UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q


(Mark
One)




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




For the quarterly period ended March
31, 2008


or




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




For
the transition period from ______to______.




Commission file number
000-50354




AMERICAN
SURGICAL HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            98-0403551(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)10039 Bissonnet
      #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 large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




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




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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 14, 2008: 8,425,484 shares of common stock.











AMERICAN
SURGICAL HOLDINGS, INC.


FORM
10Q


MARCH
31, 2008





INDEX







PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures




PART
II-- OTHER INFORMATION




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




SIGNATURE












Item
1. Financial Information













AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


AS
OF MARCH 31, 2008


(UNAUDITED)







CONTENTS








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

















AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS OF MARCH 31, 2008 AND
DECEMBER 31, 2007




MARCH
      31, 2008
                        (UNAUDITED)
                      
                      
                      DECEMBER
      31,
                        2007
                        (AUDITED)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                      
                      $
                      498,242
                      
                      
                      $
                      1,145,359Accounts
      receivable, net
                      
                      
                      2,276,719
                      
                      
                      
                      2,171,908Advances
      to employees
                      
                      
                      7,482
                      
                      
                      
                      9,169Prepaid
      expenses and other current assets
                      
                      
                      25,903
                      
                      
                      
                      24,662TOTAL
      CURRENT ASSETS
                      
                      
                      2,808,346
                      
                      
                      
                      3,351,098DEFERRED
      INCOME TAXES RECEIVABLE
                      
                      
                      575,408
                      
                      
                      
                      575,408DEFERRED
      FINANCING COSTS, NET
                      
                      
                      140,141
                      
                      
                      
                      322,521PROPERTY
      AND EQUIPMENT, NET
                      
                      
                      80,325
                      
                      
                      
                      90,298TOTAL
      ASSETS
                      
                      $
                      3,604,220
                      
                      
                      $
                      4,339,325LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                      
                      $
                      570,092
                      
                      
                      $
                      436,106Deferred
      income tax
                      
                      
                      -
                      
                      
                      
                      95,471Accrued
      Salaries
                      
                      
                      389,544
                      
                      
                      
                      287,146Notes
      Payable, net of unamortized discount of $346,566 and
      $747,474
                      
                      
                      2,368,434
                      
                      
                      
                      1,947,526TOTAL
      CURRENT LIABILITIES
                      
                      
                      3,328,070
                      
                      
                      
                      2,766,249STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.001 par value, 10,000,000 shares authorized, none issued and
      outstandingCommon
      stock, $0.001 par value, 100,000,000 shares authorized, 8,425,484 and
      8,425,484 shares issued and outstanding,
respectively
                      
                      
                      8,425
                      
                      
                      
                      8,425Additional
      paid-in capital
                      
                      
                      2,990,348
                      
                      
                      
                      2,942,381Deferred
      compensation
                      
                      
                      (131,250
                      )
                      
                      
                      (143,750
                      )Retained
      deficit
                      
                      
                      (2,591,373
                      )
                      
                      
                      (1,233,980
                      )Total
      Stockholders’ Equity
                      
                      
                      276,150
                      
                      
                      
                      1,573,076TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                      
                      $
                      3,604,220
                      
                      
                      $
                      4,339,325




See
accompanying notes to condensed consolidated financial statements.






F-1





AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE THREE MONTHS
ENDED


(UNAUDITED)






MARCH
      31,
                2008
              
              
              MARCH
      31,
                2007REVENUES,
      NET
              
              $
              2,030,455
              
              
              $
              2,571,275COST
      OF REVENUES
              
              
              1,720,311
              
              
              
              1,598,601GROSS
      PROFIT
              
              
              310,144
              
              
              
              972,674OPERATING
      EXPENSESSalaries,
      Wages and Contract Services
              
              
              671,573
              
              
              
              550,988Other
      Operating Expenses
              
              
              389,031
              
              
              
              596,087OPERATING
      EXPENSES
              
              
              1,060,604
              
              
              
              1,147,075NET
      (LOSS) FROM OPERATIONS
              
              
              (750,460
              )
              
              
              (174,401
              )OTHER
      (EXPENSE) INCOME
              
              
              (702,402
              )
              
              
              5,484(LOSS)
      FROM OPERATIONS
              
              
              (1,452,862
              )
              
              
              (168,917
              )PROVISION
      FOR INCOME TAXES
              
              
              (95,469
              )
              
              
              (30,734
              )NET
      (LOSS)
              
              $
              (1,357,393
              )
              
              $
              (138,183
              )Net
      (loss) income per share - basic and diluted
              
              $
              (.16
              )
              
              $
              (.02
              )Weighted
      average number of shares outstanding during the period - basic and
      diluted
              
              
              8,425,484
              
              
              
              8,387,428




See
accompanying notes to condensed consolidated financial statements.






F-2







AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY


FOR THE PERIOD ENDED MARCH
31, 2008


(UNAUDITED)




Preferred
      Stock
              
              
              Common
      Stock
              
              
              Additional
      Paid-In
              
              
              Deferred
              
              
              RetainedShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Compensation
              
              
              Earnings
              
              
              TotalBalances, December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              8,425,484
              
              
              $
              8,425
              
              
              $
              2,942,381
              
              
              $
              (143,750
              )
              
              $
              (1,233,980
              )
              
              $
              1,573,076Options issued for services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              15,160
              
              
              
              -
              
              
              
              -
              
              
              
              15,160Options issued to Directors
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              5,022
              
              
              
              -
              
              
              
              -
              
              
              
              5,022Options issued to Executive Directors
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              27,785
              
              
              
              -
              
              
              
              -
              
              
              
              27,785Deferred Compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              12,500
              
              
              
              -
              
              
              
              12,500Net (Loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,357,393
              )
              
              
              (1,357,393
              )Balances, March 31, 2008
              
              
              -
              
              
              $
              -
              
              
              
              8,425,484
              
              
              $
              8,425
              
              
              $
              2,990,348
              
              
              $
              (131,250
              )
              
              $
              (2,591,373
              )
              
              $
              276,150




See
accompanying notes to condensed consolidated financial statements.







F-3









AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS
ENDED


(UNAUDITED)




MARCH
      31, 2008
              
              
              MARCH
      31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) income
              
              $
              (1,357,393
              )
              
              $
              (138,183
              )Adjustments
      to reconcile net (loss) income to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
              
              
              9,973
              
              
              
              9,143Deferred
      Compensation
              
              
              12,500
              
              
              
              12,500Common
      stock issued for services
              
              
              -
              
              
              
              54,999Amortization
      of deferred financing
              
              
              182,380
              
              
              
              -Amortization
      of discount on notes payable
              
              
              420,908
              
              
              
              -Common
      stock issued for Director Fees
              
              
              -
              
              
              
              55,000Value
      of options issued for services
              
              
              15,160
              
              
              
              2,994Value
      of options issued to officers
              
              
              27,785
              
              
              
              11,320Value
      of options issued for Director Fees
              
              
              5,022
              
              
              
              2,047Changes
      in operating assets and liabilities:(Increase)
      Decrease in accounts receivable
              
              
              (104,811
              )
              
              
              12,922(Increase)
      Decrease in prepaid expenses and other current
assets
              
              
              (1,241
              )
              
              
              14,848(Increase)
      Decrease in employee advances
              
              
              1,687
              
              
              
              -Increase
      (Decrease) in accounts payable and accrued expenses
              
              
              133,986
              
              
              
              (34,677)Increase
      (Decrease) in accrued salaries
              
              
              102,398
              
              
              
              96,870Increase
      (Decrease) in accrued taxes
              
              
              (95,471
              )
              
              
              (491,059)Net
      Cash (Used In) Provided By Operating Activities
              
              
              (647,117
              )
              
              
              (391,276)CASH
      FLOW FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
              
              
              -
              
              
              
              (7,766
              )Net
      Cash (Used In) Provided By Investing Activities
              
              
              -
              
              
              
              (7,766
              )CASH
      FLOW FROM FINANCING ACTIVITIES:Net
      Cash (Used In) Provided By Financing Activities
              
              
              -
              
              
              
              -NET
      INCREASE (DECREASE) IN CASH
              
              
              (647,117
              )
              
              
              (399,042
              )CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD
              
              
              1,145,359
              
              
              
              1,387,016CASH AND CASH EQUIVALENT AT END OF PERIOD
              
              $
              498,242
              
              
              $
              987,974SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for income taxes
              
              $
              -
              
              
              $
              460,362Cash paid for interest expense
              
              $
              -
              
              
              $
              -




See
accompanying notes to condensed consolidated financial statements.






F-4







AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2008AND
DECEMBER 31, 2007


(UNAUDITED)








NOTE 1 - BASIS OF
PRESENTATION





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


These
financial statements should be read in conjunction with the Company's audited
financial statements and the accompanying notes included in the Company's Form
10-KSB for the year ended December 31, 2007, filed with the SEC. The results of
operations for the three month period ended March 31, 2008, are not necessarily
indicative of the results to be expected for any subsequent quarter or for the
entire fiscal year.
 
 Cash
and cash equivalents
 
 The
Company considers all highly liquid investments with an original maturity at
acquisition of three months or less to be cash equivalents. These accounts may
from time to time exceed federally insured limits. The Company has not
experienced any losses on such accounts. At March 31, 2008, the Company had
approximately $305,000 in excess of FDIC insurance
limits.




Use
of estimates





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





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





Stock
Consolidations





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





Income
taxes





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





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




Convertible
Notes





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







F-5




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




Discount
on Notes Payable





A
discount with respect to the Notes issued during 2007 was recorded by the
Company. The amount of the discount was calculated to be the fair market value
of the warrants included in the Units issued pursuant to the terms of the
offering.




The first
12.30 Units, in the principal amount of $1,230,000 plus accrued interest of
$187,575 matures on June 7, 2008.  The second 14.85 Units in the
principal amount of $1,485,000 plus accrued interest of $226,462 matures on July
2, 2008.





Deferred
Financing Costs





In
connection with the offering, 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 model on the basis of the market price of the underlying common
stock on the “valuation date,” which for options and warrants related to
contracts that have substantial disincentives to non-performance is the date of
the contract, and for all other contracts is the vesting date. Expense related
to the options and warrants is recognized on a straight-line basis over the
shorter of the period over which services are to be received or the vesting
period. Where expense must be recognized prior to a valuation date, the expense
is computed under the Black-Scholes model on the basis of the market price of
the underlying common stock at the end of the period, and any subsequent changes
in the market price of the underlying common stock up through the valuation date
is reflected in the expense recorded in the subsequent period in which that
change occurs.





In
December 2002, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 148,“Accounting
for Stock-Based Compensation-Transition and Disclosure”. SFAS
No. 148 also amends the disclosure requirements of SFAS No. 123(R),
requiring prominent disclosure in annual and interim financial statements
regarding a company’s method for accounting for stock-based employee
compensation and the effect of the method on reported results.  The
Company issued stock options and warrants during 2007 but did not have any
outstanding stock options as of December 31, 2006.





Compensation
expense was recognized in connection with the issuance of stock options to
non-employee consultants in accordance with EITF 96-18, “Accounting for Equity
Instruments That are Issued to Other than Employees for Acquiring, or in
Conjunction with Selling Goods and Services.” SFAS No. 123(R) did not
change the accounting for stock-based compensation related to non-employees in
connection with equity based incentive arrangements.





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




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





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







F-6




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2008AND
DECEMBER 31, 2007


(UNAUDITED)





Expected
dividend yield was considered to be $0 in the option pricing formula since the
Company does not pay dividends and has no current plans to do so in the future.
Expected volatility is based on the Company’s historical experience. The
forfeiture rate was considered to be none insofar as the historical experience
of the Company is very limited. As required by SFAS No. 123(R), the Company
will adjust the estimated forfeiture rate based upon actual
experience.
  The
Company recognized a fair market value of $47,967 for stock options earned for
the three months ended March 31, 2008.
 Basic
      and Diluted Net Income (Loss) Per ShareThe
      Company computes net income (loss) per share in accordance with SFAS No.
      128, "Earnings per
      Share". SFAS No. 128 requires presentation of both basic and
      diluted earnings per share (EPS) on the face of the income statement.
      Basic EPS is computed by dividing net income (loss) available to common
      shareholders (numerator) by the weighted average number of shares
      outstanding (denominator) during the period. Diluted EPS gives effect to
      all dilutive potential common shares outstanding during the period using
      the treasury stock method and convertible preferred stock using the
      if-converted method. In computing diluted EPS, the average stock price for
      the period is used in determining the number of shares assumed to be
      purchased from the exercise of stock options or warrants. Diluted EPS
      excludes all dilutive potential shares if their effect is anti dilutive.
      The Company’s outstanding stock options and warrants, 4,541,000 at March
      31, 2008 and 1,105,000 as of March 31, 2007 were excluded from the
      computation of diluted earnings per share because their effect was
      anti-dilutive.
 
 Recent
Accounting Pronouncements
  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" (SFAS 141(R)), which replaces SFAS No. 141, "Business
Combinations." SFAS 141(R) retains the underlying concepts of SFAS 141 in that
all business combinations are still required to be accounted for at fair value
under the acquisition method of accounting but SFAS 141(R) changed the method of
applying the acquisition method in a number of significant aspects. Acquisition
costs will generally be expensed as incurred; non controlling interests will be
valued at fair value at the acquisition date; in-process research and
development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date; restructuring costs associated with a business
combination will generally be expensed subsequent to the acquisition date; and
changes in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax expense. SFAS 141(R)
is effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period
subsequent to December 15, 2008, with the exception of the accounting for
valuation allowances on deferred taxes and acquired tax contingencies. SFAS
141(R) amends SFAS 109 such that adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with acquisitions that
closed prior to the effective date of SFAS 141(R) would also apply the
provisions of SFAS 141(R). Early adoption is not permitted. We are currently
evaluating the effects, if any, that SFAS 141(R) may have on our financial
statements and believe it could have a significant impact if business
combinations are consummated. However, the effect is indeterminable as of March
31, 2008.
 
 In
December 2007, the FASB issued SFAS No. 160, "Non controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51." This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008, with earlier adoption prohibited. This
statement requires the recognition of a non controlling interest (minority
interest) as equity in the consolidated financial statements and separate from
the parent's equity. The amount of net income attributable to the non
controlling interest will be included in consolidated net income on the face of
the income statement. It also amends certain of ARB No. 51's consolidation
procedures for consistency with the requirements of SFAS 141(R). This statement
also includes expanded disclosure requirements regarding the interests of the
parent and its non controlling interest. We are currently evaluating this new
statement and anticipate that the statement will not have a significant impact
on the reporting of our results of operations.
  In March
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133. This Statement amends and expands the disclosure
requirements in SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities to provide users of financial statements with an enhanced
understanding of (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial performance,
and cash flows. SFAS No. 161 is effective for fiscal years and interim
periods beginning after November 15, 2008 with early application permitted.
The Company expects to adopt SFAS No. 161 on January 1, 2009, and has not yet determined the effect of SFAS
No. 161 on its Financial Statements.




F-7


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





NOTE 2 - GOING
CONCERN





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The Company incurred a net operating loss in the first quarter of 2008 and for
the year 2007, used substantial amounts of cash in our operating activities and
had an accumulated deficit in retained earnings at March 31, 2008. Furthermore,
in June and July 2008 the Company has approximately $3.129 million in notes
payable and accrued interest coming due for repayment.  At the present
time, the Company does not have the necessary funds to repay this
amount.





The
Company’s ability to continue operations will likely require additional capital.
This condition raises substantial doubt about our ability to continue as a going
concern. We expect cash flows from operating activities to improve, primarily as
a result of an increase in revenue, although there can be no assurance thereof.
The accompanying consolidated financial statements do not include any
adjustments that might be necessary should we be unable to continue as a going
concern. If we fail to generate positive cash flows or obtain additional
financing when required, we may have to modify, delay or abandon some or all of
our business and expansion plans.





Management
has identified and is in the process of implementing several steps that it
believes will reverse the matters discussed above.   However,
these trends may continue if the corrective steps management plans to implement
are not successful.  These steps include: (i) continuing discussions
with an insurance carrier to resolve and minimize the issue of the charge backs;
(ii) continual monitoring of surgical assistant compensation and staffing
requirements; and (iii) obtaining alternative financing in order to repay all or
some of the amounts coming due in June and July.





NOTE 3 - SUBSEQUENT
EVENTS





None.






F-8






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




FORWARD-LOOKING
STATEMENTS





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





GENERAL




The
following Management’s Discussion and Analysis and Plan of Operation highlights
the principal factors that have affected the Company’s financial condition and
results of operations as well as the Company’s liquidity and capital resources
for the periods described and should be read in conjunction with our unaudited
financial statements for the three months ended March 31, 2008, with their
explanatory notes included as part of this Form 10-Q, and our Management’s
Discussion and Analysis and Plan of Operation for the twelve months ended
December 31, 2007 included in our Form 10-KSB.





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












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





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





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





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





We have a
series of promissory notes in the amount of $1,230,000 plus accrued interest due
for repayment in June 2008. Additionally, we have a series of promissory notes
in the amount of $1,485,000 plus accrued interest due for repayment in July
2008. We do not have and currently do not expect to have sufficient capital on
hand to pay these Notes as they come due. We hope to either raise sufficient
capital to repay the Notes or extend their repayment date; however, we may not
be successful in doing so.





If we are
not able to pay off these notes or restructure the terms of these commitments as
they become due, the note holders may pursue legal or other action against us.
If we are not successful against the note holders, we may have to discontinue
our operations.





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2007




Revenues




Net
Revenues decreased by 21% for the three months ended March 31, 2008 over the
same period ended March 31, 2007.   The biggest factor in the
reduction of revenue was the signing of a contract with a major insurance
carrier during the latter part of the first quarter of 2007.  This
contract was cancelled in the second quarter of 2008.




Costs
of Revenue




Our Costs
of Revenues (“COR”) grew by 8% during the first 3 months of 2008 compared to the
same period in 2007. The increase in COR was approximately $120,000 and is due
in large part because we contracted our billing and collection to an outside
third party during the last half of 2007. Last year we did not have these costs,
billing and collections were handled in-house. The other components of COR
includes those expenses that are directly related to the surgical assistants and
the performance of their services.




Gross
Profit





As a
result of the interplay between lower revenue and higher COR, our Gross Profits
declined by 68% during the first quarter 2008 compared to the first quarter
2007. In the first quarter of 2008 our Gross Profit was $310,144 on Revenues of
$2,030,455, a gross margin of 15.27%. During the first quarter of 2007, our
Gross Profit was $972,674 on Revenues of $2,571,275, a gross margin of
37.83%.




Operating
Expenses





Operating
expenses during the first quarter of 2008 were $1,060,604 compared to $1,147,075
during the first quarter of 2007, a decrease of $86,471 or 7.5%.  We
have eliminated and/or reduced the extraneous costs that were necessary as the
Company was creating a Board of Directors, hiring consultants and other
non-recurring expenses.











Operating
Results as a Percentage of Net Revenue





The Table
below provides a brief recap of operating results for the three months ended
March 31, 2008 and 2007 expressed as a percentage of Net Revenue.






March 31,
            
            March
      31,2008
            
            2007Net
      Revenue
            
            
            100.00%
            
            
            100.00%Cost
      of Revenues
            
            
            84.73%
            
            
            62.17%Gross
      Profit
            
            
            15.27%
            
            
            37.83%Operating
      Expenses
            
            
            52.23%
            
            
            44.61%Net
      (Loss) Income from Operations
            
            
            (36.96%)
            
            
            (6.78%)Other
      (Expense) Income
            
            
            (34.59%)
            
            
            0.21%(Loss)
      Income from Operations
            
            
            (71.55%)
            
            
            (6.57%)Provision
      for Income Taxes
            
            
            (4.70%)
            
            
            (1.20%)Net
      (Loss) Income
            
            
            (66.85%)
            
            
            (5.37%)






LIQUIDITY
AND CAPITAL RESOURCES




As of
March 31, 2008, we had $498,242 in cash and cash equivalents on hand compared to
$987,974 on hand at March 31, 2007.  Our working capital (defined as
current assets less current liabilities) at March 31, 2008 was a deficit of
($519,724) compared to $2,066,824 at March 31, 2007.
 
 Our
operating activities used cash of $647,117 during the first quarter of 2008
compared to cash used in operations of $391,276 for the same period in
2007.  We operated at a cash shortfall of approximately $200,000 per
month during the first quarter of 2008.  These monthly deficits may
continue for the near term.  Currently, we do not have enough cash to
continue operating for the next twelve months.
 
 We
currently do not have enough cash to satisfy our minimum cash requirements for
the next twelve months. As reflected in the accompanying financial statements,
we incurred a net operating loss in the first quarter of 2008 and for the
year 2007, used substantial amounts of cash in our operating activities and had
an accumulated deficit in retained earnings at March 31, 2008. This raises
substantial doubt about our ability to continue as a going
concern.  Our ability to continue as a going concern is dependent on
our ability to raise additional capital. The financial statements do not include
any adjustments that might be necessary if we are unable to continue as a going
concern.
 
 The
Company was under contract with three of the five major insurance companies
during the latter part of 2007 continuing into 2008.  One contract was
cancelled in the latter part of 2007.  Another contract expired in
2008 and the third contract was terminated effective May 15, 2008.
 
 Once a
contract is terminated or expires, the effect on cash payments is delayed for a
period of time.  The Company expects a higher cash flow in the second
half of the second quarter and in the third quarter of 2008.
 
 Another
factor that influenced cash flow during the quarter was the practice of charge
backs used by one of the insurance companies.  During the first
quarter approximately $162,000 was charge back by this carrier.
 
 In
addition, we have a series of promissory notes in the amount of $1,230,000 plus
accrued interest due for repayment in June 2008.  Additionally, we
have a series of promissory notes in the amount of $1,485,000 plus accrued
interest due for repayment in July 2008.  We do not have sufficient
capital on hand to pay these Notes as they come due and we do not presently
forecast having sufficient funds to repay the Notes upon maturity.
 
 Management
is working diligently to locate a financing source of funding with which we can
repay the Notes.  Management has had discussions with other potential
lenders and is also evaluating the possibility of the sale of the Company in
order to raise the necessary funds to make the payments on the Notes as they
become due.  In addition, Management is considering accounts
receivable financing and is attempting to renegotiate the terms of repayment of
the loans.









If we are
not able to pay off the Notes as they become due, the Note holders may pursue
legal or other action against us.  If we do not have successful
defense, or if we are otherwise unable to meet our working capital needs, we may
have to discontinue operations.





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
judgment or estimate methodologies would cause effect on the Company’s
consolidated results of operation, 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 what are continuous in
nature.




Recent
Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" (SFAS 141(R)), which replaces SFAS No. 141, "Business
Combinations." SFAS 141(R) retains the underlying concepts of SFAS 141 in that
all business combinations are still required to be accounted for at fair value
under the acquisition method of accounting but SFAS 141(R) changed the method of
applying the acquisition method in a number of significant aspects. Acquisition
costs will generally be expensed as incurred; non controlling interests will be
valued at fair value at the acquisition date; in-process research and
development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date; restructuring costs associated with a business
combination will generally be expensed subsequent to the acquisition date; and
changes in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax expense. SFAS 141(R)
is effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period
subsequent to December 15, 2008, with the exception of the accounting for
valuation allowances on deferred taxes and acquired tax contingencies. SFAS
141(R) amends SFAS 109 such that adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with acquisitions that
closed prior to the effective date of SFAS 141(R) would also apply the
provisions of SFAS 141(R). Early adoption is not permitted. We are currently
evaluating the effects, if any, that SFAS 141(R) may have on our financial
statements and believe it could have a significant impact if business
combinations are consummated. However, the effect is indeterminable as of March
31, 2008.
 
 In
December 2007, the FASB issued SFAS No. 160, "Non controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51." This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008, with earlier adoption prohibited. This
statement requires the recognition of a non controlling interest (minority
interest) as equity in the consolidated financial statements and separate from
the parent's equity. The amount of net income attributable to the non
controlling interest will be included in consolidated net income on the face of
the income statement. It also amends certain of ARB No. 51's consolidation
procedures for consistency with the requirements of SFAS 141(R). This statement
also includes expanded disclosure requirements regarding the interests of the
parent and its non controlling interest. We are currently evaluating this new
statement and anticipate that the statement will not have a significant impact
on the reporting of our results of operations.
 
 In March
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133. This Statement amends and expands the disclosure
requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities to provide users of financial statements with an enhanced
understanding of (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008 with early application
permitted. The Company expects to adopt SFAS No. 161 on January 1, 2009, and has
not yet determined the effect of SFAS No. 161 on its Financial
Statements.







Off-Balance
Sheet Arrangements




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





Item
3.  Quantitative and Qualitative Disclosures about Market
Risks





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





Item
4T. Controls and Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.





Management’s Report on
Internal Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in the
Company’s internal control over financial reporting during the quarter ended
March 31, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.




The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of March
31, 2008.





This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.













PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




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




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





None





Item
3. Defaults Upon Senior Securities.




None




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




None




Item
5. Other Information.




None




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




(a)
            Exhibits





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




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





(b)           Reports
of Form 8-K




On
January 29, 2008, the Company filed a Form 8-K with the SEC disclosing the
execution of certain Lock Up Agreements, the cancellation of a consulting
agreement, and the appointment of the Company’s Chief Financial
Officer.















SIGNATURES




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








AMERICAN
SURGICAL HOLDINGS, INC.


Date:
      May 14, 2008
            By:
            /s/
      ZAK W.
      ELGAMALZak
      W. ElgamalChairman
      & Chief Executive Officer
              and
      Principal Executive OfficerDate:
      May 14, 2008
            By:
            /s/
      JAMES A.
      LONGAKERJames
      A. LongakerChief
      Financial Officer and
              Principal
      Accounting Officer