**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**


**(Mark
      One)**




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




**For
      the quarterly period ended September 30, 2007**


**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 Street,  Suite #250**
              **Houston,
                Texas**
            **77036-7852**(Address
                of principal executive offices)
            (Zip
                Code)




**(713)
      779-9800**


(Registrant’s
      telephone number, including area code)




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







Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the issuer was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days. Yes x No
o




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





As
      of
      November 19, 2007 there were 8,425,484 shares of common stock issued and
      outstanding.











**AMERICAN
      SURGICAL HOLDINGS, INC.**


**FORM
      10QSB**


**SEPTEMBER
      30, 2007**





**INDEX**







**PART
      I-- FINANCIAL INFORMATION**




Item
                1.
            Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial ConditionItem
                3.
            Control
                and Procedures




**PART
      II-- OTHER INFORMATION**




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




**SIGNATURE**




**Item
      1. Financial Statements**















**AMERICAN
        SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
        ASAH Corp.)**
 **CONDENSED
        CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF SEPTEMBER 30, 2007**
 **(UNAUDITED)**


**AMERICAN
        SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
        ASAH Corp.)**
 
 
 
 **CONTENTS**
 
 
 PAGE
              1
              CONDENSED
                  CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2007 (UNAUDITED)
                  AND
                  DECEMBER 31, 2006 (AUDITED)PAGE
              2
              CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS
                  ENDED
                  SEPTEMBER 30, 2007 AND 2006 (UNAUDITED)PAGE
              3
              CONDENSED
                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
                  (UNAUDITED)PAGE
              4
              CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED
                  SEPTEMBER
                  30, 2007 AND 2006 (UNAUDITED)PAGES
              5
                  -
                  11
              NOTES
                  TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (UNAUDITED)






**AMERICAN
        SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
        ASAH Corp.)**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 **AS
        OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006**




**ASSETS**SEPTEMBER30,
                2007
                (UNAUDITED)
              
              
              DECEMBER
                  31,
                2006
                (AUDITED)**CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              2,025,720
              
              
              $
              1,387,016Accounts
                  receivable, net
              
              
              4,069,119
              
              
              
              2,025,769Advances
                  to employees
              
              
              20,467
              
              
              
              6,000Prepaid
                  expenses and other current assets
              
              
              144,350
              
              
              
              61,902**TOTAL
                  CURRENT ASSETS**
              
              
              6,259,656
              
              
              
              3,480,687**PROPERTY
                  AND EQUIPMENT, NET**
              
              
              100,270
              
              
              
              102,129**DEFERRED
                  FINANCING COSTS, NET**
              
              
              504,899
              
              
              
              -**TOTAL
                  ASSETS**
              
              $
              6,864,825
              
              
              $
              3,582,816**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              696,054
              
              
              $
              297,597Accrued
                  income tax payable
              
              
              -
              
              
              
              466,492Deferred
                  income tax
              
              
              613,785
              
              
              
              651,827Notes
                  Payable, net of unamortized discount of $1,162,116 and $0
              
              
              1,552,884
              
              
              
              -**TOTAL  LIABILITIES**
              
              
              2,862,723
              
              
              
              1,415,916**STOCKHOLDERS’
                  EQUITY**Preferred
                  stock, $0.001 par value, 10,000,000 shares authorized, none issued
                  and
                  outstanding
              
              
              -
              
              
              
              -Common
                  stock, $0.001 par value, 100,000,000 shares authorized, 8,425,484
                  and
                  8,300,484 shares issued and outstanding, respectively
              
              
              8,425
              
              
              
              8,300Additional
                  paid-in capital
              
              
              3,091,386
              
              
              
              513,143Deferred
                  compensation
              
              
              (415,512
              )
              
              
              (193,750
              )Retained
                  earnings
              
              
              1,317,803
              
              
              
              1,839,207Total
                  Stockholders’ Equity
              
              
              4,002,102
              
              
              
              2,166,900**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY**
              
              $
              6,864,825
              
              
              $
              3,582,816






See
        accompanying notes to condensed consolidated financial
        statements.






1




**AMERICAN
        SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
        ASAH Corp.)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(UNAUDITED)**




FOR
                  THE THREE MONTHS ENDED
              
              
              FOR
                  THE THREE MONTHS ENDED
              
              
              FOR
                  THE NINE MONTHS ENDED
              
              
              FOR
                  THE NINE MONTHS ENDEDSEPTEMBER
                  30, 2007
              
              
              SEPTEMBER
                  30, 2006
              
              
              SEPTEMBER
                  30, 2007
              
              
              SEPTEMBER
                  30, 2006**REVENUES,
                  NET**
              
              $
              3,635,123
              
              
              $
              2,380,186
              
              
              $
              8,712,023
              
              
              $
              7,295,022**COST
                  OF REVENUES**
              
              
              1,761,419
              
              
              
              1,894,602
              
              
              
              5,141,728
              
              
              
              5,120,441**GROSS
                  PROFIT**
              
              
              1,873,704
              
              
              
              485,584
              
              
              
              3,570,295
              
              
              
              2,174,581**OPERATING
                  EXPENSES****Salaries**
              
              
              466,556
              
              
              
              249,258
              
              
              
              1,443,191
              
              
              
              648,542**General
                  and administrative**
              
              
              628,217
              
              
              
              123,340
              
              
              
              1,815,531
              
              
              
              443,5368**Total
                  Operating Expenses**
              
              
              1,094,773
              
              
              
              372,598
              
              
              
              3,258,722
              
              
              
              1,092,078**NET
                  INCOME FROM OPERATIONS**
              
              
              778,931
              
              
              
              112,986
              
              
              
              311,573
              
              
              
              1,082,503**OTHER
                  (EXPENSE) INCOME****Interest
                  expense**
              
              
              (690,535
              )
              
              
              -
              
              
              
              (792,952
              )
              
              
              -**Interest
                  income**
              
              
              21,737
              
              
              
              3,386
              
              
              
              30,849
              
              
              
              6,240**Total
                  Other (Expense) Income**
              
              
              (668,798
              )
              
              
              3,386
              
              
              
              (762,103
              )
              
              
              6,240**INCOME
                  (LOSS) FROM OPERATIONS**
              
              
              110,133
              
              
              
              116,372
              
              
              
              (450,530
              )
              
              
              1,088,743Provision
                  for Income Taxes
              
              
              (189,860
              )
              
              
              (69,744
              )
              
              
              (70,874
              )
              
              
              (448,585
              )**NET
                  (LOSS) INCOME**
              
              $
              (79,727
              )
              
              $
              46,628
              
              
              $
              (521,404
              )
              
              $
              640,159Net
                  (loss) income per share – basic and diluted
              
              $
              (.01
              )
              
              $
              .01
              
              
              $
              (.06
              )
              
              $
              .08Weighted
                  average number of shares outstanding during the period – basic and
                  diluted
              
              
              8,425,484
              
              
              
              8,299,541
              
              
              
              8,412,938
              
              
              
              8,295,552








See
        accompanying notes to condensed consolidated financial
        statements.






2




**AMERICAN
        SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
        ASAH Corp.)**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**
 **FOR
        THE PERIOD ENDED SEPTEMBER 30, 2007**
 **(UNAUDITED)**




Preferred
                  Stock
              
              
              Common
                  Stock
              
              
              Additional
                  Paid-In
              
              
              Deferred
              
              
              RetainedShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Compensation
              
              
              Earnings
              
              
              TotalBalances,
                  December 31, 2006
              
              
              -
              
              
              
              -
              
              
              
              8,300,484
              
              
              
              8,300
              
              
              
              513,143
              
              
              
              (193,750
              )
              
              
              1,839,207
              
              
              
              2,166,900Shares
                  issued for services
              
              
              -
              
              
              
              -
              
              
              
              100,000
              
              
              
              100
              
              
              
              219,900
              
              
              
              (55,005
              )
              
              
              -
              
              
              
              164,995Shares
                  issued for Director Fees
              
              
              -
              
              
              
              -
              
              
              
              25,000
              
              
              
              25
              
              
              
              54,975
              
              
              
              -
              
              
              
              -
              
              
              
              55,000Options
                  issued for services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              66,629
              
              
              
              (35,373
              )
              
              
              -
              
              
              
              31,256Options
                  issued to Directors
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              57,131
              
              
              
              (25,844
              )
              
              
              -
              
              
              
              31,287Options
                  issued to officers
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              222,280
              
              
              
              (143,040
              )
              
              
              -
              
              
              
              79,240Deferred
                  Compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              37,250
              
              
              
              -
              
              
              
              37,250Warrants
                  issued – Private Placement Memorandum
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,957,328
              
              
              
              -
              
              
              
              -
              
              
              
              1,957,328Net
                  Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (521,404
              )
              
              
              (521,404
              )Balances,
                  September 30, 2007
              
              
              -
              
              
              $
              -
              
              
              
              8,425,484
              
              
              $
              8,425
              
              
              $
              3,091,386
              
              
              $
              (415,512
              )
              
              $
              1,317,803
              
              
              $
              4,002,102




See
        accompanying notes to condensed consolidated financial
        statements.








3




**AMERICAN
        SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
        ASAH Corp.)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE NINE MONTHS ENDED**
 **(UNAUDITED)**




SEPTEMBER
                  30, 2007
              
              
              SEPTEMBER
                  30, 2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  (loss) income
              
              $
              (521,404
              )
              
              $
              640,159Adjustments
                  to reconcile net (loss) income to net cash provided by (used in)
                  operating
                  activities:Depreciation
                  and amortization
              
              
              27,705
              
              
              
              22,104Amortization
                  of deferred financing costs
              
              
              208,317
              
              
              
              -Provision
                  for uncollectible accounts
              
              
              -
              
              
              
              (17,500
              )Amortization
                  of discount on Notes Payable
              
              
              468,990
              
              
              
              -Deferred
                  compensation
              
              
              37,500
              
              
              
              37,500Common
                  stock issued for services
              
              
              164,995
              
              
              
              -Common
                  stock issued for Director fees
              
              
              55,000
              
              
              
              -Value
                  of options issued for services
              
              
              31,256
              
              
              
              -Value
                  of options issued to officers
              
              
              79,240
              
              
              
              -Value
                  of options issued for Director fees
              
              
              31,287
              
              
              
              -Changes
                  in operating assets and liabilities:(Increase)
                  Decrease in accounts receivable, net
              
              
              (2,043,350
              )
              
              
              285,860(Increase)
                  Decrease in advances to employees
              
              
              (14,467
              )
              
              
              (7,367
              )(Increase)
                  Decrease in prepaid expenses and other current assets
              
              
              (82,448
              )
              
              
              (23,334
              )Increase
                  (Decrease) in accounts payable and accrued expenses
              
              
              398,457
              
              
              
              183,555Increase
                  (Decrease) in accrued taxes
              
              
              (504,534
              )
              
              
              443,515Net
                  Cash (Used In) Provided By Operating Activities
              
              
              (1,663,456
              )
              
              
              1,564,492**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Purchase
                  of property and equipment
              
              
              (25,846
              )
              
              
              (62,506
              )Net
                  Cash (Used In) Provided By Investing Activities
              
              
              (25,846
              )
              
              
              (62,506
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                  from issuance of common stock
              
              
              -
              
              
              
              30,002Bank
                  overdraft
              
              
              -
              
              
              
              (35,352
              )Repayment
                  of loan payable – related party
              
              
              -
              
              
              
              (90,000
              )Proceeds
                  from loan from related party
              
              
              -
              
              
              
              5,000Proceeds
                  from increase in Notes Payable
              
              
              2,328,006
              
              
              
              -Net
                  Cash (Used In) Provided By Financing Activities
              
              
              2,328,006
              
              
              
              (90,350
              )**NET
                  INCREASE (DECREASE) IN CASH**
              
              
              638,704
              
              
              
              1,411,636**CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
              
              
              1,387,016
              
              
              
              133,194**CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD**
              
              $
              2,025,720
              
              
              $
              1,544,830**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                  paid for income taxes
              
              $
              575,444
              
              
              $
              -Cash
                  paid for interest expense
              
              $
              -
              
              
              $
              118




See
        accompanying notes to condensed consolidated financial
        statements.




4


**AMERICAN
        SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
        ASAH Corp.)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**




**NOTE 1—BASIS OF PRESENTATION**
 
 The
        accompanying unaudited, condensed, consolidated financial statements have
        been
        prepared in accordance with generally accepted accounting principles in the
        United States of America (“U. S. GAAP”) for interim financial information and
        the instructions to Form 10-QSB and item 310 under subpart A of Regulation
        S-B.
        Accordingly, they do not include all of the information and footnotes required
        by U. S. GAAP for complete financial statements. In the opinion of management,
        all adjustments (consisting only of normal occurring accruals) considered
        necessary to present fairly the financial statements of the Company have
        been
        included.
 
 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-KSB for the year ended December 31, 2006, filed with the SEC. The results
        of
        operations for the three and nine month periods ended September 30, 2007
        and
        2006, are not necessarily indicative of the results to be expected for any
        subsequent quarter or for the entire fiscal year.
 
 **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 significantly
        impact the 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.
 
 **Stock
        Consolidations**
 
 The
        Company completed a 1 for 1.75 common stock consolidation in January 2007
        and a
        1 for 2 common stock consolidation in April 2007.  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.
 
 **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.
 5
 **AMERICAN
            SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
            ASAH Corp.)**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
            OF SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
 **Convertible
          Notes**
 The
          Company is accounting for the unsecured promissory notes (the “Notes”) issued
          pursuant to the Private Placement Memorandum (the “PPM”) discussed in Note 4
          following under EITF 00-27, *‘‘Application of Issue 98-5 to Certain
          Convertible Instruments’’*.  While the embedded conversion options
          are not required to be bifurcated, the Notes do contain a contingent beneficial
          conversion feature.  As discussed further in Note 4, the Note holders
          have the right to convert their Notes prior to the maturity date if the
          Company
          commences a Qualified Offering.
 
 **Discount
        on Notes Payable**
 
 A
        discount with respect to the Notes issued during the period ended September
        30,
        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 PPM discussed in Note 4.
 
 **Deferred
        Financing Costs**
 
 In
        connection with the PPM discussed at Note 4, the Company incurred Deferred
        Offering Costs including commissions paid to the placement agent, legal fees,
        blue sky fees and the fair value of the warrants issued to the placement
        agent.
 
 **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 utilized 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 option pricing 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 option pricing 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.
   6
 **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
 The
        fair
        market value of the stock options and warrants at the date of grant was
        estimated using the Black-Scholes option-pricing model with the following
        assumptions:
  Expected
                    Life
                1
                    to 5 yearsInterest
                    Rates
                4.25%
                    to 4.99%Dividend
                    Yield
                $0Volatility
                28%
                    to 73%Forfeiture
                    Rate
                0
 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.
 
 **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.  As of September 30, 2006 the Company does not have
                  any dilutive securities outstanding. As of September 30, 2007,
                  the assumed
                  exercise of 4,541,000 outstanding stock options and warrants was
                  excluded
                  from the computation of diluted earnings per share because their
                  effect
                  was anti-dilutive.
 
 **Recent
        accounting pronouncements**
 
 In
        July
        2006, the FASB issued FASB Interpretation No. 48, *Accounting for Uncertainty
        in Income Taxes - an Interpretation of FASB Statement No. 109*(“FIN 48”).
        FIN 48 is intended to reduce the diversity encountered in practice with regard
        to certain aspects of the recognition and measurement related to accounting
        for
        income taxes, and to clarify the accounting and disclosure for uncertainty
        in
        tax positions. FIN 48 introduces a new and more comprehensive model of
        accounting and reporting for a number of tax positions routinely taken by
        corporations when filing their tax returns. FIN 48 prescribes a recognition
        threshold of more-likely-than-not, and a measurement attribute for all tax
        positions taken or expected to be taken on a tax return, in order for those
        tax
        positions to be recognized in the financial statements. Effective
        January 1, 2007, we adopted the provisions of FIN 48 and there was no
        material effect on the financial statements. As a result, there was no
        cumulative effect related to adopting FIN 48.
   7
 **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
 In
        September 2006, the FASB issued SFAS No. 157, *Fair Value Measurements*(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework
        for measuring fair value under GAAP, expands the required disclosures regarding
        fair value measurements, and applies to other accounting pronouncements that
        either require or permit fair value measurements. SFAS No. 157 is effective
        for
        fiscal years beginning after November 15, 2007, and for interim periods within
        those fiscal years, with early adoption encouraged. SFAS No. 157 is to be
        applied prospectively, with a limited form of retrospective application for
        several financial instruments. The Company adopted SFAS No. 157 on January
        1,
        2007, and currently believes that its adoption will not have a material effect
        on the Company’s financial position, operations or cash flows.
 
 In
        February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
        Financial Assets and Financial Liabilities*. SFAS No. 159 allows a company
        to choose to measure many financial assets and financial liabilities at fair
        value. Unrealized gains and losses on items for which the fair value option
        has
        been elected are reported in earnings. SFAS No. 159 is effective for fiscal
        years beginning after November 15, 2007. Therefore, the Company is required
        to adopt SFAS No. 159 by the first quarter of 2008. The Company is currently
        evaluating the requirements of SFAS No. 159 and the potential impact on the
        Company’s financial statements.
 
 In
        September 2006, the SEC issued Staff Accounting Bulletin No. 108,
*Considering the Effects of Prior Year Misstatements when Quantifying
        Misstatements in Current Year Financial Statements*(“SAB No. 108”). SAB No.
        108 provides guidance in considering the effects of prior year misstatements
        in
        the quantification of current year misstatements, for the purpose of determining
        whether the current year’s financial statements are materially misstated. SAB
        No. 108 is effective for fiscal years ending after November 15, 2006. The
        adoption of SAB No. 108 has not had a material impact on the Company’s financial
        position, operations or cash flows.
 
 In
        December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2,
*Accounting for Registration Payment Arrangements*(“FSP EITF 00-19-2”).
        FSP EITF 00-19-2 clarifies that a registration payment arrangement and the
        financial instrument(s) relating to that arrangement should be separately
        measured and recognized in an entity’s financial statements, according to the
        appropriate GAAP for each, rather than treated as a unit. Specifically, FSP
        EITF
        00-19-2 states that the financial instrument(s) should be recorded in the
        financial statements using appropriate GAAP without regard to contingent
        obligations in respect of a registration payment arrangement. FSP EITF 00-19-2
        is effective immediately for registration payment arrangements and related
        financial instruments that are entered into or modified after December 21,
        2006.
        For registration payment arrangements and related financial instruments that
        were entered into prior to December 21, 2006, and that continue to be
        outstanding at the beginning of the period of adoption, transition is to
        be
        achieved by reporting a change in accounting principle through a
        cumulative-effect adjustment to the opening balance of retained earnings
        as of
        the first interim period for the fiscal year in which FSP EITF 00-19-2 is
        adopted. Early adoption of FSP EITF 00-19-2 is permitted for interim or annual
        periods for which financial statements or interim reports have not been issued.
        Retrospective application is not permitted. The Company has chosen to adopt
        FSP
        EITF 00-19-2 in the fourth quarter of the year ending December 31, 2006.
        The
        Company’s adoption of EITF 00-19 in 2006 has not had a material effect on its
        financial position, operations or cash flow.
   8
 **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
 **NOTE
        2 – RESTATEMENT**
 
 
 In
          March
          2007, the Company finalized its compensation arrangements with Messrs.
          Elgamal
          and Olmo-Rivas, which included payments to corporate entities related to
          these
          individuals.  As part of the new arrangements, certain employees who
          are related to Messrs. Elgamal and Olmo-Rivas were transferred
          to  these corporate entities. In November 2007, the Company discovered
          several errors in its payroll processing, as these employees continued
          to be
          erroneously paid by the Company following their separation in an amount
          of
          approximately $104,000. After the error was discovered by the Company,
          these
          employees were removed from the Company’s payroll and amounts erroneously paid
          to these employees since March 2007, were repaid in full in November 2007.
          Additionally it was discovered that during 2007 certain significant shareholder
          employees  were erroneously paid an amount over their contracted
          remuneration. These amounts, totaling $38,000, were repaid in full in November
          2007.
 
 As
          a
          result of these adjustments, the Company is required to restate its financial
          statements in the Form 10-QSB for the period ended June 30, 2007 with a
          net
          reduction in its reported loss of approximately $63,000.  On November
          20, 2007, the Company filed a Form 8-K disclosing that the Company’s financial
          statements set forth in the Form 10-QSB for the quarter ended June 30,
          2007
          should no longer be relied upon, and that the financial statements presented
          in
          the Form 10-QSB/A the Company plans to file will supersede such prior financial
          statements.
 Included
        in Prepaid Expenses and other current assets is $132,089 of Prepaid Compensation
        – Related Parties.
 
 **NOTE
        3 – EQUITY**
 
 In
        January 2007, the Company entered into a six-month agreement with Hawk
        Associates, Inc. (“Hawk”) to provide investor relations services for the
        Company. In addition to monetary compensation, the Company granted Hawk 30,000
        five year warrants to purchase shares of the Company’s common stock at a price
        of $3.10 per share.  The value of these warrants was determined by
        management using the Black-Scholes option pricing model to be
        $5,990.
 
 In
        January 2007, the Company renewed for a one-year term an agreement for strategic
        planning and consulting services with Global Business Resources
        (“Global”).  In addition to monetary compensation, the Company granted
        Global 100,000 shares of common stock.  The value of this grant of
        stock was determined by management to be $220,000 based on the fair value
        of the
        stock on the date of the grant. Such shares were issued in reliance on an
        exemption from registration under Section 4(2) of the Securities Act of
        1933.  No placement agent was used for this transaction.
 
 In
        March
        2007, Mr. Elgama**l** and Mr. Olmo-Rivas were each granted 500,000
        options to purchase the Company’s common stock. These options vest ratably over
        3 years.  The value of these options was determined by management
        using the Black-Scholes option pricing model to be $222,280.
 
 In
        March
        2007, the Company issued 25,000 shares of common stock to Henry Y. L. Toh
        as
        part of his inaugural Director Fees.  The Company valued these shares
        using the Black-Scholes option pricing model at $55,000 based on the fair
        value
        of the stock on the date of grant.  Such shares were issued in
        reliance on an exemption from registration under Section 4(2) of the Securities
        Act of 1933.  No placement agent was used for this
        transaction.
  Messrs.
            Elgamal, Olmo-Rivas, Chamberlain and Chapa have consulting agreements
            with the
            Company, which provide for an option to purchase 5% of any shares issued
            by the
            Company during the terms of these agreements at a price equal to 25%
            of the
            closing price on the date the shares are issued by the
            Company.  Messrs. Elgamal, Olmo-Rivas, Chamberlain and Chapa have
            waived their rights to these options for the nine months ended September
            30,
            2007.
  9
 **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
 Additionally,
        as part of his inaugural Director Fees, Mr. Toh was issued 75,000 stock options
        to purchase the Company’s common stock.  The options vest ratably over
        3 years.  The value of these options was determined by management
        using the Black-Scholes option pricing model to be $40,166.
 
 In
        April
        2007, the Company issued 25,000 options to purchase the Company’s common stock
        to Dr. Bailey and 25,000 options to Dr. Kleinman as Director
        Fees.  The value of these 50,000 options was determined by management
        using the Black-Scholes option pricing model to be $16,964.
 
 In
        May
        2007, the Company entered into a one-year agreement with Equity Communications
        LLC (“EC”) to provide investor relations services for the
        Company.  Under the terms of the contract, the Company will pay EC
        monetary compensation and the Company granted EC 128,000 options to purchase
        the
        Company’s common stock.  The options vest over the one-year period of
        the contract.  The Company has the right to cancel all but 25,600
        options at its discretion prior to November 1, 2007, as extended to December
        31,
        2007.  The value of the options was determined by management using the
        Black-Scholes option pricing model to be $60,639.
 
 **NOTE
        4 – PRIVATE PLACEMENT MEMORANDUM**
 
 Basic
        Terms
 
 In
        May
        2007, the Company began offering for sale a limited number of Units pursuant
        to
        the PPM.  Each Unit consisted of (i) a one year 15% interest bearing
        unsecured promissory note in the principal amount of $100,000 and (ii) a
        warrant
        to purchase 100,000 shares of the Company’s common stock at an exercise price of
        $2.00 per share (the Warrants”).
 
 Dawson
        James Securities, Inc. (“Dawson”) was hired as the exclusive placement agent for
        the PPM.  For its services Dawson earned a cash commission equal to
        10% and a nonaccountable expense allowance equal to 3% of the gross proceeds
        of
        each Unit sold.  In addition, for each Unit sold Dawson earned
        warrants to purchase 20,000 shares of the Company’s common stock at an exercise
        price of $2.00 per share.
 
 The
        net
        proceeds from the PPM will be used for general corporate and working capital
        needs.
 
 The
        PPM
        had a minimum offering size of 12 Units and a maximum size of 35
        Units.  On June 7, 2007 the minimum was achieved with the sale and
        acceptance of 12.30 Units.  The net proceeds of $1,070,100 were
        forwarded to the Company at that time and the balance of the proceeds, $159,900,
        was paid to Dawson.  The Company executed Notes in the principal
        amount of $1,230,000 and issued warrants to purchase 1,230,000 shares of
        common
        stock.  The value of these warrants was determined by management to be
        $734,583. The value of the warrants was recorded as a discount on the Notes
        and
        is being charged to interest expense and accreted to the balance of the Notes
        over the life of the Notes.
 
 Upon
        completion of this first round of the PPM the Company issued warrants to
        Dawson
        to purchase 246,000 shares of common stock. The value of these warrants was
        determined by management to be $146,917. The value of the warrants and the
        cash
        commission paid to Dawson were recorded as deferred financing costs and will
        be
        amortized to interest expense over the life of the Notes.
   10
 **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
 On
        July
        2, 2007 the second and final round of the PPM was completed with the acceptance
        of an additional 14.85 Units.  The net proceeds of $1,291,950 were
        forwarded to the Company at that time and the balance of the proceeds, $193,050,
        was paid to Dawson.  The Company executed Notes in the principal
        amount of $1,485,000 and issued warrants to purchase 1,485,000 shares of
        common
        stock.  The value of these warrants was determined by management to be
        $896,523. The value of the warrants will be recorded as a discount on the
        Notes
        and is being charged to interest expense and accreted to the balance of the
        Notes over the life of the Notes.
 
 Upon
        completion of the second round of the PPM the Company issued warrants to
        Dawson
        to purchase 297,000 shares of common stock. The value of these warrants was
        determined by management to be $179,305. The value of the warrants and the
        cash
        commission paid to Dawson will be recorded as deferred financing costs and
        will
        be amortized to interest expense over the life of the Notes.
 
 The
        Company incurred deferred financing costs of $34,044 during the execution
        of the
        PPM in the form of legal and blue sky fees.
 
 Interest
        Expense
 
 Included
        in interest expense for the nine months ended September 30, 2007 is $115,756
        of
        interest accrued at 15% on the face amount of the Notes ($2,715,000), $468,990
        related to the accretion of the discount on the Notes and $208,317of
        amortization related to the deferred financing costs.
 
 Conversion
        of the Notes
 
 The
        Notes
        are convertible into the Company’s common stock if the Company commences a
        Qualified Offering prior to the maturity date of the Notes. In lieu of repayment
        of principal and interest on the Notes, the Holder of the Notes may acquire
        Company securities in the amount of such principal and interest at a purchase
        price equal to 85% of the price per security sold in the Qualified
        Offering.    In this regard, a Qualified Offering means the
        completion of an offering or offerings of Company securities, including any
        offering of debt or equity securities, or securities convertible into debt
        or
        equity securities, in an amount not less than $3.0 million.
 
 **NOTE
        5 – BILLING AND COLLECTION CONTRACT**
 
 In
        July
        2007 the Company entered into a one year contract with Medpro, a medical
        reimbursement consulting company, to provide the Company with consulting,
        billing, reimbursement and collection services.  The Company agreed to
        pay Medpro a fee equal to six percent (6%) of total collections received
        by the
        Company.
 
 On
        November 1, 2007 this contract was amended to include additional services
        to be
        provided by Medpro.  These additional services would be provided for a
        fixed fee of $6,000 per month.
 
 **NOTE
        6 – SUBSEQUENT EVENTS**
 
 On
        October 1, 2007 the Company entered into an agreement with a consulting company
        to provide accounting and administrative services.  The contract
        includes a monthly fee of $8,333 plus expenses and expires on December 31,
        2009.




11






**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**




*This
      discussion and analysis should be read in conjunction with the Company’s audited
      financial statements included in the Company’s annual report on Form 10-KSB for
      the year ended December 31, 2006.  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 the
      management’s view of future events and are subject to certain risks and
      uncertainties as described in this Report, Form 10-QSB, as well as other
      periodic reports filed with the Securities and Exchange Commission, and as
      noted
      below. Should one or more of these risks or uncertainties materialize, or should
      underlying assumptions prove incorrect, the Company’s actual results could
      differ materially from those anticipated in these forward-looking statements.
      Management does not undertake any obligation, and does 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 management believes
      that its expectations are based on reasonable assumptions, the Company can
      give
      no assurance that these expectations will materialize.*





GENERAL




The
      Company was 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, the Company filed Articles of Amendment
      with
      the State of Delaware changing its name to ASAH Corp. and on January 9, 2007,
      the Company filed Articles of Amendment with the State of Delaware changing
      its
      name to American Surgical Holdings, Inc.





In
      October 2005, pursuant to a Stock Purchase Agreement and Share Exchange, the
      Company acquired all of the shares of American Surgical Assistants, Inc.,
      (“ASA”) from Zak Elgamal and Jaime Olmo-Rivas.  ASA became a wholly
      owned subsidiary of the Company.





Prior
      to
      this acquisition, the Company operated as a blank check company and the purpose
      for this reorganization with ASA was to obtain an operating company which
      management believed had a successful business plan. Now, through ASA, the
      Company provides professional surgical assistant services to patients, surgeons
      and healthcare institutions.





In
      2006
      the Company incorporated its other subsidiary, ATS Billing Services, Inc.
      (“ATS”) to provide HIPAA-compliant billing and collection services for
      healthcare industry professionals.





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





RESULTS
      OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THE
      THREE MONTHS ENDED SEPTEMBER 30, 2006




Revenues





Revenues
        increased by $1,254,937 or 52.7% for the three months ended September 30,
        2007
        as compared to the three months ended September 30, 2006.  This
        increase is due to several factors.  First,  the Company
        improved its’ collection percentage to 18.05% of gross
        charges.  Second, the Company collected amounts during the three
        months ended September 30, 2007 in excess of the amount established previously
        by the Company as receivable using the Company’s historical collection
        rate.  Due to the complexities involved in the classification and
        documentation of health care services authorized and provided, the estimation
        of
        revenues earned and the related reimbursement are often subject to
        interpretation that could result in payments that are different from our
        estimates.


During
      the three months ended September 30, 2007 the Company improved its’ average
      amount billed per reimbursable case to $3,352, up from $3,186 for the three
      months ended September 30, 2006.  This helped to offset a slight
      decline in the number of paying cases from 4,229 in the three months ended
      September 30, 2006 to 4,197 in the three months ended September 30,
      2007.







12




Cost
      of
      Revenues




Cost
      of
      revenues for the three months ended September 30, 2007 decreased by $133,183
      or
      7.0% as compared to the three months ended September 30, 2006. Savings were
      achieved in several areas including surgical assistant contract services and
      insurance which helped offset an increase in salaries, payroll taxes and other
      benefits.  The number of assistants increased to 71 at September 30,
      2007 up from 63 at September 30, 2006.  However, the Company is better
      able to control costs by having the assistants work as employees instead of
      independent contractors. This allows the Company to be more efficient in its’
scheduling and staffing process and provide more control over the activities
      of
      the assistants.




Operating
      Expenses





Operating
        expenses increased by $722,175 OR 193.8% for the three months ended September
        30, 2007 as compared to the three months ended September 30, 2006. The Company
        incurred additional expenses in several areas including, (i) increases in
        payroll related expenses of approximately $480,000; (ii) the costs associated
        with establishing the new board of directors, including additional legal,
        professional, Director and consulting fees that increased by approximately
        $195,000;  and (iii) increases in other office and administrative
        expenses of approximately $47,000.





RESULTS
      OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THE
      NINE
      MONTHS ENDED SEPTEMBER 30, 2006





Revenues




Revenues
        increased by $1,417,001 or 19.4% for the nine months ended September 30,
        2007 as
        compared to the nine months ended September 30, 2006.  This increase
        is due to several factors.  First,  the Company improved
        its’ collection percentage to 18.05% of gross charges.  Second, the
        Company collected amounts during the nine months ended September 30, 2007
        in
        excess of the amount established previously by the Company as receivable
        using
        the Company’s historical collection rate.  Due to the complexities
        involved in the classification and documentation of health care services
        authorized and provided, the estimation of revenues earned and the related
        reimbursement are often subject to interpretation that could result in payments
        that are different from our estimates.





During
      the nine months ended September 30, 2007 the Company improved its’ average
      amount billed per reimbursable case to $3,386, up from $3,343 for the nine
      months ended September 30, 2006.  This helped to offset a slight
      decline in the number of paying cases from 12,238 in the nine months ended
      September 30, 2006 to 12,047 in the nine months ended September 30,
      2007.




Cost
      of
      Revenues




Cost
      of
      revenues for the nine months ended September 30, 2007 increased by $21,287
      or
      0.4% as compared to the nine months ended September 30, 2006.  Savings
      were achieved in several areas including surgical assistant contract services
      and insurance which helped offset an increase in salaries, payroll taxes and
      other benefits.  The number of assistants increased to 71 at September
      30, 2007 up from 63 at September 30, 2006.  However, the Company is
      better able to control costs by having the assistants work as employees instead
      of independent contractors. This allows the Company to be more efficient in
      its’
scheduling and staffing process and provide more control over the activities
      of
      the assistants.





Operating
      Expenses





Operating
        expenses increased by $2,166,644 or 198.4% for the nine months ended
        September 30, 2007 as compared to September 30, 2006. The Company incurred
        additional expenses in several areas including, (i) increases in payroll
        related
        expenses of approximately $1,126,000; (ii) the costs associated with
        establishing the new board of directors, including additional legal,
        professional, Director and consulting fees that increased by approximately
        $749,000;  and (iii) increases in other office and administrative
        expenses of approximately $291,000.




**Operating
      Results as a Percentage of Net Revenues**





The
      Table
      below provides a summary of operating results for the three and nine months
      ended September 30, 2007 and 2006 expressed as a percentage of Revenues,
      net.







13




**For
                  the three months ended**
              
              
              **For
                  the nine months ended**September
                  30,
              
              
              September
                  30,
              
              
              September
                  30,
              
              
              September
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006Revenues,
                    net
              
              
              100.0
              %
              
              
              100.0
              %
              
              
              100.0
              %
              
              
              100.0
              %Cost
                    of Revenues
              
              
              48.5
              %
              
              
              79.6
              %
              
              
              59.0
              %
              
              
              70.2
              %Gross
                    Profit
              
              
              51.5
              %
              
              
              20.4
              %
              
              
              41.0
              %
              
              
              29.8
              %Operating
                    Expenses
              
              
              30.1
              %
              
              
              15.7
              %
              
              
              37.4
              %
              
              
              15.0
              %Net
                    (Loss) Income from Operations
              
              
              21.4
              %
              
              
              4.7
              %
              
              
              3.6
              %
              
              
              14.8
              %Other
                    (Expense) Income
              
              
              -18.4
              %
              
              
              0.1-
              %
              
              
              -8.8
              %
              
              
              0.1
              %(Loss)
                    Income from Operations
              
              
              3.0
              %
              
              
              4.8
              %
              
              
              -5.2
              %
              
              
              14.9
              %Provision
                    for Income Taxes
              
              
              -5.2
              %
              
              
              -2.9
              %
              
              
              -0.8
              %
              
              
              -6.1
              %Net
                    (Loss) Income
              
              
              -2.2
              %
              
              
              1.9
              %
              
              
              6.0
              %
              
              
              8.8
              %
  LIQUIDITY
      AND CAPITAL RESOURCES




Operating
      Activities




As
        of
        September 30, 2007, the Company had $2,025,720 in Cash and cash equivalents
        on
        hand. Historically, the Company’s principal working capital needs have been met
        through continuing operations. As the Company grows and expands its operations,
        the need for working capital will increase. The Company expects to finance
        both
        its internal growth and future expansion and acquisitions with cash provided
        from operations, borrowings, debt or equity offerings, or some combination
        thereof.
  The
        Company’s net loss for the nine months ended September 30, 2007 was
        $521,404.  This loss included $1,104,290 of non-cash expenses incurred
        in the issuance of common stock, stock options and warrants to directors,
        officers and non-employees.  Also includable in the non-cash expenses
        was the amortization of the deferred financing costs incurred with the
        PPM and the amortization of the discount related to the Notes Payable.
 
 During
        the first nine months of 2007, the Company’s accounts receivables increased by
        $2,043,550.  The Company collected approximately $1,018,332 less than
        in the same period last year.  The collections were adversely affected
        by changes instituted by several of the major third party payers, i. e. the
        insurance companies.  Several of the insurance companies began
        requesting that additional information be provided with the claims as they
        are
        submitted.  This had the effect of slowing down our collection of
        receivables.  However, this slowdown appears to be a temporary problem
        and one that will not affect the Company on a long term basis.  In
        early July, the Company contracted an outside medical billing and collection
        specialist to provide advice and assistance to ATS personnel and to oversee
        the
        in-house claims processing.





The
      Company had a decrease in accrued taxes as it paid $575,444 to the IRS to cover
      its 2006 tax liability and the first estimated payment on its projected 2007
      tax
      liability. These amounts had been previously recorded as part of the Company’s
      deferred tax provision.





After
        deducting the changes in operating assets and liabilities the Company’s
        operating activities used $1,663,456 of cash during the first nine months
        of
        2007 as compared to cash provided by operations of $1,564,492 for the same
        period in 2006.






14




Financing
      Activities





In
      May
      2007, the Company began offering for sale a limited number of Units pursuant
      to
      a Private Placement Memorandum (“PPM”).  Each Unit consisted of (i) a
      one year 15% interest bearing unsecured promissory note in the principal amount
      of $100,000 (the “Notes”) and (ii) a warrant to purchase 100,000 shares of the
      Company’s common stock at an exercise price of $2.00 per share (the
      Warrants”).





Dawson
      James Securities, Inc. (“Dawson”) was hired as the exclusive placement agent for
      the PPM.  For its services Dawson earned a cash commission equal to
      10% and a nonaccountable expense allowance equal to 3% of the gross proceeds
      of
      each Unit sold.  In addition, for each Unit sold Dawson earned
      warrants to purchase 20,000 shares of the Company’s common stock at an exercise
      price of $2.00 per share.





The
      net
      proceeds from the PPM will be used for general corporate and working capital
      needs.





The
        PPM
        had a minimum offering size of 12 Units and a maximum size of 35
        Units.  On June 7, 2007 the minimum was achieved with the sale and
        acceptance of 12.30 Units.  The net proceeds of $1,070,100 were
        forwarded to the Company at that time and the balance of the proceeds, $159,900,
        was paid to Dawson.  The Company executed Notes in the principal
        amount of $1,230,000 and issued warrants to purchase 1,230,000 shares of
        common
        stock.  The value of these warrants was determined by management to be
        $734,583. The value of the warrants was recorded as a discount on the Notes
        and
        is being charged to interest expense and accreted to the balance of the Notes
        over the life of the Notes.
 
 Upon
        completion of this first round of the PPM the Company issued warrants to
        Dawson
        to purchase 246,000 shares of common stock. The value of these warrants was
        determined by management to be $146,917. The value of the warrants and the
        cash
        commission paid to Dawson were recorded as deferred financing costs and will
        be
        amortized to interest expense over the life of the Notes.
 
 On
        July
        2, 2007 the second and final round of the PPM was completed with the acceptance
        of an additional 14.85 Units.  The net proceeds of $1,291,950 were
        forwarded to the Company at that time and the balance of the proceeds, $193,050,
        was paid to Dawson.  The Company executed Notes in the principal
        amount of $1,485,000 and issued warrants to purchase 1,485,000 shares of
        common
        stock.  The value of these warrants was determined by management to be
        $896,523. The value of the warrants will be recorded as a discount on the
        Notes
        and is being charged to interest expense and accreted to the balance of the
        Notes over the life of the Notes.
 
 Upon
        completion of the second round of the PPM the Company issued warrants to
        Dawson
        to purchase 297,000 shares of common stock. The value of these warrants was
        determined by management to be $179,305. The value of the warrants and the
        cash
        commission paid to Dawson will be recorded as deferred financing costs and
        will
        be amortized to interest expense over the life of the
        Notes.


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 a greater
      degree of judgment and estimates.





Actual
      results may differ from those estimates. Management believes that given current
      facts and circumstances, it is unlikely that applying any other reasonable
      judgments or estimate methodologies would cause effect on the Company’s
      consolidated results of operations, financial position or 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 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 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 which are continuous in
      nature.




Recent
      Accounting Pronouncements




In
      July
      2006, the FASB issued FASB Interpretation No. 48, *Accounting for Uncertainty
      in Income Taxes - an Interpretation of FASB Statement No. 109*(“FIN 48”).






15






FIN
      48 is
      intended to reduce the diversity encountered in practice with regard to certain
      aspects of the recognition and measurement related to accounting for income
      taxes, and to clarify the accounting and disclosure for uncertainty in tax
      positions. FIN 48 introduces a new and more comprehensive model of accounting
      and reporting for a number of tax positions routinely taken by corporations
      when
      filing their tax returns. FIN 48 prescribes a recognition threshold of
      more-likely-than-not, and a measurement attribute for all tax positions taken
      or
      expected to be taken on a tax return, in order for those tax positions to be
      recognized in the financial statements. Effective January 1, 2007, the
      Company adopted the provisions of FIN 48 and there was no material effect on
      the
      financial statements. As a result, there was no cumulative effect related to
      adopting FIN 48.




In
      September 2006, the FASB issued SFAS No. 157, *Fair Value Measurements*(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework
      for measuring fair value under GAAP, expands the required disclosures regarding
      fair value measurements, and applies to other accounting pronouncements that
      either require or permit fair value measurements. SFAS No. 157 is effective
      for
      fiscal years beginning after November 15, 2007, and for interim periods within
      those fiscal years, with early adoption encouraged. SFAS No. 157 is to be
      applied prospectively, with a limited form of retrospective application for
      several financial instruments. The Company plans to adopt SFAS No. 157 on
      January 1, 2007, and currently believes that its adoption will not have a
      material effect on the Company’s financial position, operations or cash
      flows.




In
      February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
      Financial Assets and Financial Liabilities*(“SFAS No. 159”). SFAS No. 159
      allows a company to choose to measure many financial assets and financial
      liabilities at fair value. Unrealized gains and losses on items for which the
      fair value option has been elected are reported in earnings. SFAS No. 159 is
      effective for fiscal years beginning after November 15, 2007. Therefore,
      the Company is required to adopt SFAS No. 159 by the first quarter of 2008.
      The
      Company is currently evaluating the requirements of SFAS No. 159 and the
      potential impact on the Company’s financial statements.




In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108,
*Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements*(“SAB No. 108”). SAB No.
      108 provides guidance in considering the effects of prior year misstatements
      in
      the quantification of current year misstatements, for the purpose of determining
      whether the current year’s financial statements are materially misstated. SAB
      No. 108 is effective for fiscal years ending after November 15, 2006. The
      adoption of SAB No. 108 has not had a material impact on the Company’s financial
      position, operations or cash flows.





In
      December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2,
*Accounting for Registration Payment Arrangements*(“FSP EITF 00-19-2”).
      FSP EITF 00-19-2 clarifies that a registration payment arrangement and the
      financial instrument(s) relating to that arrangement should be separately
      measured and recognized in an entity’s financial statements, according to the
      appropriate GAAP for each, rather than treated as a unit. Specifically, FSP
      EITF
      00-19-2 states that the financial instrument(s) should be recorded in the
      financial statements using appropriate GAAP without regard to contingent
      obligations in respect of a registration payment arrangement. FSP EITF 00-19-2
      is effective immediately for registration payment arrangements and related
      financial instruments that are entered into or modified after December 21,
      2006.




For
      registration payment arrangements and related financial instruments that were
      entered into prior to December 21, 2006, and that continue to be outstanding
      at
      the beginning of the period of adoption, transition is to be achieved by
      reporting a change in accounting principle through a cumulative-effect
      adjustment to the opening balance of retained earnings as of the first interim
      period for the fiscal year in which FSP EITF 00-19-2 is adopted. Early adoption
      of FSP EITF 00-19-2 is permitted for interim or annual periods for which
      financial statements or interim reports have not been issued. Retrospective
      application is not permitted. The Company has chosen to adopt FSP EITF 00-19-2
      in the fourth quarter of the year ending December 31, 2006. The Company’s
      adoption of EITF 00-19 in 2006 has not had a material effect on its financial
      position, operations or cash flow.




Off-Balance
      Sheet Arrangements




The
      Company has no significant off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that are
      material to stockholders. During this period the Company terminated a line
      of credit in the amount of $1.5 million from Chase Bank.  This line of
      credit was closed having never utilized.






16




**Item
      3. Controls and Procedures**




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, the Company
      conducted an evaluation of our disclosure controls and procedures, as such
      term
      is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the
      Securities Exchange Act of 1934, as amended (Exchange Act), as of September
      30,
      2007. Based on this evaluation, our principal executive officer and principal
      financial officer have concluded that the Company’s disclosure controls and
      procedures were not effective to ensure that information required to be
      disclosed by the Company in the reports  filed or submitted under the
      Exchange Act is recorded, processed, summarized, and reported within the time
      periods specified in the Securities and Exchange Commission’s rules and forms
      and that the Company’s disclosure and controls are designed to ensure that
      information required to be disclosed by the Company  in the reports
      that we file or submit under the Exchange Act is accumulated and communicated
      to  management, including our principal executive officer and
      principal financial officer, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required
      disclosure.





In
        March
        2007, the Company finalized compensation arrangements with Messrs. Elgamal
        and
        Olmo-Rivas, which included payments to corporate entities owned by these
        individuals.  As part of the new arrangements, certain employees who
        are related to Messrs. Elgamal and Olmo-Rivas were transferred from the Company
        to these corporate entities. In November 2007, the Company discovered several
        errors in its payroll processing as these former employees continued to
        be  paid by the Company following their separation in an amount of
        approximately $104,000. As soon as the error was discovered by the Company,
        these employees were removed from the Company’s payroll and amounts erroneously
        paid to these employees since March 2007, were repaid in full in November
        2007.
        Additionally, it was discovered that during 2007 certain significant shareholder
        employees were erroneously paid an amount over their contracted
        remuneration. These amounts, totaling $38,000, were repaid in full in November
        2007.
 
 As
        a
        result of these errors, the Company plans on restating the Company’s financial
        statements in Form 10-QSB for the quarter ended June 30, 2007.  The
        Company also plans to amend its Form 10-KSB for the year ended December 31,
        2006
        to report the amounts earned by certain of the related parties discussed
        above,
        which amounts were not previously disclosed.
 
 These
        errors, as they involved related parties, could be deemed to be violations
        of
        Section 402 of the Sarbanes Oxley Act of 2002 which prohibits a publicly
        held
        company from extending or maintaining credit or arranging for the extension
        of
        credit in the form of a "personal loan" to an officer or director.  If
        it is determined that these  errors violated Section 402 of the
        Sarbanes Oxley Act of 2002, the Company could become subject to SEC
        investigations and/or litigation, which may not be resolved favorably and
        will
        require significant management time and attention, and the Company could
        incur
        costs, which could negatively affect its business, results of operations
        and
        cash flows. All of these errors were corrected and the amounts were fully
        repaid
        in November 2007.
 
 As
        part
        of our evaluation of our disclosure controls and procedures as of September
        30,
        2007, management considered the impact of weaknesses in our disclosure
        controls and procedures that were a cause for the errors that led to the
        financial statement restatement noted above.  These weaknesses were as
        follows:





§
            we
                lacked sufficient accounting personnel;
                and





§
            we
                lacked effective controls to insure that agreements, contracts and
                other
                documents with related parties, including transactions such as those
                discussed above, were provided to and reviewed by the independent
                members
                of our Board of Directors and by financial reporting personnel on
                a timely
                basis to insure that the disclosure implications of such transactions
                could be considered.




The
      Company has instituted additional policies improve our disclosure controls
      and
      procedures. These include but are not limited to:





1)
      Requiring that any matters involving
      related party transactions be approved by our Audit Committee (consisting only
      of Independent Directors);





2)
      Requiring that our Principal
      Officers, Control Persons and Directors, not less than once per annum, complete
      questionnaires which include queries regarding knowledge of related party
      transactions, among other items; and






17





3)
      Performing additional periodic
      payroll reviews to ascertain if any new or returning employees have any such
      relationships.





4)
The
      Company identified a Chief Financial Officer candidate who has assisted the
      Company in the preparation of its September 30, 2007 Form
      10-QSB.  However, as of November 20, 2007, a contract with the Chief
      Financial Officer candidate has not been ratified by the Board of Directors
      of
      the Company. 
 We
        believe that the implementation of these steps and others will allow us,
        in the
        future, to conclude that our disclosure controls and procedures are effective
        to
        ensure that material information is recorded, processed, summarized and reported
        by management on a timely basis in order to comply with our disclosure
        obligations under the Exchange Act and the rules and regulations
        thereunder.


Other
      than the matters discussed above, there were no changes (including corrective
      actions with regard to significant deficiencies or material weaknesses) in
      the
      internal controls over financial reporting during the first nine months of
      2007
      that have materially affected, or are reasonably likely to materially affect,
      our internal control over financial reporting.















18











**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings**




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




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





On
        July
        2, 2007 the second and final round of the offering was completed with the
        acceptance of an additional 14.85 Units. The Company executed Notes in the
        principal amount of $1,485,000 and issued warrants to purchase 1,485,000
        shares
        of common stock. The net proceeds of $1,291,950 were forwarded to the Company
        at
        that time and the balance of the proceeds, $193,050, were paid to
        Dawson.  Upon completion of the second round the Company issued
        warrants to Dawson to purchase 297,000 shares of common stock.
 
 The
        net
        proceeds from the PPM will be used for general corporate and working capital
        needs.
 
 The
        Company claims an exemption from the registration requirements of the Securities
        Act of 1933, as amended (the “Act”) for the private placement of these
        securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation
        D
        promulgated thereunder since, among other things, the transaction does not
        involve a public offering, each of the Investors was an “accredited investor”,
        the Investors had access to information about the Company and its investment,
        the Investors agreed to take the securities for investment and not resale,
        and
        the Company is taking appropriate measures to restrict the transfer of the
        securities.





**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




10.1  Administrative
                Services  Agreement with North Point Consultants,
                Inc.10.2  Employment
                Agreement with Mr. McGinnis10.3  Service
              Agreement with Med Pro Collections10.4
                Amendment to Billing Services Agreement with MedPro
                Colections31.1
                CEO Certification pursuant to Section 302 of Sarbanes Oxley Act of
                200231.2 CFO
                Certification pursuant to Section 302 of Sarbanes Oxley Act of
                200232.1
                CEO Certification pursuant to Section 906 of Sarbanes Oxley Act of
                200232.2
                CFO Certification pursuant to Section 906 of Sarbanes Oxley Act of
                2002




(b)                      Reports
      of Form
      8-K




On
                July 2, 2007 we filed an 8-K upon completion of the Private Placement
                offeringwithDawson James.










19









**SIGNATURES**




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











AMERICAN
                SURGICAL HOLDINGS, INC.Date:
                November 19, 2007
            By:
            /s/
                *ZAK W. ELGAMAL*Zak
                W. ElgamalChairman
                & Chief Executive Officer(Principal
              Executive Officer)Date:
                November 19, 2007
            By:
            /s/
                *WILLIAM J. MCGINNIS*William
                J. McGinnisActing
                Chief Accounting Officer(Principal Accounting
              Officer)






20