,000Proceeds
      from increase in notes payable
            
            
            
            
            
            
            2,328,006Net
      Cash provided by financing activities
            
            
            150,000
            
            
            
            2,328,006NET
      INCREASE (DECREASE) IN CASH
            
            
            (699,962
            )
            
            
            638,704CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            1,145,359
            
            
            
            1,387,016CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            445,397
            
            
            $
            2,025,720NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Cash
      paid for income taxes
            
            $
            16,427
            
            
            $
            575,444Cash
      paid for interest expense
            
            $
            423,716
            
            
            $




See
accompanying notes to condensed consolidated financial statements
(unaudited)





F-4




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF SEPTEMBER 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)





NOTE 1 - BASIS OF
PRESENTATION





The
accompanying consolidated, condensed unaudited financial statements are
presented in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q under the rules
and regulations of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal occurring accruals)
considered necessary in order to make the financial statements not misleading,
have been included. The financial statements are presented on the accrual
basis.





These
financial statements should be read in conjunction with the Companys audited
financial statements and the accompanying notes included in the Companys Form
10-KSB for the year ended December 31, 2007, filed with the SEC. The results of
operations for the three and nine month periods ended September 30, 2008, are
not necessarily indicative of the results to be expected for any subsequent
quarter or for the entire fiscal year.





Cash
and cash equivalents





The
Company considers all highly liquid investments with an original maturity at
acquisition of three months or less to be cash equivalents. These accounts may
from time to time exceed federally insured limits. The Company has not
experienced any losses on such accounts. At September 30, 2008, the Company had
approximately $382,766 in excess of FDIC insurance limits.




Use
of estimates





The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.





Significant
estimates include revenue recognition, the allowance for doubtful accounts and
share based compensation. These estimates have the potential to have a
significant impact on our financial statements, either because of the
significance of the financial statement item to which they relate, or because
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in
nature.





Income
taxes





The
Company records deferred taxes in accordance with SFAS No. 109, Accounting for Income Taxes
(SFAS 109). The statement requires recognition of deferred tax assets and
liabilities for temporary differences between the tax bases of assets and
liabilities and the amounts at which they are carried in the financial
statements, based upon the enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is established when
necessary to reduce deferred tax assets to the amount expected to be
realized.





In
addition, no benefit for income taxes has been recorded in respect of the net
deferred tax assets as management believes it is more likely than not that the
deferred tax assets will not be fully realizable, except for the amount shown
which reflects income taxes previously paid by the Company.




Convertible
Notes





The
Company issued convertible notes in 2007. The conversion feature of the notes
becomes effective only if the Company commences a Qualified Offering. Insofar as
the Company has not commenced a Qualified Offering and does not plan to do so at
this time, the Company has assigned no value to the conversion feature of the
notes payable.




F-5




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (formerly
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30, 2008 AND
DECEMBER 31, 2007
 (UNAUDITED)
  A
discount with respect to the Note (Notes) issued during 2007 was recorded by the
Company. The amount of the discount was calculated to be the fair market value
of the warrants included in the Units issued pursuant to the terms of the
offering.
  The Notes
matured in June, 2008 and the discount was amortized over the life of the note.
The Company negotiated a modification and extension of the $2,715,000 Promissory
Notes which were due and payable in June 2008. One of the modifications
pertained to the $2.00 per share warrants that were issued in 2007. The Company
exchanged the old warrants for the new warrants as a part of the extension of
the debt and the difference between the fair values is a discount and is
amortized as interest expense over the life of the new warrants. The notes
payable to Noteholders were extended in July 2008.
  The
Company has agreed with Dawson James Securities, Inc., as the Noteholders Agent
to the following revisions to the terms of the Notes and warrants:
  ●
              The
      Notes to be secured by the Companys accounts receivable and an assignment
      of any proceeds received by the Company from any actions for past claims
      from legal action against or settlement with insurance carriers. The
      proceeds from the legal actions would be given to the
      noteholders.
  ●
              The
      noteholders have a first priority lien. The lien and security interest of
      the receivables would be released to make available as collateral for
      financing facility, if, $1.0 million is paid to reduce the principal
      balance outstanding.
  ●
              The
      maturity date of the notes was extended to March 31, 2009. If 50% or more
      of the Notes have been repaid pro rata to the Noteholders, by March 31,
      2009, and there are no other outstanding defaults on the provisions of the
      Note, then maturity date shall be automatically extended to December 31,
      2009 on any remaining balance and accrued
  interest.
  ●
              The
      Company will make two monthly payments into an escrow account (Restricted
      Cash) jointly controlled by the Company and Dawson James Securities
      Inc.
  ●
              One
      monthly installment of $50,000 beginning in August, 2008 (increasing to
      $65,000 beginning in January 2009) will be for the benefit of Noteholders
      and distributed prorata to the Noteholders. The timing of the distribution
      will be determined by Dawson James Securities
  Inc.
  ●
              An
      additional monthly installment of $52,000 beginning in the third quarter
      of 2008, a holdback of the principals compensation, is being escrowed as
      additional collateral for the repayment of the
  Note.
  ●
              If
      50% of the Notes are not repaid by March 31, 2009, then the escrow shall
      be distributed to the Noteholders. If the Notes are extended to December
      31, 2009, the monthly holdback escrow will continue and the escrowed
      amounts held until maturity and used to pay off the principal balance of
      the note then outstanding.
  ●
              Within
      five (5) business days of approving any individual expenses in excess of
      $25,000 and/or any expenditure not in the ordinary course of business, the
      Company shall deliver to the Note Holders Agent a copy of the relevant
      board or audit committee minutes or written consent setting forth the
      resolutions approving such
expense(s).
  ●
              The
      Company will not, in any form or any manner, increase or add to the
      compensation and/or benefits received the four principals unless
      unanimously consented to by the independent members of the board of
      directors.
  As of
September 30, 2008, the Company has made a total of $154,000 to the escrow which
is broken down into two parts: (1) interest $50,000 and 2 holdbacks of
$104,000.
  The $2.00
per share warrants issued in 2007 to the Noteholders upon the issuance of the
original notes has been modified as follows:
  ●
              The
      exercise price has been re-priced to $0.10 for half the warrants and to
      $0.75 for the remaining half of the
warrants.
  ●
              If
      the Noteholders have not been repaid 50% or more of their principal by
      March 31, 2009, then the warrants price at $0.75 will be re-priced to $.20
      per share. The Company has treated the repricing of these warrants as a
      contingency.
  ●
              All
      warrants will expire four years from the execution date of the loan
      modification and any extension agreements
  thereof.
  The
Noteholders received new warrants in exchange for old warrants for the extension
of the debt.  The value of the new warrants issued with the debt is
recorded as a discount and amortized to interest expense.  APB 14
states from the point of view of the issuer, the sales of a debt security with
warrants results in a lower cash interest cost than otherwise be possible or
permits financing not otherwise practicable.
 
 The
incremental value of 50% of the warrants using the $0.10 exercise price is
expensed over the period from the modification date (July 23, 2008) to December
31, 2009.  The incremental value of the remaining 50% of the warrants
using the $0.75 exercise price is expensed over the modification date (July 23,
2008) to March 31, 2009  The interpretation is from paragraph 51 of
SFAS 123R.
 
 F-6


AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (formerly
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30, 2008 AND
DECEMBER 31, 2007
 (UNAUDITED)


The
Company was in default on the note payable escrow agreement dated July 23, 2008
as of September 30, 2008.  The Company as of November 18, 2008 has
cured any default and received a waiver by the noteholders agent.




Note
Payable Related Party:





The
Company has an unsecured note of $150,000 from a Principal who owns
approximately 10% of the outstanding stock with an interest rate of
15%.





Restricted
Cash





Funds in the escrow account are labeled
as “Restricted
Cash”as the Company does
not have access to the escrowed amounts under the terms of the Escrow
Agreement.


Deferred
Financing Cost:





In
connection with the offering during 2007, the Company incurred Deferred Offering
Cost including: commissions paid to the placement agent, legal fees, blue sky
fees, and the fair value of the warrants issued to the placement
agent.  The deferred financing cost was fully amortized by the end of
the second quarter 2008.




Stock-based
compensation





The
Company accounts for its stock-based compensation under the provisions of SFAS
No.123(R)Accounting for Stock
Based Compensation. Under SFAS No. 123(R), the Company is permitted
to record expenses for stock options and other employee compensation plans based
on their fair value at the date of grant. Any such compensation cost is charged
to expense on a straight-line basis over the periods the options vest. If the
options had cashless exercise provisions, the Company utilizes variable
accounting.





Common
stock, stock options and common stock warrants issued to other than employees or
directors are recorded on the basis of their fair value, as required by SFAS
No. 123(R), which is measured as of the date required by EITF
Issue 96-18,Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services. In accordance with
EITF 96-18, the stock options or common stock warrants are valued using the
Black-Scholes model on the basis of the market price of the underlying common
stock on the valuation date, which for options and warrants related to contracts
that have substantial disincentives to non-performance is the date of the
contract, and for all other contracts is the vesting date. Expense related to
the options and warrants is recognized on a straight-line basis over the shorter
of the period over which services are to be received or the vesting period.
Where expense must be recognized prior to a valuation date, the expense is
computed under the Black-Scholes model on the basis of the market price of the
underlying common stock at the end of the period, and any subsequent changes in
the market price of the underlying common stock up through the valuation date is
reflected in the expense recorded in the subsequent period in which that change
occurs.





In
December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148,Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148
also amends the disclosure requirements of SFAS No. 123(R), requiring
prominent disclosure in annual and interim financial statements regarding a
companys method for accounting for stock-based employee compensation and the
effect of the method on reported results.





The fair
market value of the stock options at the date of grant was estimated using the
Black-Scholes option-pricing model with the following assumptions:




Expected
      Life
            3
      to 5 yearsInterest
      Rate
            4.25%Dividend
      Yield
            $0Volatility
            28%Forfeiture
      Rate
            0





Expected
life represents the period of time that options are expected to be outstanding
and is based on the Companys historical experience or the simplified method, as
permitted by SEC Staff Accounting Bulletin No. 107 where appropriate. The
risk-free interest rate is based on U.S. Treasury interest rates at the time of
the grant whose term is consistent with the expected life of the stock
options.





F-7




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF SEPTEMBER 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)





Expected
dividend yield was considered to be $0 in the option pricing formula since the
Company does not pay dividends and has no current plans to do so in the future.
Expected volatility is based on the Companys historical experience. The
forfeiture rate was considered to be none insofar as the historical experience
of the Company is very limited. As required by SFAS No. 123(R), the Company
will adjust the estimated forfeiture rate based upon actual
experience.





The
Company recognized a fair market value of $89,471 for stock options earned for
the nine months ended September 30, 2008.




Basic
and Diluted Net Income (Loss) Per Share




The
Company computes net income (loss) per share in accordance with SFAS No. 128,
Earnings per Share.
SFAS No. 128 requires
presentation of both basic and diluted earnings per share (EPS) on the face of
the income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period. Diluted EPS gives effect to
all dilutive potential common shares outstanding during the period using the
treasury stock method and convertible preferred stock using the if-converted
method. In computing diluted EPS, the average stock price for the period is used
in determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive. The Companys outstanding stock options and
warrants was 4,541,000 on September 30, 2008 and on September 30, 2007 was
excluded from the computation of diluted earnings per share since their effect
remains anti-dilutive





Reclassification




Certain
amounts from prior periods have been reclassified to conform to the current
periods presentation.




Recent
Accounting Pronouncements




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS 141(R)), which replaces SFAS No. 141, Business Combinations.
SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business
combinations are still required to be accounted for at fair value under the
acquisition method of accounting but SFAS 141(R) changed the method of applying
the acquisition method in a number of significant aspects. Acquisition costs
will generally be expensed as incurred; non controlling interests will be valued
at fair value at the acquisition date; in-process research and development will
be recorded at fair value as an indefinite-lived intangible asset at the
acquisition date; restructuring costs associated with a business combination
will generally be expensed subsequent to the acquisition date; and changes in
deferred tax asset valuation allowances and income tax uncertainties after the
acquisition date generally will affect income tax expense. SFAS 141(R) is
effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period
subsequent to December 15, 2008, with the exception of the accounting for
valuation allowances on deferred taxes and acquired tax contingencies. SFAS
141(R) amends SFAS 109 such that adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with acquisitions that
closed prior to the effective date of SFAS 141(R) would also apply the
provisions of SFAS 141(R). Early adoption is not permitted. We are currently
evaluating the effects, if any, that SFAS 141(R) may have on our financial
statements and believe it could have a significant impact if business
combinations are consummated. However, the effect is indeterminable as of
September 30, 2008.





In
December 2007, the FASB issued SFAS No. 160, Non controlling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51. This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008, with earlier adoption prohibited. This
statement requires the recognition of a non controlling interest (minority
interest) as equity in the consolidated financial statements and separate from
the parents equity. The amount of net income attributable to the non controlling
interest will be included in consolidated net income on the face of the income
statement. It also amends certain of ARB No. 51s consolidation procedures for
consistency with the requirements of SFAS 141(R). This statement also includes
expanded disclosure requirements regarding the interests of the parent and its
non controlling interest. We are currently evaluating this new statement and
anticipate that the statement will not have a significant impact on the
reporting of our results of operations.




In March
2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133. This Statement amends and expands the disclosure
requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities to provide users of financial statements with an enhanced
understanding of (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entitys financial position, financial
performance, and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008 with early application
permitted. The Company expects to adopt SFAS No. 161 on January 1, 2009, and has
not yet determined the effect of SFAS No. 161 on its Financial
Statements.




F-8


AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (formerly
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF SEPTEMBER 30, 2008 AND
DECEMBER 31, 2007
 (UNAUDITED)


In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SECs approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have
a material impact on the Companys financial position.





In May
2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60. Diversity exists in
practice in accounting for financial guarantee insurance contracts by insurance
enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance
Enterprises. This results in inconsistencies in the recognition and measurement
of claim liabilities. This Statement requires that an insurance enterprise
recognize a claim liability prior to an event of default (insured event) when
there is evidence that credit deterioration has occurred in an insured financial
obligation. This Statement requires expanded disclosures about financial
guarantee insurance contracts. The accounting and disclosure requirements of the
Statement will improve the quality of information provided to users of financial
statements.  SFAS 163 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. The adoption of FASB 163 is not expected to have a material impact
on the Companys financial position.




F-9




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF SEPTEMBER 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)




NOTE 2 - GOING
CONCERN





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The Company incurred a net operating loss in the first and second quarter of
2008 and 2007, used substantial amounts of cash in operating activities and had
an accumulated deficit in retained earnings at September 30,
2008.  This raises substantial doubt about our ability to continue as
a going concern.





The
Companys management believes that the improved cash flow, operating profit, the
continued monitoring of the surgical assistants compensation, elimination of all
remaining contracts with major insurance carriers and the completion of the
extension of the Promissory Notes to the Note holders will provide the ability
to continue as a going concern.   We are continuing our
discussions with an insurance carrier to resolve and minimize the issue of
charge backs.





NOTE 3
HIRING OF A RELATED PARTY





The
Company hired Jaime Olmos sister on April 22, 2008 at rate of less than $20 per
hour to assist in billing.  Jaime Olmo is a principal of the company
and owns approximately 33% of the outstanding shares issued.





NOTE 4
SUBSEQUENT EVENT





During
October, 2008 the FDIC limit was temporarily increased to
$250,000.  Balances at September 30, 2008 were not affected during the
third quarter.





F-10





Item
2.  Managements Discussion and Analysis of Financial Condition and
Results of Operations




FORWARD-LOOKING
STATEMENTS





This
report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Exchange Act of 1934, as amended, which are based on managements exercise
of business judgment as well as assumptions made by and information currently
available to, management. When used in this document, the words may, will,
anticipate, believe, estimate, expect, intend and words of similar import, are
intended to identify any forward-looking statements. You should not place undue
reliance on these forward-looking statements. These statements reflect our
current view of future events and are subject to certain risks and uncertainties
as described in this Report on Form 10-QSB as well as other periodic reports,
filed with the Securities and Exchange Commission, and as noted below. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, our actual results could differ materially from
those anticipated in these forward-looking statements. We undertake no
obligation, and do not intend, to update, revise or otherwise publicly release
any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof, or to reflect the occurrence of any
unanticipated events. Although we believe that our expectations are based on
reasonable assumptions, we can give no assurance that our expectations will
materialize.





GENERAL




The
following Managements Discussion and Analysis and Plan of Operation highlights
the principal factors that have affected the Companys financial condition and
results of operations as well as the Companys liquidity and capital resources
for the period ending September 30, 2008, with their explanatory notes included
as part of this Form 10-Q, and our Managements Discussion and Analysis and Plan
of Operation for the twelve months ended December 31, 2007 included in our Form
10-KSB.





We were
incorporated in the State of Delaware under the name Renfrew, Inc. on July 22,
2003 as a blank check company as defined under Rule 419 of the Securities Act.
On August 2, 2005, we filed Articles of Amendment with the State of Delaware
changing our name to ASAH Corp. and on January 9, 2007, we filed Articles of
Amendment with the State of Delaware changing our name to American Surgical
Holdings, Inc.




Pursuant
to a Stock Purchase Agreement and Share Exchange between us and American
Surgical Assistants, Inc. dated October 10, 2005, we acquired all of the shares
of American Surgical Assistants, Inc., a Texas corporation, from Zak Elgamal and
Jaime Olmo-Rivas. As a result of, and in consideration for, the issuance of our
common stock, American Surgical Assistants, Inc. became our wholly owned
subsidiary.





We had
operated as a blank check company until the merger in October 2005 and the
purpose for this reorganization with American Surgical Assistants, Inc. was to
obtain an operating company which we believed has a successful business plan.
Now, through American Surgical Assistants, Inc., we provide professional
surgical assistant services to patients, surgeons and healthcare
institutions.





In 2006
we incorporated our other subsidiary, ATS Billing Services, Inc. (ATS) to
provide HIPAA-compliant billing and collection services for healthcare industry
professionals.





In
January 2007, the Company completed a 1 for 1.75 common stock consolidation and
in April 2007 the Company completed a 1 for 2 common stock consolidation. All
share and per share amounts have been retroactively restated for the both the 1
for 1.75 and the 1 for 2 stock consolidations.




RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2007




Revenues




Net Revenues decreased by 15% or
$562,644 for the three months ended September 30, 2008 over the same period
ended September 30, 2007.    The Company is experiencing a
decrease inpaid claims
from two insurance companies.  Management is taking steps to rectify
this situationby adding
additional personnel to billing.


Cost
of Revenue




Our Cost of Revenues (“COR”) increased 3% or $49,041 for
the three months ended
September 30, 2008 as compared to the three months ended September 30,2007.  The increase is due to
additional cost of labor.








Gross
Profit





Gross profit decreased 33% or $611,735 for the
three months ended September 30, 2008 over the same period ended September 30,
2007.  The decrease in 2008 is due to lower net revenue and higher
cost of revenue.  Gross profit for the third quarter 2008 was 41%
versus 31% year to date for
2008.  This is 10% higherduring the third quarterwhich reflects theimproved utilization of surgical
assistants duringthe third
quarter of 2008 as compared to the nine months ending September 30,
2008.


Operating
Expenses





Total
operating expenses during the third quarter of 2008 were $765,610 compared to
$1,094,773 during the third quarter of 2007, a decrease of
$329,163.  The Company has made a reduction of $289,343 in general and
administrative expenses in 2008 as compared to 2007.  Salaries during
the same period decreased due to staff reductions.




RESULTS OF OPERATIONS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30,
2007





Revenue





Net Revenues decreased by 12% or
$1,033,946 for the nine months ended September 30, 2008 over the same period
ended September 30, 2007.During the first five months of 2008,
the Company had a contract with one insurancecarrier which reduced revenue
through May
2008.The
Companycancelledthat contractin May 2008.In addition, the Company also has
experienced alower
percentage of claims paid by two other insurance
carriers.


Cost
of Revenue





Our Cost
of Revenue (COR) increased 3% or $161,117 for the nine months ended September
30, 2008 as compared to the nine months ended September 30, 2007.  The
increase was due to the increase in the cost of manpower for additional cases
performed in 2008.    The Company continues to closely
monitor and improve on the cost of manpower.




Gross
Profit





Gross
Profit decreased 33% or $1,195,063 for the nine months ended September 30, 2008
over the same period ended September 30, 2007.  The reduction is
reflective of the reduced net revenue and the increased cost of manpower for the
nine months ended September 30, 2008 over the same nine months as last year that
ended on September 30, 2007




Operating
Expenses





Total operating expense for the nine
months ended September 30, 2008 was $2,844,220 compared to $3,258,722 during thenine months ended September
30, 2007, a decrease of 13% or $414,502.  The Companycontinuesto monitorand reduceoperating expensesincluding staff reductions from
2007.


Operating
Results as a Percentage of Net Revenue





The Table
below provides a brief recap of operating results for the three months and nine
months ended September 30, 2008 and 2007 expressed as a percentage of Net
Revenue.









For
      the three months
            
            
            For
      the nine monthsended
            
            
            endedSeptember
      30
            
            
            September
      302008
            
            
            2007
            
            
            2008
            
            
            2007Revenues,
      net
            
            
            100
            %
            
            
            100
            %
            
            
            100
            %
            
            
            100
            %Cost
      of Revenues
            
            
            59
            %
            
            
            48
            %
            
            
            69
            %
            
            
            59
            %Gross
      Profit
            
            
            41
            %
            
            
            52
            %
            
            
            31
            %
            
            
            41
            %Operating
      Expenses
            
            
            25
            %
            
            
            30
            %
            
            
            37
            %
            
            
            37
            %Net
      Loss from Operations
            
            
            16
            %
            
            
            21
            %
            
            
            -6
            %
            
            
            4
            %Other
      (Expense) Income
            
            
            -5
            %
            
            
            -18
            %
            
            
            -19
            %
            
            
            -9
            %Loss
      from Operations
            
            
            11
            %
            
            
            3
            %
            
            
            -25
            %
            
            
            -5
            %Provision
      for Income Taxes
            
            
            0
            %
            
            
            -5
            %
            
            
            1
            %
            
            
            -1
            %Net
      Income (Loss)
            
            
            11
            %
            
            
            -2
            %
            
            
            -24
            %
            
            
            -6
            %




LIQUIDITY
AND CAPITAL RESOURCES




As of
September 30, 2008, the Company had $445, 397 in cash and cash equivalents on
hand compared to $1,145,359 on hand at December 31, 2007.  Our working
capital (defined as current assets less current liabilities) for the nine months
ended at September 30, 2008 was a deficit of ($109,678) compared to ($584,849)
at December 31, 2007.





Our
operating activities used cash of $691,901 for the nine months ended September
30, 2008 compared to cash used in operations of $1,663,456 for the same period
in 2007.  These deficits may continue for the near term.





The
Company at the end of 2007 received a going concern opinion that expressed
substantial doubt about its ability to continue as a going concern due to
continuing losses and lack of working capital.




The
Company was under contract with three of the five major insurance companies
during 2007 and continuing into 2008. During 2008 all of the contracts were
cancelled with the last one terminated May 15, 2008. The Company has experienced
an increase in the cash flow from the accounts receivables and reimbursement
rates from the insurance companies. Another factor that influenced cash flow
during the quarter was the practice of charge backs by the insurance companies.
The charge-back for the third quarter has been substantially less. The Company,
even though it is still a going concern, is currently generating enough cash to
meet its monthly needs. However, the Company has not generated enough cash or
obtained financing to meet its obligation to pay the Noteholders one half of the
outstanding notes at March 31, 2009.





Cash receivedfrom insurance carriersin the third quarter was approximately
$200,000 a month higher than the first two quarters.
 
 The Company has been experiencing a new
issue with two of the major carriers paying a lower percentage of invoicessubmitted.  Management is
addressing this issue by adding additional personnel to
billing.
 
 The Company had at the end of 2007 Notes
that were due in June of 2008 and the Company did not have the ability to pay
these Notes upon the original maturity date.The Company negotiated an extension
untilMarch 31,
2009providing no covenant
violations and half of the note is paid on March 31,
2009.   Management continues to address the issues and expects
the fourth quarter of 2008 to improve overthe third quarter.







Critical
Accounting Policies




The
Companys significant accounting policies are summarized in Note 1 of the
Companys Condensed Consolidated Financial Statements included herein. Policies
determined to be significant are those policies that have the greatest impact on
the Companys financial statements and require management to use greater degree
of judgment and estimates.





Actual
results may differ from those estimates. Management believes that given the
current facts and circumstances, it is unlikely that applying any other
reasonable judgment or estimate methodologies would cause effect on the Companys
consolidated results of operation or financial position and liquidity for the
periods presented in this report.





The
preparation of financial statements in conformity with U. S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period.  Actual results could differ
from those estimates.





Significant
estimates include revenue recognition, the allowance for doubtful accounts and
share based compensation.  These estimates have the potential to have
a significant impact on the Companys financial statements, either because of the
significance of the financial statement item to which they relate, or because
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events what are continuous in
nature.




Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS 141(R)), which replaces SFAS No. 141, Business Combinations.
SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business
combinations are still required to be accounted for at fair value under the
acquisition method of accounting but SFAS 141(R) changed the method of applying
the acquisition method in a number of significant aspects. Acquisition costs
will generally be expensed as incurred; non controlling interests will be valued
at fair value at the acquisition date; in-process research and development will
be recorded at fair value as an indefinite-lived intangible asset at the
acquisition date; restructuring costs associated with a business combination
will generally be expensed subsequent to the acquisition date; and changes in
deferred tax asset valuation allowances and income tax uncertainties after the
acquisition date generally will affect income tax expense. SFAS 141(R) is
effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period
subsequent to December 15, 2008, with the exception of the accounting for
valuation allowances on deferred taxes and acquired tax contingencies. SFAS
141(R) amends SFAS 109 such that adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with acquisitions that
closed prior to the effective date of SFAS 141(R) would also apply the
provisions of SFAS 141(R). Early adoption is not permitted. We are currently
evaluating the effects, if any, that SFAS 141(R) may have on our financial
statements and believe it could have a significant impact if business
combinations are consummated. However, the effect is indeterminable as of
September 30, 2008.





In
December 2007, the FASB issued SFAS No. 160, Non controlling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51. This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008, with earlier adoption prohibited. This
statement requires the recognition of a non controlling interest (minority
interest) as equity in the consolidated financial statements and separate from
the parents equity. The amount of net income attributable to the non controlling
interest will be included in consolidated net income on the face of the income
statement. It also amends certain of ARB No. 51s consolidation procedures for
consistency with the requirements of SFAS 141(R). This statement also includes
expanded disclosure requirements regarding the interests of the parent and its
non controlling interest. We are currently evaluating this new statement and
anticipate that the statement will not have a significant impact on the
reporting of our results of operations.





In March
2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133. This Statement amends and expands the disclosure
requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities to provide users of financial statements with an enhanced
understanding of (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entitys financial position, financial
performance, and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008 with early application
permitted. The Company expects to adopt SFAS No. 161 on January 1, 2009, and has
not yet determined the effect of SFAS No. 161 on its Financial
Statements.




In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162, The
Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. GAAP for
nongovernmental entities. SFAS 162 is effective 60 days following the Securities
and Exchange Commissions approval of the Public Company Accounting Oversight
Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles. We are currently
evaluating the impact, if any, of SFAS 162 on our consolidated financial
statements.











In May,
2008, FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60 (SFAS 163). SFAS 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. SFAS 163 also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The Company does not expect the proposed guidance
will have an impact on its consolidated financial statements.




Off-Balance
Sheet Arrangements




We have
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to
stockholders.





Item
3.  Quantitative and Qualitative Disclosures about Market
Risks





We
conduct our business in United States dollars. Our market risk is limited to the
United States domestic, economic and regulatory factors.





Item
4T. Controls and Procedures




a)  
Evaluation of Disclosure
Controls. Our Chief Executive Officer and our Chief Financial and
Accounting Officer evaluated the effectiveness of our disclosure controls and
procedures as of the end of our third fiscal quarter 2008 pursuant to Rule
13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
as appropriate to allow timely decisions regarding required disclosure. Based on
their evaluation, the Chief Executive Officer and Chief Financial and Accounting
Officer concluded that our disclosure controls and procedures were effective as
of September 30, 2008.
 
 It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions
 
 (b)
  Changes in internal
control over financial reporting. There have been no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. Our management team will
continue to evaluate our internal control over financial reporting in 2008 as we
implement our Sarbanes Oxley Act testing.







PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.




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





None





Item
3. Defaults Upon Senior Securities.




None




Item
4. Submission of Matters to a Vote of Security Holders.




None




Item
5. Other Information.




None




Item
6. Exhibits and Reports of Form 8-K.




(a)
            Exhibits




31.1
      Certifications of Chief Executive Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 200231.2
      Certifications of Chief financial Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 2002




32.1
      Certifications of Chief Executive Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 200232.2
      Certifications of Chief financial Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 2002









SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




AMERICAN
SURGICAL HOLDINGS, INC.


Date:
      November 19, 2008
            By:
            /s/
      ZAK W.
      ELGAMALZak
      W. ElgamalChairman
      & Chief Executive Officer
              and
      Principal Executive OfficerDate:
      November 19, 2008
            By:
            /s/
      JAMES A.
      LONGAKERJames
      A. LongakerChief
      Financial Officer and
              Principal
      Accounting Officer