**UNITED
          STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
          D.C. 20549**
  **FORM
          10-QSB/A**
 **(Mark
          One)**
  **x**
                **Quarterly
                    Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                    Act of
                    1934.**
  **For
          the quarterly period ended June 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
          August 14, 2007 there were 8,425,484 shares of common stock issued and
          outstanding.
   
   **INFORMATIONAL
          NOTE**
 
 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 adjustments, the Company was required, among other things,
          to
          restate its financial statements and amend its Form 10-QSB for the period
          ended
          June 30, 2007 with a net reduction in its reported loss of approximately
          $63,000.
 
 1
  **AMERICAN
          SURGICAL HOLDINGS, INC.**
 **FORM
          10QSB**
 **JUNE
          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**
    2
 
 
 **Item
          1. Financial Statements**
  **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 
 
 
 **CONTENTS**
 
  PAGE
                4
                CONDENSED
                    CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2007 (UNAUDITED) (RESTATED)
                    AND
                    DECEMBER 31, 2006 (AUDITED)PAGE
                5
                CONDENSED
                    CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS
                    ENDED
                    JUNE 30, 2007 (RESTATED) AND 2006 (UNAUDITED)PAGE
                6
                CONDENSED
                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
                    (RESTATED)PAGE
                7
                CONDENSED
                    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
                    JUNE 30,
                    2007 (RESTATED) AND 2006 (UNAUDITED)PAGES
                8
                    -
                    16
                NOTES
                    TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    (UNAUDITED)
    3
   **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **CONDENSED
          CONSOLIDATED BALANCE SHEETS**
 **AS
          OF JUNE 30, 2007 AND DECEMBER 31, 2006**
    **ASSETS**JUNE
                    30,
                  2007
                  (UNAUDITED)
                  AS
                    RESTATED - NOTE 2
                
                
                DECEMBER
                    31,
                  2006
                  (AUDITED)**CURRENT
                    ASSETS**Cash
                      and cash equivalents
                
                $
                1,053,818
                
                
                $
                1,387,016Accounts
                    receivable, net
                
                
                2,596,582
                
                
                
                2,031,769Prepaid
                      expenses and other current assets
                
                
                117,368
                
                
                
                61,902**TOTAL
                      CURRENT ASSETS**
                
                
                3,767,768
                
                
                
                3,480,687**PROPERTY
                      AND EQUIPMENT, NET**
                
                
                91,609
                
                
                
                102,129**DEFERRED
                    FINANCING COSTS, NET**
                
                
                281,249
                
                
                
                -**TOTAL
                    ASSETS**
                
                $
                4,140,626
                
                
                $
                3,582,816**LIABILITIES
                      AND STOCKHOLDERS’ EQUITY****CURRENT
                      LIABILITIES**Accounts
                    payable and accrued expenses
                
                $
                276,824
                
                
                $
                297,597Accrued
                      income tax payable
                
                
                -
                
                
                
                466,492Deferred
                    income tax
                
                
                423,925
                
                
                
                651,827Notes
                      Payable, net of unamortized discount of $673,368 and
                      $0
                
                
                556,632
                
                
                
                -**TOTAL
                      CURRENT LIABILITIES**
                
                
                1,257,381
                
                
                
                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
                
                
                2,015,558
                
                
                
                513,143Deferred
                      compensation
                
                
                (538,268
                )
                
                
                (193,750
                )Retained
                    earnings
                
                
                1,397,530
                
                
                
                1,839,207Total
                      Stockholders’ Equity
                
                
                2,883,245
                
                
                
                2,166,900**TOTAL
                      LIABILITIES AND STOCKHOLDERS’ EQUITY**
                
                $
                4,140,626
                
                
                $
                3,582,816
  See
          accompanying notes to condensed consolidated financial statements.
   4
   **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 SIX MONTHS ENDED
                
                
                FOR
                    THE SIX MONTHS ENDEDJUNE
                    30, 2007
                  AS
                    RESTATED - NOTE 2
                
                
                JUNE
                    30, 2006
                
                
                JUNE
                    30, 2007
                  AS
                    RESTATED - NOTE 2
                
                
                JUNE
                    30, 2006**REVENUES,
                      NET**
                
                $
                2,505,625
                
                
                $
                2,678,909
                
                
                $
                5,076,900
                
                
                $
                4,914,836**COST
                      OF REVENUES**
                
                
                1,781,708
                
                
                
                1,698,992
                
                
                
                3,380,309
                
                
                
                3,225,839**GROSS
                      PROFIT**
                
                
                723,917
                
                
                
                979,917
                
                
                
                1,696,591
                
                
                
                1,688,997**OPERATING
                      EXPENSES**
                
                
                1,016,874
                
                
                
                443,042
                
                
                
                2,163,949
                
                
                
                719,480**NET
                      (LOSS) INCOME FROM OPERATIONS**
                
                
                (292,957
                )
                
                
                536,875
                
                
                
                (467,358
                )
                
                
                969,517**OTHER
                      INCOME (EXPENSE)**
                
                
                (98,789
                )
                
                
                1,856
                
                
                
                (93,305
                )
                
                
                2,854**(LOSS)
                      INCOME FROM OPERATIONS**
                
                
                (391,746
                )
                
                
                538,731
                
                
                
                (560,663
                )
                
                
                972,371Provision
                      for Income Taxes
                
                
                88,252
                
                
                
                (205,597
                )
                
                
                118,986
                
                
                
                (378,841
                )**NET
                      (LOSS) INCOME**
                
                $
                (303,494
                )
                
                $
                333,134
                
                
                $
                (441,677
                )
                
                $
                593,530Net
                      (loss) income per share – basic and diluted
                
                $
                (.04
                )
                
                $
                .04
                
                
                $
                (.05
                )
                
                $
                .07Weighted
                      average number of shares outstanding during the period – basic and
                      diluted
                
                
                8,425,484
                
                
                
                8,297,436
                
                
                
                8,406,561
                
                
                
                8,293,469
    See
          accompanying notes to condensed consolidated financial statements.
   5
 **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **CONDENSED
          CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**
 **FOR
          THE PERIOD ENDED JUNE 30, 2007**
 **(AS
          RESTATED - NOTE 2)**
 **(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
                
                
                
                (110,001
                )
                
                
                -
                
                
                
                109,999Shares
                      issued for Director Fees
                
                
                -
                
                
                
                -
                
                
                
                25,000
                
                
                
                25
                
                
                
                54,975
                
                
                
                -
                
                
                
                -
                
                
                
                55,000Options
                      issued for services
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                66,629
                
                
                
                (50,533
                )
                
                
                -
                
                
                
                16,096Options
                      issued to Directors
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                57,131
                
                
                
                (31,984
                )
                
                
                -
                
                
                
                25,147Options
                      issued to officers
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                222,280
                
                
                
                (177,000
                )
                
                
                -
                
                
                
                45,280Deferred
                      Compensation
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                25,000
                
                
                
                -
                
                
                
                25,000Warrants
                      issued – Private Placement Memorandum
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                881,500
                
                
                
                -
                
                
                
                -
                
                
                
                881,500Net
                      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (441,677
                )
                
                
                (441,677
                )Balances,
                      June 30, 2007
                
                
                -
                
                
                $
                -
                
                
                
                8,425,484
                
                
                $
                8,425
                
                
                $
                2,015,558
                
                
                $
                (538,268
                )
                
                $
                1,397,530
                
                
                $
                2,883,245
  See
          accompanying notes to condensed consolidated financial statements.
    6
    **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **CONDENSED
          CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
          THE SIX MONTHS ENDED**
 **(UNAUDITED)**
  JUNE
                    30, 2007 AS RESTATED – NOTE 2
                
                
                JUNE
                    30, 2006**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                      (loss) income
                
                $
                (441,677
                )
                
                $
                593,530Adjustments
                    to reconcile net (loss) income to net cash provided by (used
                    in) operating
                    activities:Depreciation
                      and amortization
                
                
                18,288
                
                
                
                14,642Amortization
                    of deferred financing costs
                
                
                25,568
                
                
                
                -Amortization
                      of discount on Notes Payable
                
                
                61,215
                
                
                
                -Deferred
                    compensation
                
                
                25,000
                
                
                
                25,000Common
                      stock issued for services
                
                
                109,999
                
                
                
                -Common
                    stock issued for Director fees
                
                
                55,000
                
                
                
                -Value
                      of options issued for services
                
                
                16,096
                
                
                
                -Value
                    of options issued to officers
                
                
                45,280
                
                
                
                -Value
                      of options issued for Director fees
                
                
                25,147
                
                
                
                -Changes
                    in operating assets and liabilities:(Increase)
                      Decrease in accounts receivable
                
                
                (564,813
                )
                
                
                139,243(Increase)
                    Decrease in prepaid expenses and other current assets
                
                
                (55,466)
                
                
                
                4,925Increase
                      (Decrease) in accounts payable and
                      accrued expenses
                
                
                (20,773
                )
                
                
                (2,079
                )Increase
                    (Decrease) in accrued taxes
                
                
                (694,394
                )
                
                
                373,771Net
                      Cash (Used In) Provided By Operating Activities
                
                
                (1,395,530
                )
                
                
                1,149,032**CASH
                      FLOWS FROM INVESTING ACTIVITIES:**Purchase
                    of property and equipment
                
                
                (7,768
                )
                
                
                (45,450
                )Net
                      Cash (Used In)Provided By Investing Activities
                
                
                (7,768
                )
                
                
                (45,450
                )**CASH
                      FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                    from issuance of common stock
                
                
                -
                
                
                
                30,002Repayment
                      of loan payable – related party
                
                
                -
                
                
                
                (85,000
                )Proceeds
                    from increase in Notes Payable
                
                
                1,070,100
                
                
                
                -Net
                      Cash (Used In) Provided By Financing Activities
                
                
                1,070,100
                
                
                
                (54,998
                )**NET
                      INCREASE (DECREASE) IN CASH**
                
                
                (333,198
                )
                
                
                1,048,584**CASH
                      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
                
                
                1,387,016
                
                
                
                97,841**CASH
                      AND CASH EQUIVALENTS AT END OF PERIOD**
                
                $
                1,053,818
                
                
                $
                1,146,425**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.
   7
   **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(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 six month periods ended June 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.
  
 8
  **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(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 3
          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 3, 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 June
          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 3.
 
 **Deferred
          Financing Costs**
 
 Deferred
          financing costs include the commissions paid to and the fair value of the
          warrants issued to the placement agent in connection with the PPM discussed
          in
          Note 3.
 
 **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.
   9
   **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(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 June 30, 2006 the Company does not have any dilutive
          securities outstanding. As of June 30, 2007, the assumed exercise of 2,759,000
          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.
   10
  **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(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.
  **NOTE
          2 – RESTATEMENT**
  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 adjustments, the Company was required, among other things,
          to
          restate its financial statements and amend its Form 10-QSB for the period
          ended
          June 30, 2007 with a net reduction in its reported loss of approximately
          $63,000.
    11
  **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(UNAUDITED)**
  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.
 
 Included
          in Prepaid Expenses and other current assets is $94,902 of Prepaid Compensation
          – Related Parties.
 
 The
          following table sets forth the effects of the restatement to certain line
          items
          within the Company's
 previously
          reported balance sheet:
 JUNE
                    30, 2007As
                    previouslyreported
                
                
                Adjustments
                
                
                As
                    restatedPrepaid
                    expenses and other current assets
                
                $
                22,466
                
                
                $
                94,902
                
                
                $
                117,368Total
                    Current Assets
                
                $
                3,672,866
                
                
                $
                94,902
                
                
                $
                3,767,768Total
                    Assets
                
                $
                4,045,724
                
                
                $
                94,902
                
                
                $
                4,140,626Deferred
                    income tax
                
                $
                391,659
                
                
                $
                32,266
                
                
                $
                423,925Total
                    Current Liabilities
                
                $
                1,225,115
                
                
                $
                32,266
                
                
                $
                1,257,381Retained
                    Earnings
                
                $
                1,334,894
                
                
                $
                62,636
                
                
                $
                1,397,530Total
                    Stockholders' Equity
                
                $
                2,820,609
                
                
                $
                62,636
                
                
                $
                2,883,245Total
                    Liabilities and Stockholders' Equity
                
                $
                4,045,724
                
                
                $
                94,902
                
                
                $
                4,140,626
 
 The
          following table sets forth the effects of the restatement to certain line
          items
          within the Company's previously
          reported statement of operations:
  FOR
                    THE THREE MONTHS ENDED
                
                
                FOR
                    THE SIX MONTHS ENDEDJUNE
                    30, 2007
                
                
                JUNE
                    30, 2007As
                    previously
                
                
                
                
                
                
                
                
                As
                    previouslyreported
                
                
                Adjustments
                
                
                As
                    restated
                
                
                reported
                
                
                Adjustments
                
                
                As
                    restatedOperating
                    expenses
                
                $
                1,111,776
                
                
                $
                94,902
                
                
                $
                1,016,874
                
                
                $
                2,258,851
                
                
                $
                94,902
                
                
                $
                2,163,949Net
                    (loss) income from operations
                
                $
                (387,859
                )
                
                $
                94,902
                
                
                $
                (292,957
                )
                
                $
                (562,260
                )
                
                $
                94,902
                
                
                $
                (467,358
                )
   12
  **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(UNAUDITED)**
 
 (Loss)
                    income from operations
                
                $
                (486,648
                )
                
                $
                94,902
                
                
                $
                (391,746
                )
                
                $
                (655,565
                )
                
                $
                94,902
                
                
                $
                (560,663
                )Provision
                    for income taxes
                
                $
                120,518
                
                
                $
                32,266
                
                
                $
                88,252
                
                
                $
                151,252
                
                
                $
                32,266
                
                
                $
                118,986Net
                    (loss) income
                
                $
                (366,130
                )
                
                $
                62,636
                
                
                $
                (303,494
                )
                
                $
                (504,313
                )
                
                $
                62,636
                
                
                $
                (441,677
                )Net
                    (loss) income per share - basic & diluted
                
                $
                (0.04
                )
                
                $
                -
                
                
                $
                (0.04
                )
                
                $
                (0.06
                )
                
                $
                0.01
                
                
                $
                (0.05
                )
 
 The
          following table sets forth the effects of the restatement to certain line
          items
          within the Company's previously
          reported statement of stockholders' equity:
  RETAINED
                    EARNINGS
                
                
                TOTAL
                    STOCKHOLDERS' EQUITYAs
                    previously
                
                
                
                
                
                
                
                
                As
                    previouslyreported
                
                
                Adjustments
                
                
                As
                    restated
                
                
                reported
                
                
                Adjustments
                
                
                As
                    restatedNet
                    Loss
                
                $
                (504,313
                )
                
                $
                62,636
                
                
                $
                (441,677
                )
                
                $
                (504,313
                )
                
                $
                62,636
                
                
                $
                (441,677
                )Balances,
                    June 30, 2007
                
                $
                1,334,894
                
                
                $
                62,636
                
                
                $
                1,397,530
                
                
                $
                2,820,609
                
                
                $
                62,636
                
                
                $
                2,883,245
 
 The
          following table sets forth the
          effects of the restatement to certain line items within the
          Company'spreviously
          reported statement of cash
          flows:
  FOR
                    THE SIX MONTHS ENDEDJUNE
                    30, 2007As
                    previouslyreported
                
                
                Adjustments
                
                
                As
                    restatedNet
                    (loss) income
                
                $
                (504,313
                )
                
                $
                62,636
                
                
                $
                (441,677
                )(Increase)
                    decrease in prepaid expensesand
                    other current assets
                
                $
                39,436
                
                
                $
                94,902
                
                
                $
                (55,466
                )Increase
                    (decrease) in accrued taxes
                
                $
                (726,660
                )
                
                $
                32,266
                
                
                $
                (694,394
                )
  13
  **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(UNAUDITED)**
 
 **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.
 
 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 six months ended June 30,
          2007.
  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.
 
 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.  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”).
   14
 **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(UNAUDITED)**
 
 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 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. 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.
 
 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.
 
 Interest
          Expense
 
 Included
          in interest expense for the three and six months ended June 30, 2007 is
          $15,375
          of interest accrued at 15% on the face amount of the Notes ($1,230,000),
          $61,215
          related to the accretion of the discount on the Notes and $25,568 of
          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
          – SUBSEQUENT EVENTS**
 
 On
          July
          2, 2007 the second and final round of the PPM 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 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. 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.
  15
  **AMERICAN
          SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
          ASAH Corp.)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2007AND 2006**
 **(AS
          RESTATED - NOTE 2)**
 **(UNAUDITED)**
 
 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.
 
 
  16
   **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 JUNE 30, 2007 COMPARED TO THE
          THREE
          MONTHS ENDED JUNE 30, 2006
  Revenues
  Revenues
          decreased by $173,284, or 6.5% for the three months ended June 30, 2007
          as
          compared to the three months ended June 30, 2006 due to a decline in the
          number
          of reimbursable surgeries that the assistants performed at the Company’s major
          hospital and healthcare facility clients during the
          period.   Although the total surgeries handled by the
          assistants increased during this three month period over the same period
          last
          year, the number of paying cases declined as the Company experienced
          an increase in the number of non-paying Medicare/Medicaid cases. The Company
          covers these cases despite the lack of reimbursement as part of our contractual
          obligations with our client facilities.
  Cost
          of
          Revenue
  Cost
          of
          revenue for the three months ended June 30, 2007 increased by $82,716 as
          compared to the three months ended June 30, 2006. This increase is primarily
          due
          to the increased number of assistants on staff during this period compared
          to
          the same period in 2006.  At June 30, 2007 the Company had
          approximately 88 surgical assistants employed as compared to approximately
          71 at
          June 30, 2006. The Company has hired additional assistants in anticipation
          of
          continued growth and must train these assistants for a period of time prior
          to
          their being able to generate revenue.
   17
   Operating
          Expenses
 
 Operating
          expenses increased by $573,832 for the three months ended June 30, 2007
          as
          compared to the three months ended June 30, 2006. This increase in operating
          expenses was primarily due to (i) the costs associated with establishing
          the new
          board of directors, (ii) indirect costs associated with the Private Placement
          Memorandum, and (iii) increases in office and administrative
          expenses.
 
 RESULTS
          OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO THE SIX
          MONTHS
          ENDED JUNE 30, 2006
 
 Revenues
  Revenues
          increased by $162,064, or 3.3% for the six months ended June 30, 2007 as
          compared to the six months ended June 30, 2006 primarily due to the continued
          strengthening and expanding of the Company’s existing relationships with
          surgeons, hospitals and healthcare facility clients.  Revenue growth
          was partially offset by the increase in the number of non-paying
          Medicare/Medicaid cases.  The Company covers these cases despite the
          lack of reimbursement as part of our contractual obligations with our client
          facilities.
  Cost
          of
          Revenue
  Cost
          of
          revenue for the six months ended June 30, 2007 increased by $154,470 as
          compared
          to the six months ended June 30, 2006. This increase is primarily due to
          the
          increased number of assistants on staff during this period compared to
          the same
          period in 2006.  At June 30, 2007 the Company had approximately 88
          surgical assistants employed as compared to approximately 71 at June 30,
          2006.
          The Company has hired additional assistants in anticipation of continued
          growth
          and must train these assistants for a period of time prior to their being
          able
          to generate revenue.
  Operating
          Expenses
 
 Operating
          expenses increased by $1,444,469 for the six months ended June 30, 2007
          as
          compared to June 30, 2006. This increase in operating expenses was primarily
          due
          to (i) the costs associated with establishing the new board of directors,
          (ii)
          indirect costs associated with the Private Placement Memorandum, and (iii)
          increases in office and administrative expenses.
  **Operating
          Results as a Percentage of Net Revenues**
 
 The
          Table
          below provides a summary of operating results for the three and six months
          ended
          June 30, 2007 and 2006 expressed as a percentage of Revenues, net.
  **For
                      the three months ended**
                  
                  
                  **For
                      the six months ended**June
                      30,
                  
                  
                  June
                      30,
                  
                  
                  June
                      30,
                  
                  
                  June
                      30,2007
                  
                  
                  2006
                  
                  
                  2007
                  
                  
                  2006Revenues,
                        net
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %Cost
                        of Revenues
                  
                  
                  71.1
                  %
                  
                  
                  63.4
                  %
                  
                  
                  66.6
                  %
                  
                  
                  65.6
                  %Gross
                        Profit
                  
                  
                  28.9
                  %
                  
                  
                  36.6
                  %
                  
                  
                  33.4
                  %
                  
                  
                  34.4
                  %Operating
                        Expenses
                  
                  
                  40.5
                  %
                  
                  
                  16.5
                  %
                  
                  
                  42.6
                  %
                  
                  
                  14.6
                  %Net
                        (Loss) Income from Operations
                  
                  
                  -11.6
                  %
                  
                  
                  20.1
                  %
                  
                  
                  -9.2
                  %
                  
                  
                  19.7
                  %Other
                        (Expense) Income
                  
                  
                  -3.9
                  %
                  
                  
                  -
                  
                  
                  
                  -1.8
                  %
                  
                  
                  0.0
                  %(Loss)
                        Income from Operations
                  
                  
                  -15.6
                  %
                  
                  
                  20.1
                  %
                  
                  
                  -11.0
                  %
                  
                  
                  19.8
                  %Provision
                        for Income Taxes
                  
                  
                  3.5
                  %
                  
                  
                  -7.7
                  %
                  
                  
                  2.3
                  %
                  
                  
                  -7.7
                  %Net
                        (Loss) Income
                  
                  
                  -12.0
                  %
                  
                  
                  12.4
                  %
                  
                  
                  -8.7
                  %
                  
                  
                  12.1
                  %
  
 18
   LIQUIDITY
          AND CAPITAL RESOURCES
  Operating
          Activities
  As
          of
          June 30, 2007, the Company had $1,053,818 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 six months ended June 30, 2007 was
          $441,677.  Included in this loss was $381,593 of non-cash expenses
          relating primarily to the issuance of common stock, stock options and warrants
          to directors, officers and non-employees for services.
 
 During
          the first six months of 2007, the Company’s accounts receivables increased by
          $564,813.  The Company collected approximately $665,000 less cash on
          claims submitted 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.   Beginning in the fourth
          quarter of 2006 and continuing into 2007, 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.  Additionally, 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 $1,395,530 of cash during the first six months
          of 2007
          as compared to cash provided by operations of $1,149,032 for the same period
          in
          2006.
  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 Company executed Notes in the
          principal amount of $1,230,000 and issued warrants to purchase 1,230,000
          shares
          of common stock. 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.
 
 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 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 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, was paid to
          Dawson.
 
 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 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.
    19
   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”).
          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.
   20
   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.
  **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 June
          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 is restating its financial statements
          in the
          Form 10-QSB for the quarter ended June 30, 2007 with a net reduction in
          its
          reported loss of approximately $63,000.  As required, the Company
          filed a Form 8-K on November 21, 2007 (as amended on December 5,
          2007) 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 this
          Form
          10-QSB/A supersede such prior financial statements.
 
 In
          addition to the restatement of the Company’s financial statements in this Form
          10-QSB/A for the quarter ended June 30, 2007, the Company 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 as having been paid to related
          parties.  These errors did not change the results of oeprations or
          financial condition of the Company for the year ended December 31,
          2006.
 
 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 June
          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 to 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;
   21
 
  3)
          Performing additional periodic payroll reviews to ascertain if any new
          or
          returning employees have any such relationships; and
 
 4)
          The
          Company identified a Chief Financial Officer candidate.  However, as
          of December 6, 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 six months
          of 2007
          that have materially affected, or are reasonably likely to materially affect,
          our internal control over financial reporting.
 
  22
 
  **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**
 
 In
          May
          2007, the Company commenced an 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 offering had a
          minimum of 12 Units and a maximum of 35 Units.
 
 On
          June
          7, 2007 the minimum was achieved with the sale and acceptance of 12.30
          Units. 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 net
          proceeds of $1,070,100 were forwarded to the Company at that time and the
          balance of the proceeds, $159,900, were paid to
          Dawson.    Upon completion of this first round, the Company
          issued warrants to Dawson to purchase 246,000 shares of common
          stock.
 
 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
  31.1 Principal
                    Executive Officer Certification pursuant to Section 302 of Sarbanes
                    Oxley Act of 200231.2 Principal
                    Financial Officer Certification pursuant to Section 302 of Sarbanes
                    Oxley Act of 200232.1
                    Principal Executive Officer Certification pursuant to Section 906 of
                    Sarbanes Oxley Act of 200232.2
                    Principal Financial Officer 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.
   23
  
 **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:
                    December 6, 2007
                By:
                /s/
                    *ZAK W. ELGAMAL*Zak
                    W. ElgamalChairman
                    & Chief Executive Officer
                  (Principal
                    Executive Officer)Date:
                    December 6, 2007
                By:
                /s/
                    *WILLIAM J. MCGINNIS*William
                    J. McGinnisActing
                    Chief Accounting Officer
                  (Principal
                    Accounting Officer)
  24