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 March
31, 2009


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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).


Yes o 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 May 10, 2009: 8,525,484 shares of common stock.









AMERICAN
SURGICAL HOLDINGS, INC.


FORM
10Q


MARCH
31, 2009





INDEX




PART
I-- FINANCIAL INFORMATION




Item
      1.
              Financial
      Statements
              F-1
      - F-15Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition
              1Item
      3
              Quantitative
      and Qualitative Disclosures About Market Risk
              5Item
      4T.
              Control
      and Procedures
              5




PART
II-- OTHER INFORMATION




Item
      1.
              Legal
      Proceedings
              6Item
      1A.
              Risk
      Factors
              6Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              6Item
      3.
              Defaults
      Upon Senior Securities
              6Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              6Item
      5.
              Other
      Information
              6Item
      6.
              Exhibits
      and Reports on Form 8-K
              6




SIGNATURE





i





Item
1. Financial Information





AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


AS
OF MARCH 31, 2009


(UNAUDITED)







CONTENTS








PAGE
            F-2
            CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER
      31, 2008PAGE
            F-3
            CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
      2009 AND 2008 (UNAUDITED)PAGE
            F-4
            CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS
      EQUITY  (UNAUDITED)PAGE
            F-5
            CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
      2009 AND 2008 (UNAUDITED)PAGE
            F-6
      - F-15
            NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)










F-1




AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED BALANCE SHEETSAS
      OF MARCH 31, 2009 AND DECEMBER 31, 2008MARCH
      31,
                              
                              
                              DECEMBER
      31,2009
                              
                              
                              2008(UNAUDITED)
                              
                              
                              (AUDITED)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                              
                              $
                              1,348,055
                              
                              
                              $
                              431,731Restricted
      cash
                              
                              
                              67,680
                              
                              
                              
                              373,653Accounts
      receivable, net
                              
                              
                              2,441,388
                              
                              
                              
                              3,443,471Advances
      to employees
                              
                              
                              16,409
                              
                              
                              
                              13,100Prepaid
      expenses and other current assets
                              
                              
                              36,570
                              
                              
                              
                              4,708TOTAL
      CURRENT ASSETS
                              
                              
                              3,910,102
                              
                              
                              
                              4,266,663PROPERTY
      AND EQUIPMENT, NET
                              
                              
                              50,290
                              
                              
                              
                              55,697HOSPITAL
      CONTRACT COSTS & NON-COMPETE, NET
                              
                              
                              63,167
                              
                              
                              
                              -TOTAL
      ASSETS
                              
                              $
                              4,023,559
                              
                              
                              $
                              4,322,360LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                              
                              $
                              314,340
                              
                              
                              $
                              217,072Accrued
      income tax
                              
                              
                              348,411
                              
                              
                              
                              31,234Accrued
      salaries
                              
                              
                              599,873
                              
                              
                              
                              452,602Note
      payable, related party
                              
                              
                              -
                              
                              
                              
                              150,000Convertible
      Notes payable, net of unamortized discountof
      $131,493 and $767,474
                              
                              
                              1,289,149
                              
                              
                              
                              2,583,507TOTAL
      CURRENT LIABILITIES
                              
                              
                              2,551,773
                              
                              
                              
                              3,434,415STOCKHOLDERS'
      EQUITYPreferred
      stock, $0.001 par value, 10,000,000 sharesauthorized,
      none issued and outstanding
                              
                              
                              -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      8,525,484 and 8,425,484 shares issuedand
      outstanding
                              
                              
                              8,525
                              
                              
                              
                              8,425Additional
      paid-in capital
                              
                              
                              3,374,785
                              
                              
                              
                              3,295,226Deferred
      compensation
                              
                              
                              (81,250
                              )
                              
                              
                              (93,750
                              )Accumulated
      deficit
                              
                              
                              (1,830,274
                              )
                              
                              
                              (2,321,956
                              )TOTAL
      STOCKHOLDERS' EQUITY
                              
                              
                              1,471,786
                              
                              
                              
                              887,945TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                              
                              $
                              4,023,559
                              
                              
                              $
                              4,322,360




See
accompanying notes to condensed consolidated financial statements.
 
  F-2




AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONSFOR
      THE THREE MONTHS ENDED(UNAUDITED)March
      31,
                    
                    
                    March
      31,2009
                    
                    
                    2008RevenuesService
      fees, net
                    
                    $
                    3,848,281
                    
                    
                    $
                    1,864,419Contract
      fees
                    
                    
                    191,116
                    
                    
                    
                    166,036Total
      net revenues
                    
                    
                    4,039,397
                    
                    
                    
                    2,030,455Cost
      of revenues
                    
                    
                    1,997,109
                    
                    
                    
                    1,720,311GROSS
      PROFIT
                    
                    
                    2,042,288
                    
                    
                    
                    310,144OPERATING
      EXPENSESGeneral
      and Administration
                    
                    
                    452,968
                    
                    
                    
                    671,573Salaries
                    
                    
                    585,032
                    
                    
                    
                    367,530Rent
                    
                    
                    22,341
                    
                    
                    
                    21,501TOTAL
      OPERATING EXPENSES
                    
                    
                    1,060,341
                    
                    
                    
                    1,060,604NET
      INCOME (LOSS) FROM OPERATIONS
                    
                    
                    981,947
                    
                    
                    
                    (750,460
                    )Other
      income (expense)Interest
      expense
                    
                    
                    (174,166
                    )
                    
                    
                    (706,230
                    )Interest
      income
                    
                    
                    1,077
                    
                    
                    
                    3,828TOTAL
      OTHER INCOME (EXPENSE)
                    
                    
                    (173,088
                    )
                    
                    
                    (702,402
                    )INCOME
      (LOSS) FROM OPERATIONS before provision for income taxes
                    
                    
                    808,859
                    
                    
                    
                    (1,452,862
                    )Provision
      for income taxes
                    
                    
                    (317,177
                    )
                    
                    
                    (95,469
                    )NET
      INCOME (LOSS)
                    
                    $
                    491,682
                    
                    
                    $
                    (1,357,393
                    )Net
      income (loss) per share basic and diluted
                    
                    $
                    0.06
                    
                    
                    $
                    (0.16
                    )Weighted
      average number of sharesOutstanding
      during the period -basic
      and diluted
                    
                    
                    8,459,928
                    
                    
                    
                    8,425,484




See
accompanying notes to condensed consolidated financial
statements.




F-3






AMERICAN SURGICAL HOLDINGS, INC.(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR
      THE PERIOD ENDED MARCH 31, 2009(UNAUDITED)RetainedAdditional
                        
                        
                        
                        
                        
                        Earnings/
                        
                        
                        TotalPreferred
      Stock
                        
                        
                        Common
      Stock
                        
                        
                        Paid-in
                        
                        
                        Deferred
                        
                        
                        (Accumulated
                        
                        
                        Stockholders'Shares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Compensation
                        
                        
                        Deficit)
                        
                        
                        EquityBalances,
      December 31, 2008
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        8,425,484
                        
                        
                        $
                        8,425
                        
                        
                        $
                        3,295,226
                        
                        
                        $
                        (93,750
                        )
                        
                        $
                        (2,321,956
                        )
                        
                        $
                        887,945Common
      Stock issued in acquisition
                        
                        
                        
                        -
                        
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        19,900
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        20,000Deferred
      compensation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        12,500
                        
                        
                        
                        -
                        
                        
                        
                        12,500Options
      issued to officers
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        50,986
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        50,986Options
      issued to employees
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,929
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,929Options
      issued to directors
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        5,744
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        5,744Net
      Income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        491,682
                        
                        
                        
                        491,682Balances,
      March 31, 2009
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        8,525,484
                        
                        
                        $
                        8,525
                        
                        
                        $
                        3,374,785
                        
                        
                        $
                        (81,250
                        )
                        
                        $
                        (1,830,274
                        )
                        
                        $
                        1,471,786




See
accompanying notes to condensed consolidated financial
statements.






F-4




AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
      THE THREE MONTHS ENDED(UNAUDITED)MARCH
      31,
                          
                          
                          MARCH
      31,2009
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) income
                          
                          $
                          491,682
                          
                          
                          $
                          (1,357,393
                          )Adjustments
      to reconcile net (loss) income to net cash(used
      in) provided by operating activities:Depreciation
      and amortization
                          
                          
                          12,240
                          
                          
                          
                          9,973Provision
      for uncollectible accounts
                          
                          
                          (19,000
                          )
                          
                          
                          -Amortization
      of deferred financing costs
                          
                          
                          -
                          
                          
                          
                          182,380Amortization
      of discount of convertible notes payable
                          
                          
                          63,142
                          
                          
                          
                          420,908Deferred
      compensation
                          
                          
                          12,500
                          
                          
                          
                          12,500Options
      issued for services
                          
                          
                          2,929
                          
                          
                          
                          15,160Options
      issued to officers
                          
                          
                          50,986
                          
                          
                          
                          27,785Options
      issued to directors
                          
                          
                          5,744
                          
                          
                          
                          5,022Changes
      in operating assets and liabilities:(Increase)Decrease
      in accounts receivable, net
                          
                          
                          1,021,083
                          
                          
                          
                          (104,811
                          )(Increase)
      Decrease in advances to employees
                          
                          
                          (3,309
                          )
                          
                          
                          1,687(Increase)
      Decrease in prepaid expenses
                          
                          
                          (31,862
                          )
                          
                          
                          (1,241
                          )Increase
      (Decrease) in accounts payable and accrued expenses
                          
                          
                          97,268
                          
                          
                          
                          133,986Increase
      (Decrease) in accrued salaries
                          
                          
                          147,271
                          
                          
                          
                          102,398Increase
      (Decrease) in accrued taxes
                          
                          
                          317,177
                          
                          
                          
                          (95,471
                          )Net
      cash (used in) provided  by operating activities
                          
                          
                          2,167,851
                          
                          
                          
                          (647,117
                          )CASH
      FLOWS FROM INVESTING ACTIVITIES:(Increase)
      Decrease in restricted cash
                          
                          
                          305,973
                          
                          
                          
                          -Purchase
      of hospital contracts & non-compete
                          
                          
                          (50,000
                          )
                          
                          
                          -Net
      cash provided by investing activities
                          
                          
                          255,973
                          
                          
                          
                          -CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment
      of note payable from related party
                          
                          
                          (150,000
                          )
                          
                          
                          -Issuance
      of common stock
                          
                          
                          -
                          
                          
                          
                          -Repayment
      of convertible notes payable
                          
                          
                          (1,357,500
                          )
                          
                          
                          -Net
      Cash used in financing activities
                          
                          
                          (1,507,500
                          )
                          
                          
                          -NET
      INCREASE (DECREASE) IN CASH
                          
                          
                          916,324
                          
                          
                          
                          (647,117
                          )CASH
      AND CASH EQUIVALENTS AT BEGINNINGOF
      PERIOD
                          
                          
                          431,731
                          
                          
                          
                          1,145,359CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                          
                          $
                          1,348,055
                          
                          
                          $
                          498,242NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Cash
      paid for income taxes
                          
                          $
                          -
                          
                          
                          $
                          -Cash
      paid for interest expense
                          
                          $
                          120,489
                          
                          
                          $
                          -SUPLEMENTAL
      NON-CASH DISCLOSUREStock
      issued in acquisition
                          
                          $
                          20,000
                          
                          
                          $
                          -




See
accompanying notes to condensed consolidated financial
statements.


F-5


AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31,
2009


(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 Company’s audited
financial statements and the accompanying notes included in the Company’s Form
10-K for the year ended December 31, 2008, filed with the SEC. The results of
operations for the three month period ended March 31, 2009, are not necessarily
indicative of the results to be expected for any subsequent quarter or for the
entire fiscal year.





Organization




Through
our wholly owned subsidiary, ASA we provide professional surgical assistant
services to patients, surgeons, and healthcare institutions. Our high quality
services result in cost savings for patients, insurance carriers, hospitals,
surgeons, and healthcare institutions without compromising the quality of
service. We are certified by the Joint Commission.




Surgical
assistants are highly skilled, fully trained professionals credentialed through
an extensive process similar to that utilized to evaluate physicians. These
assistants are an integral part of the surgical team and they provide their
services to surgeons and their patients. These services include, but are not
limited to; identification of anatomical landmarks, securing blood vessels,
recognizing pathological situations and providing and securing adequate, safe
and proper assistance in exposure of the operative field, closure of the
surgical wound, and the application of casts and dressings. They also perform
other duties within the scope of their professional license as instructed or
delegated by the operating surgeon. ASA surgical assistants are trained in
general surgery, obstetrics and gynecology, orthopedic surgery, plastic surgery,
urology, cardiovascular surgery, neurosurgery and other surgical disciplines.
ASA’s recruiting strategies are designed to attract and retain surgical
assistant professionals from both domestic and international
sources.




We market
our services to hospitals, surgeons and healthcare facilities. Presently, we
provide service in Houston and Corpus Christi, Texas, Lawton, Oklahoma and
Suffolk, Virginia. We plan to extend our services to other healthcare facilities
in Texas and ultimately, we plan to offer our services throughout the
country.




Our
licensed and/or certified professionals work as full time salaried employees,
hourly employees or independent contractors. Currently, we have a total of
seventy three (73) surgical assistants, of which sixty two (62) are full or part
time employees and eleven (11) are independent contractors. We also have twelve
(12) full time administrative and billing employees.




The
majority of our revenue comes in the form of Service Fees paid by third party
insurers on behalf of their clients (the patients). A smaller percentage of
Service Fee revenue is generated from payments by the patients for deductibles
and co-pays not covered by the insurers and payments from patients who
self-insure. We generate additional revenue in the form of fees earned under
contracts for “On Call Coverage” from hospitals and other healthcare
facilities.




At the
end of 2008, our surgical assistants were on assignment at more than sixty (64)
hospitals and healthcare facilities throughout Texas, Oklahoma and Virginia. Our
hospital and healthcare facility clients utilize our services so that they can
effectively manage their surgical staffing needs without having to deal with
fluctuations due to attrition, new unit openings, seasonal patient census
variations, etc. and other short and long-term staffing needs. Our ability to
meet the clients’ specific staffing needs, our flexible staffing assignments,
and our reliable and superior customer service contribute to the facilities’
desire






F-6


AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (formerly
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF MARCH 31,
2009
 (UNAUDITED)


to enter
into service contracts with us to utilize our uniquely qualified and skilled
surgical assistant professionals, this dynamic and effective business model has
been developed over more than twenty years of continuous research and
improvement, monitoring the quality of service and examination of feedback from
our clients.




Basis
of Financial Statement Preparation





These
unaudited condensed consolidated financial statements of American Surgical
Holdings, Inc, and it subsidiaries should be read in the context of the
consolidated financial statements and notes thereto filed with the Securities
and Exchange Commission in the Company’s  2008 Annual Report on Form
10-K.  In the opinion of the Corporation, the information furnished herein
reflects all known accruals and adjustments necessary for a fair statement of
the results for the periods reported herein.  All such adjustments are of a
normal recurring nature. Intercompany transactions and balances have been
eliminated.





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.




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.




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-7




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


OF MARCH 31,
2009


(UNAUDITED)




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
company’s method for accounting for stock-based employee compensation and the
effect of the method on reported results.





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 Company’s 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 $59,659 for stock options earned for
the three months ended March 31, 2009.




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 Company’s outstanding
stock options and warrants was 8,391,000 at March
31, 2009 and 4,541,000 on March 31, 2008 were 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
period presentation.





Revenue
Recognition




The
Company recognizes revenue over the period the service is performed in
accordance with SEC Staff Accounting Bulletin




F-8





AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


OF MARCH 31,
2009


(UNAUDITED)







No. 104,
“Revenue Recognition in Financial Statements” (“SAB 104”). In general,
SAB 104 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists,
(2) delivery has occurred or services rendered, (3) the fee is fixed
and determinable and (4) collectability is reasonably assured.




Service
Fees, net are recorded based on established billing rates less estimated
discounts for insurance reimbursements and patient
payments.  Management also uses historical collection data to assure
the collectability of the resulting accounts receivable.  No revenue
is recorded for services performed for patients covered by Medicare and/or
Medicaid.




Established
billing rates are not the same as actual pricing. They generally do not reflect
what the Company is ultimately paid and therefore are not displayed in our
Consolidated Statements of Operations.  The Company is typically paid
amounts based on individual insurance company rates.




The
Company also recognizes Contract Fee Revenues billed under contracts with
hospitals for providing twenty-four hour a day on call coverage for these
hospitals.  These amounts are billed on a monthly basis throughout the
respective contract period as services are provided.




Allowance for Doubtful
Accounts




The
Company generally provides for an allowance against accounts receivable for an
amount that could become uncollectible whereby such receivables are reduced to
their estimated net realizable value.  The Company estimates this
allowance based on the aging of our accounts receivable, our historical
collection experience and other relevant factors.  There are various
factors that can impact the collection trends, such as changes in the number of
uninsured patients, the increased burden of co-payment to be made by patients
with insurance and business practices related to collection
efforts.  These factors continuously change and can have an impact on
collection trends and our estimation process.




The
Company evaluates the collectability of its receivables at least quarterly,
using various factors including the financial condition and payment history on
patient accounts, an overall review of collections experience on accounts and
other economic factors or events expected to affect the Company’s future
collections experience.




As part
of the evaluation discussed above concerning Service Fees Revenue and the
appropriate Collection Percentage, the Company determined that an allowance was
necessary at December 31, 2008 in the amount of $210,000 compared to a reserve
of $243,355 for the twelve months ended at December 31,
2007.   $190,000 of the $210,000 in 2008 and the $243,355 in 2007
were for estimated charge backs.




Recent
Accounting Pronouncements




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 entity's financial position, financial
performance, and cash flow. 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-9




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


OF MARCH 31,
2009


(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 Company’s 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 Company's financial
position.




In June
2008 the FASB ratified FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating Securities,” which
addresses whether instruments granted in share-based payment awards are
participating securities prior to vesting and, therefore, must be included in
the earnings allocation in calculating earnings per share under the two-class
method described in SFAS No. 128, “Earnings per Share.” FSP No. EITF 03-6-1
requires that unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend-equivalents be treated as participating
securities in calculating earnings per share. FSP  No. EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years, and shall
be applied retrospectively to all prior periods. We do not anticipate that the
adoption of FSP No. EITF 03-6-1 will have an effect on our previously reported
losses per share from 2007 to 2008.




In June
2008 the FASB ratified EITF No. 07-5, “Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock,” which requires that
an instrument’s contingent exercise provisions be analyzed first. If this
evaluation does not preclude consideration of an instrument as indexed to the
company’s own stock, the instrument’s settlement provisions are then analyzed.
EITF No. 07-5 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years, and requires reporting of a cumulative effect of a change in accounting
principle to retained earnings for all instruments existing at the effective
date to the balance of retained earnings. We currently do not anticipate
adoption of EITF No. 07-5 will have a significant effect on our
consolidated financial statements.




In June
2008 the FASB ratified EITF No. 08-3, “Accounting by Lessees for
Maintenance Deposits,” which specifies that maintenance deposits that are
contractually and substantively related to maintenance of leased assets, and
which are refundable only if
the lessee performs specified maintenance activities, shall be accounted for as
deposit assets. EITF No. 08-3 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, with recognition of a
cumulative effect of a change in accounting principle to the opening balance of
retained earnings for the first year presented.




F-10








AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


OF MARCH 31,
2009


UNAUDITED)







NOTE:
2 CONVERTIBLE NOTES PAYABLE





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 as a discount and is
amortized as interest expense over the life of the new warrants. The notes
payable to Note holders were extended in July 2008.




The
Company has agreed with Dawson James Securities, Inc., as the Note holders Agent
to the following revisions to the terms of the Notes and warrants:




●           The
Notes to be secured by the Company’s 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 Note holders.




●           The
Notes were to be secured by the Company’s accounts receivable and an assignment
of any proceeds received by the Company from any receipts for past claims from
legal action against or settlement with insurance carriers. The proceeds from
the legal actions would be given to the Note Holders.




●
            The
      Note Holders 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 is December 31, 2009 on any remaining balance and accrued
      interest.




●
            The
      Company will make a monthly payments into an escrow account (Restricted
      Cash) jointly controlled by the Company and Dawson James Securities
      Inc.





●
            A
      monthly installment of $117,000 beginning in April, 2009 will be for the
      benefit of the Note Holders and is to be distributed pro rata to the Note
      Holders. The timing of the distribution shall be determined by the terms
      of Amendment No. 1 to the Notes which stipulates Mandatory Quarterly
      Disbursements of Monthly Payments.  Within (10) days of the end
      of each calendar quarter, in addition to a mandatory Disbursement of
      the Threshold Amount.  Within twenty (20) days of the
      accumulated amounts available in the Escrow Fund from the Pay down
      Payments, Litigation Proceeds and Facility Proceeds, if any, reaching a
      minimum of $200,000 (the “Threshold Amount”) at any time, the Escrow Agent
      shall be required to disburse, at a minimum, the Threshold Amount to pay
      down interest due on the Principal Amount for each relevant calendar
      quarter and second, to pay down the Principal Amount outstanding under the
      Master Note. It also calls for Automatic Disbursements.  If on
      or before the Maturity Date the Company pays in full all amounts due under
      the Master Note, including the aggregate face principal amount of the
      Master Note, including the aggregate face principal amount of the Master
      Note an any accrued but unpaid interest
thereon.





●
            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 a
      unanimously consent by the independent members of the board of directors
      is obtained




F-11




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


OF MARCH 31, 2009


(UNAUDITED)




The $2.00
per share warrants issued in 2007 to the Note Holders upon the issuance of the
original notes has been modified as follows:




●
            The
      exercise price of the warrants issued to the Note Holders has been
      re-priced to $0.10 for half the warrants and to $0.75 for the remaining
      half of the warrants.




●
            If
      the Company fails to repay the Note Holders 50% or more of their principal
      by March 31, 2009, then the warrants price at $0.75 shall be re-priced to
      $.20 per share. The Company has treated the re-pricing 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 Note
Holders received new warrants in exchange for old warrants with 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.





●
            All
      warrants will expire four years from the execution date of the loan
      modification and any extension agreements
  thereof.




The Note
holders received new warrants in exchange for old warrants with 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 was expensed over the modification date (July 23,
2008) to March 31, 2009  The interpretation is from paragraph 51
of  SFAS 123R.





NOTE
3 BUSINESS ACQUISITIONS





During
February, 2009, we reached an agreement with Coastal Surgical Assistants in
Virginia to join the Company. The agreement became effective March 1,
2009.  The agreement gives the current owner $50,000 in cash upon
execution and an incentive bonus based on profits, a salary, and 50,000
shares of common stock and 50,000 shares of restricted shares vesting on the
first anniversary of the closing date.




NOTE
4 – EQUITY




Stock Options and
Warrants





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
                
                2.25%
      to 4.25%Dividend
      Yield
                
                $
                0Volatility
                
                28%
      To 280%Forfeiture
      Rate
                
                
                0




F-12




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(F/K/A
ASAH, CORP.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2009





Expected
life represents the period of time that options are expected to be outstanding
and is based on the Company’s 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.





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 Company’s 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 an expense of $59,659   for stock options
earned during the three months ended March 31, 2009.





The
following tables summarize all stock option grants as of December 31, 2008 and
March 31, 2009, and the related changes during these periods are presented
below.




Number
      of
                                  Options
                                
                                
                                Weighted
      Average Exercise PriceStock
      OptionsBalance
      at December 31, 2008
                                
                                
                                1,283,000
                                
                                
                                $
                                1.36Granted
                                
                                
                                3.850,000
                                
                                
                                
                                0.08ExercisedForfeited
                                
                                
                                -Balance
      at March 31, 2009
                                
                                
                                5,133,000
                                
                                
                                
                                0.40Options
      exercisable at March 31, 2009
                                
                                
                                1,038,137
                                
                                
                                $
                                1.36Weighted
      average fair value of options granted during 2009
                                
                                
                                
                                
                                
                                $
                                0.08




The
following tables summarize information about stock options for the Company
at March 31, 2009 and December 31, 2008:




March
      31, 2009 Options Outstanding
            
            Options
      ExercisableRange
      of Exercise Price
            
            Number
      Outstanding
              at
      March 31, 2009
            
            Weighted
      Average Remaining
              Contractual
      Life
            
            Weighted
      Average Exercise Price
            
            Number
      Exercisable
              at
      March 31, 2009
            
            Weighted
      Average Exercise Price$
            0.08
            
            3,850,000
            
            2.98
            $
            0.08
            
            31,644
            $
            0.08$
            1.00
      – 2.00
            
            1,203,000
            
            0.90
            $
            1.50
            
            926,493
            $
            1.20$
            2.01
      – 3.10
            
            80,000
            
            1.64
            $
            2.43
            
            80,000
            $
            2.43





December
      31, 2008 Options Outstanding
            
            Options
      ExercisableRange
      of Exercise Price
            
            Number
      Outstanding
              at
      December 31, 2008
            
            Weighted
      Average Remaining
              Contractual
      Life
            
            Weighted
      Average Exercise Price
            
            Number
      Exercisable
              at
      December 31, 2008
            
            Weighted
      Average Exercise Price$
            1.00
      – 2.00
            
            1,203,000
            
            1.05
            $
            1.29
            
            838,417
            $
            1.32$
            2.01
      – 3.10
            
            80,000
            
            1.89
            $
            2.43
            
            80,000
            $
            2.43








F-13




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(F/K/A
ASAH, CORP.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2009




The
following tables summarize all stock warrants granted the end of December 31,
2008 and March 31, 2009, and the related changes during these periods are
presented below.





Number
      of
                      Warrants
                    
                    
                    Weighted
      Average Exercise PriceStock WarrantsBalance
      at December 31, 2008
                    
                    
                    3,258,000
                    
                    
                    
                    2.00Granted
                    
                    -Exercised
                    
                    
                    -Forfeited
                    
                    
                    -Balance
      at March 31, 2009
                    
                    
                    3,258,000
                    
                    
                    
                    0.690Warrants
      exercisable at March 31, 2009
                    
                    
                    3,258,000
                    
                    
                    $
                    0.69Weighted
      average fair value of warrants granted during 2008
                    
                    
                    
                    
                    
                    
                    -





All
3,258,000 warrants are fully vested, exercisable and
non-forfeitable.




The
following tables summarize information about stock warrants for the Company
at March 31, 2009 and December 31, 2008:




March
      31, 2009 Warrants Outstanding
            
            Options
      ExercisableRange
      of Exercise Price
            
            Number
              Outstanding
      at December 31, 2008
            
            Weighted
      Average Remaining
              Contractual
      Life
            
            Weighted
      Average Exercise Price
            
            Number
      Exercisable
              at
      December 31, 2008
            
            Weighted
      Average Exercise Price$
            0.10-0.75
            
            2,715,000
            
            1.31
            $
            0.43
            
            2,715,000
            $
            0.43$
            2.00
            
            543,000
            
            2.18
            $
            2.00
            
            543,000
            $
            2.00





December
      31, 2008 Warrants Outstanding
            
            Warrants
      ExercisableRange
      of Exercise Price
            
            Number
              Outstanding
      at December 31, 2007
            
            Weighted
      Average Remaining
              Contractual
      Life
            
            Weighted
      Average Exercise Price
            
            Number
      Exercisable
              at
      December 31, 2007
            
            Weighted
      Average Exercise Price$
            0.10
      – 0.75
            
            2,715,000
            
            1.56
            $
            0.43
            
            2,715,000
            $
            0.43$
            2.00
            
            543,000
            
            2.42
            $
            2.00
            
            543,000
            $
            2.00













F-14




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(F/K/A
ASAH, CORP.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2009






NOTE
5 RELATED PARTY TRANSACTION




On March 29, 2009, the
President and shareholder of the Company inadvertently charged $10,667 on the
Company's credit card. Once noted on April 2, 2009, the President repaid the
Company in full.





NOTE
6 SUBSEQUENT EVENT




The Company signed in
April 2009 “Amendment No. 1 to Escrow Agreement”.   This
amendment pertains to the Escrow Agreement dated August 22, 2008 but effective
as of July 23, 2008.  The amendment is dated March 31,
2009.   The agreement combines the monthly payment of $65,000 and
$52,000 into one single payment of $117,000 each month which is due by
the 15th of the
month.  The amendment gives instructions on the release of funds in
the escrow account:





Mandatory
Quarterly Disbursements of Monthly Payments.  Within (10) days of the
end of each calendar quarter, the Escrow Agent shall be required to disburse the
accumulated Monthly Payments to first pay down interest due on the Principal
Amount for each relevant calendar quarter and second, to pay down the Principal
Amount outstanding under the Master Note.





Mandatory
Disbursements of Threshold Amount.  Within twenty (20) days of the
accumulated amounts available in the Escrow Fund from the Pay down Payments,
Litigation Proceeds and Facility Proceeds, if any, reaching a minimum of
$200,000 (the “Threshold Amount”) at any time, the Escrow Agent shall be
required to disburse, at a minimum, the Threshold Amount to pay down interest
due on the Principal Amount for each relevant calendar quarter and second, to
pay down the Principal Amount outstanding under the Master Note.





Automatic
Disbursements.  If on or before the Maturity Date the Company pays in
full all amounts due under the Master Note, including the aggregate face
principal amount of the Master Note, including the aggregate face principal
amount of the Master Note an any accrued but unpaid interest
thereon,




April,
2009, the Company’s compensation committee recommended and it was unanimously
approved by the independent board of directors $300,000 of bonuses to the four
principals, CFO and the billing department.  The billing department
personnel would to receive their bonuses in April.  The four
principals and the CFO are to receive their bonuses over a three month period
with 60% paid the first month and the remaining 40% to be paid over the next two
months provided certain milestones were met.

























F-15




Item
2.  Management’s 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 management’s
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-Q 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 Management’s Discussion, Analysis, and Plan of Operation highlights
the principal factors that have affected the Company’s financial condition and
results of operations as well as the Company’s liquidity and capital resources
for the period ending March 31, 2009, with their explanatory notes included as
part of this Form 10-Q, and our Management’s Discussion, Analysis, and Plan of
Operation for the twelve months ended December 31, 2008 included in our Form
10-K.





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.  This function was transferred to ASA in
2008.  ATS is currently dormant.





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 MARCH 31, 2009 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2008




Revenues




Net
Revenues almost doubled (99% increase) or an increase of $2,008,942for the
three months ended March 31, 2009 over the same period ended March 31,
2008.    The steps management took in 2008 in eliminating
contracts with insurance companies, improved billing and increase procedures
were responsible for the increase.   The Company signed a
contract with a third party at the end of 2008 that took effect in the beginning
of 2009 which facilitated reimbursement.  Finally, our billable
procedures increase 25% in the first quarter of 2009 versus
2008.







1






Cost
of Revenue




Our Cost
of Revenue (“COR”) increased 16% or $276,798for the
three months ended March 31, 2009 as compared to the three months ended March
31, 2008.  The Company experienced a 25% increase in procedures and a
16% increase in Cost of Revenue due to improved utilization of surgical
assistants.




Gross
Profit





Gross
profit increased 558% or $1,732,144for the
three months ended March 31, 2009 over the same period ended March 31,
2008.  The increase in 2009 is due to higher net revenue and lower
cost of revenue.  The improvement is due to steps management took in
2008, these improvements included better utilization of available manpower,
cancellation of unfavorable contracts, and a 25% increase in the number of
procedures performed in 2009 over 2008.




Operating
Expenses





Total
operating expenses during the first quarter of 2009 were $1,060,341 compared to
$1,060,604
during the first quarter of 2008, a decreaseof $263.Salaries have increased
in the first quarter of 2009 versus the first quarter of 2008 due to new
employees hired which was made necessary by the increase in
business The increase in salaries was offset by the decrease
in general and administrative expenses.   The steps management
took in 2008 were the key in keeping the overall operating expenses in line with
the previous year.





Operating
Results as a Percentage of Net Revenue





The Table
below provides a brief recap of operating results for the three months ended
March 31, 2009 and 2008 expressed as a percentage of Net Revenue.




For
      the quarters endedMarch
      312009
                  
                  2008Revenues,
      net
                  
                  100%
                  
                  100%Cost
      of Revenues
                  
                  50%
                  
                  85%Gross
      Profit
                  
                  50%
                  
                  15%Operating
      Expenses
                  
                  27%
                  
                  52%Net
      Loss from Operations
                  
                  23%
                  
                  -37%Other
      (Expense) Income
                  
                  -4%
                  
                  -35%Loss
      from Operations
                  
                  19%
                  
                  -72%Provision
      for Income Taxes
                  
                  -8%
                  
                  5%Net
      Income (Loss)
                  
                  11%
                  
                  -67%







2




LIQUIDITY
AND CAPITAL RESOURCES




As of
March 31, 2009, the Company had $1,348,055 in cash and cash equivalents on hand
compared to $431,731 on hand at December 31, 2008.  Our working
capital (defined as current assets less current liabilities) for the three
months ended at March 31, 2009 was 1,358,330 compared
to $832,248at December 31,
2008.




Our
operating activities provided cash of 2,187,751 for the three months ended March
31, 2009 compared to cash used in operations of $647,117 for the same period in
2008.




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-backs for the first quarter have been substantially less than the
first quarter in 2008.





The
Company paid $150,000 note to related party and one half of the $2,815,000 note
in March 2009.




Outlook




The
revenue for the first quarter has historically been low and it increases in the
succeeding quarters.    Management feels this is due to
insured patients having their surgeries done in the fourth quarter due to the
deductible on their insurance policies.  The first quarter in 2009 has
been an exception.   Revenue for the first quarter of 2009 is
almost double that of the same quarter for the previous three
years.   Listed below are our revenues for the first
quarter.




·
            2006
      - $2,235,926




·
            2007
      - $2,571,275




·
            2008
      - $2,030,455




·
            2009
      - $4,039,397




Management
in 2008 and continuing in 2009 has made a number of changes to improve
sales:




·
            The
      cancellation of the unfavorable insurance
  contracts.




·
            An
      increase of 25% in billable procedures in the first quarter of 2009 versus
      the first quarter of 2008.




·
            The
      signing of a contract with a third party to facilitate
      payments.




·
            Additional
      surgical procedures per employee.




·
            Revamping
      of the billing and appeals procedures at the
  Company.




·
            Addition
      of two new hospitals in Virginia beginning March 1,
  2009.




The net
income (after taxes, and interest) has also increased in the first quarter of
2009.  Listed below are the net incomes for the first quarter for the
last four years.




·
            2006
      -
$      260,395




·
            2007
      -
$    (138,183)




·
            2008
      - $ (1,357,393)




·
            2009
      -
$      491,682




Demand
for our surgical assistants services continue to grow.  The Company
expects the trends beginning in the second, third and fourth quarter of 2008 and
the first quarter of 2009 to continue.  Management will continue to
focus on monitoring the areas we can control by continuing to provide high value
service to our clients at a reasonable price. We continue to monitor our
expenses.






3




Critical
Accounting Policies




The
Company’s significant accounting policies are summarized in Note 1 of the
Company’s Condensed Consolidated Financial Statements included herein. Policies
determined to be significant are those policies that have the greatest impact on
the Company’s 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
Company’s 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 Company’s 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 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 entity's financial position, financial
performance, and cash flow. 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 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 Company’s 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 Company's financial position.




In June
2008 the FASB ratified FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating Securities,” which
addresses whether instruments granted in share-based payment awards are
participating securities prior to vesting and, therefore, must be included in
the earnings allocation in calculating earnings per share under the two-class
method described in SFAS No. 128, “Earnings per Share.” FSP No. EITF 03-6-1
requires that unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend-equivalents be treated as participating
securities in calculating earnings per share. FSP  No. EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years, and shall
be applied retrospectively to all prior periods. We do not anticipate that the
adoption of FSP No. EITF 03-6-1 will have an effect on our previously reported
losses per share from 2007 to 2008.






4






In June
2008 the FASB ratified EITF No. 07-5, “Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock,” which requires that
an instrument’s contingent exercise provisions be analyzed first. If this
evaluation does not preclude consideration of an instrument as indexed to the
company’s own stock, the instrument’s settlement provisions are then analyzed.
EITF No. 07-5 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years, and requires reporting of a cumulative effect of a change in accounting
principle to retained earnings for all instruments existing at the effective
date to the balance of retained earnings. We currently do not anticipate
adoption of EITF No. 07-5 will have a significant effect on our
consolidated financial statements.




In June
2008 the FASB ratified EITF No. 08-3, “Accounting by Lessees for
Maintenance Deposits,” which specifies that maintenance deposits that are
contractually and substantively related to maintenance of leased assets, and
which are refundable only if the lessee performs specified maintenance
activities, shall be accounted for as deposit assets. EITF No. 08-3 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, with recognition of a cumulative effect of a change in
accounting principle to the opening balance of retained earnings for the first
year presented.




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 first fiscal quarter 2009 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 March 31, 2009.





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
continues to evaluate our internal controls over financial reporting in 2009 as
we implement our Sarbanes Oxley Act; we are continually testing our internal
controls.








5




PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened against the
Company, there are multiple law suits filed at both state and federal
levels by the Company against insurance carriers.




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


In
February, 2009, we reached an agreement with Coastal Surgical Assistants in
Virginia to join the Company. The agreement became effective March 1,
2009.  The agreement gives the current owner $50,000 in cash upon
execution and an incentive bonus based on profits., a salary, and 50,000
shares of common stock and 50,000 shares of restricted shares to become vested
on the first anniversary of the closing date.







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






6






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:
      May 15, 2009
            By:
            /s/
      ZAK W.
      ELGAMALZak
      W. ElgamalChairman
      & Chief Executive Officer
              and
      Principal Executive OfficerDate:
      May 15,  2009
            By:
            /s/
      JAMES A.
      LONGAKERJames
      A. LongakerChief
      Financial Officer and
              Principal
      Accounting Officer