UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  AMENDMENT NO. 2 TO FORM 10-QSB (Mark One)  x
        Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended March 31, 2006. 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  ASAH CORP. (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 #250Houston, 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. YesxNoo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes
        o
        Nox  State the number of shares outstanding of each of the issuers classes of common equity, as of May 11, 2006: 29,048,395shares of common stock.             ASAH CORP.

(Formerly known as Renfrew, Inc.)

FINANCIAL STATEMENTS



INDEX



PART I-- FINANCIAL INFORMATION




Item 1.
        Financial Statements


Item 2.
        Managements Discussion and Analysis of Financial Condition


Item 3.
        Control and Procedures

PART II-- OTHER INFORMATION




Item 1.
        Legal Proceedings


Item 2.
        Changes in Securities


Item 3.
        Defaults Upon Senior Securities


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


Item 5.
        Other Information


Item 6.
        Exhibits and Reports on Form 8-K

SIGNATURE



Item 1. Financial Information



BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006. The financial statements are presented on the accrual basis.






























ASAH CORP. AND SUBSIDIARY

FINANCIAL STATEMENTS

AS OF MARCH 31, 2006

(UNAUDITED)









ASAH CORP. AND SUBSIDIARY



CONTENTS






PAGE
        1
        CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2006 (UNAUDITED)PAGE
        2
        STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 (CONSOLIDATED) AND 2005 (COMBINED) (UNAUDITED)PAGE
        3
        STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 (CONSOLIDATED) AND 2005 (COMBINED) (UNAUDITED)PAGES
        4 - 7
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)









ASAH CORP. AND SUBSIDIARY

COSOLIDATEDBALANCE SHEET

AS OF MARCH 31, 2006

(UNAUDITED)










ASSETSCURRENT ASSETSCash
        $
        450,590Accounts receivable, net
        
        1,645,357Advances to employees
        
        16,850Prepaid expenses and other current assets
        
        11,971Total Current Assets
        
        2,124,768Property and Equipment, net
        
        87,109TOTAL ASSETS
        $
        2,211,877LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
        $
        145,106Due to related party
        
        30,000Accrued income tax
        
        639,717Total Current Liabilities
        
        814,823STOCKHOLDERS EQUITYPreferred stock, $0.001 par value, 10,000,000 shares authorized,
none issued and outstandingCommon stock, $0.001 par value, 100,000,000 shares authorized, 29,013,100 shares issued and outstanding
        
        29,013Additional paid-in capital
        
        459,880Deferred compensation
        
        (231,250)Retained earnings
        
        1,139,411Total Stockholders Equity
        
        1,397,054TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
        $
        2,211,877



See accompanying notes to consolidated financial statements.

1









ASAH CORP. AND SUBSIDIARY

STATEMENTS OF OPERATIONS

(UNAUDITED)










For the Three Months Ended March 31, 2006 (Consolidated)
        
        For the Three Months Ended March 31, 2005 (Combined)REVENUE, NET
        $
        2,235,926
        $
        775,005COST OF REVENUES
        
        1,526,847
        
        582,380GROSS PROFIT
        
        709,079
        
        192,625OPERATING EXPENSESGeneral and administrative
        
        119,221
        
        70,260Salaries
        
        129,838
        
        66,854Rent
        
        27,380
        
        19,830Total Operating Expenses
        
        276,439
        
        156,944NET INCOME FROM OPERATIONS
        
        432,640
        
        35,681OTHER INCOMEInterest income
        
        999
        
        50Total Other Income
        
        999
        
        50INCOME FROM OPERATIONS
        
        433,639
        
        35,731Provision for Income Taxes
        
        173,244
        
        14,101NET INCOME
        $
        260,395
        $
        21,630Net income per share - basic and diluted
        $
        .01
        $
        -Weighted average number of shares outstanding during the period  basic and diluted
        
        29,013,100
        
        12,100,000



See accompanying notes to consolidated financial statements.

2









ASAH CORP. AND SUBSIDIARY

CONDENSEDSTATEMENT OF CASH FLOWS

(UNAUDITED)










For the Three Months Ended March 31, 2006 (Consolidated)
        
        For the Three Months Ended March 31, 2005 (Combined)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
        $
        260,395
        $
        21,630Adjustments to reconcile net income to net cash provided by provided by (used in) operating activities:Depreciation and amortization
        
        6,592
        
        4,232Deferred compensation
        
        12,500
        
        -Changes in operating assets and liabilities:Increase in accounts receivable, net
        
        (9,844)
        
        (86,749)(Increase) decrease in advance to employees
        
        (1,295)
        
        1,826Decrease in prepaid expenses
        
        4,086
        
        11,070Increase (decrease) in accounts payable and accrued expenses
        
        939
        
        (8,715)Increase in accrued taxes
        
        168,174
        
        14,101Net Cash Provided By (Used In) Operating Activities
        
        441,547
        
        (42,605)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment
        
        (28,798)
        
        (4,669)Net Cash Used In Investing Activities
        
        (28,798)
        
        (4,669)CASH FLOWS FROM FINANCING ACTIVITIESBank overdraft
        
        (35,352)
        
        929Due to related party
        
        (60,000)
        
        -Net Cash Provided by (Used in) Financing Activities
        
        (95,352)
        
        929NET INCREASE (DECREASE) IN CASH
        
        317,397
        
        (46,345)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
        
        133,193
        
        46,345CASH AND CASH EQUIVALENTS AT END OF PERIOD
        $
        450,590
        $
        -SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for income taxes
        $
        -
        $
        -



See accompanying notes to consolidated financial statements.

3









ASAH CORP. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2006 (CONSOLIDATED) AND 2005 (COMBINED)

(UNAUDITED)








NOTE 1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization



ASAH Corp. formerly known as RenFrew, Inc., was organized under the laws of the State of Delaware.



American Surgical Assistants, Inc. (ASA) was organized under the laws of the State of Texas on April 4, 2001 as a Texas limited partnership. On June 27, 2002, the Company converted to a Texas corporation. The Company provides surgical assistants to hospitals in the Houston, Texas area.



On October 10, 2005, pursuant to a Stock Purchase Agreement and Share Exchange by and among ASAH Corp., a Delaware corporation (ASAH), ASA and the shareholders of ASA, ASAH purchased all of the outstanding shares of ASA for a total of 12,000,000 shares of ASAHs common stock to the ASA shareholders. Pursuant to the agreement, ASA became a wholly-owned subsidiary of ASAH.



The Company has accounted for the transaction as a combination of entities under common control as the companies had the same ownership and management and accordingly, recorded the merger at historical cost. Accordingly, all shares and per share amounts have been retroactively restated.



(B) Principles of Consolidation and Combination



The 2006 consolidated financial statements include the accounts of ASAH Corp. and its wholly owned subsidiary American Surgical Assistants, Inc. The 2005 combined financial statements include the accounts of American Surgical Assistants, Inc. and ASAH Corp.



All significant intercompany accounts and transactions have been eliminated in consolidation and combination. ASAH Corp. and its wholly owned subsidiary American Surgical Assistants, Inc. are hereafter referred to as the Company.



(C) Basis of Presentation



The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.



It is managements opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements



4









ASAH CORP. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2006 (CONSOLIDATED) AND 2005 (COMBINED)

(UNAUDITED)





presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.



(D) Use of Estimates



In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 revenues and expenses during the reported period. Actual results could differ from those estimates.



Based on updated historical trends and refinements to estimate such trends, the Company reduced its estimate of a valuation allowance by approximately $190,000.



(E) Cash and Cash Equivalents



The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of the balance sheet dates presented in the financial statements. The Company had approximately $250,000 in cash that exceeded federally insured limits.



(F) Income Taxes



The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (Statement 109). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.



(G) Income Per Share



Basic and diluted net income per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, Earnings Per Share. As of March 31, 2006 and 2005, the Company does not have any outstanding dilutive securities.



(H) Fair Value of Financial Instruments



The carrying amounts of the Companys financial instruments including accounts receivable, accounts payable and due to related party approximate fair value due to the relatively short period to maturity for this instrument.







5







ASAH CORP. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2006 (CONSOLIDATED) AND 2005 (COMBINED)

(UNAUDITED)







(I) Revenue Recognition



The Company recognizes revenue at the time the services are provided based on the contract amount or the estimated insurance reimbursement at the time of service.



(J) Property and Equipment



Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of three to five years.



(K) Business Segments



The Company operates in one segment and therefore segment information is not presented.



(L) Impairment of Long-Lived Assets



The Company has adopted SFAS No. 144, which requires that long-lived assets and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets annually. SFAS No. 144 also requires that assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.



(M) Recent Accounting Pronouncements



In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. This Statement replaces APB Opinion No,. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. This Statement is effective in fiscal years beginning after December 15, 2005. The Company has not yet
determined the effect of implementing this standard.







6









ASAH CORP. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2006 (CONSOLIDATED) AND 2005 (COMBINED)

(UNAUDITED)






NOTE 2
        ACCOUNTS RECEIVABLE

Accounts receivable at March 31, 2006 consisted of the following:





Trade and other receivables
        $
        2,262,848Less: allowance for doubtful accounts and discounts on contractual allowances
        
        617,491Accounts receivable, net
        $
        1,645,357

During the three ended March 31, 2006 and 2005, the Company recorded an allowance for doubtful accounts of $0 and $0, respectively.




NOTE 3
        LOAN PAYABLE  RELATED PARTY

During 2006, the Company repaid $60,000 of a $90,000 loan from a related corporation. The loan is unsecured, interest free and due on demand (See Note 6).




NOTE 4
        COMMITMENTS AND CONTINGENCIES

(A) Employment Agreement



During July 2005, the Company renewed a service agreement with its President for a period of five years. The agreement renews annually unless cancelled by either party with sixty days written notice. The agreement calls for the President to receive annual compensation of $260,000 per year, an automobile allowance, health insurance, disability insurance of $10,000 per month for a period of five years following any disability that lasts more than ninety days, an expense account of $10,000 per month and a severance equal to $3,000,000, and an option to purchase 5% of any shares issued by the Company during the term of the contract at a discount price equal to 25% of the closing price on the date issued by the Company.



During July 2005, the Companys subsidiary renewed a service agreement with its Vice President for a period of five years. The agreement renews annually unless cancelled by either party with sixty days written notice. The agreement calls for the Vice President to receive annual compensation of $260,000 per year, an automobile allowance, health insurance, disability insurance of $10,000 per month for a period of five years following any disability that lasts more than ninety days, an expense account of $10,000 per month and a contract termination payment equal to $3,000,000 and an option to purchase 5% of any shares issued by the Company during the term of the contract at a discount price equal to 25% of the closing price on the date issued by the Company.




NOTE 5
        RELATED PARTY TRANSACTIONS

During 2006 and 2005, the Company paid rent expense to a corporation owned by an officer under a sublease agreement of $12,000 and $10,500, respectively.



7







ASAH CORP. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2006 (CONSOLIDATED) AND 2005 (COMBINED)

(UNAUDITED)








NOTE 6
        SUBSEQUENT EVENT

In April of 2006, the company repaid the balance of a loan in the amount of $30,000 to a related corporation.



In April 2006, 35,295 shares of the Companys common stock were issued for a total of $30,001.







8


















Item 2. Managements Discussion and Analysis or Plan of Operation



GENERAL



The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.



ASAH Corp. (the Company) formerly known as Renfrew, Inc., was incorporated in the State of Delaware on July 22, 2003. On October 10, 2005 (the Effective Date), pursuant to a Stock Purchase Agreement and Share Exchange (the Agreement) by and among ASAH Corp., a Delaware corporation (ASAH); American Surgical Assistants, Inc. (ASA) and the shareholders of American Surgical Assistants, Inc. Shareholders) (collectively ASA and the ASA shareholders shall be known as the ASA Group), ASAH purchased all of the outstanding shares of ASA for a total of 12,000,000 shares of ASAHs common stock to the ASA shareholders. Pursuant to the agreement, ASA became a wholly owned subsidiary of ASAH.



The Company currently generates all of its revenue from its acquisition of ASA. The following sets forth the business plan of ASA:



American Surgical Assistants, Inc. is a Texas corporation that is the largest provider of surgical assistant services to patients, surgeons and healthcare institutions in the Houston area. The utilization of the services of surgical assistants is a cost savings for patients, insurance carriers, hospitals and surgeons, offering an alternative to the cost of one aspect of healthcare, without compromising the quality of service to the patient. We are currently implementing our business plan to become a nationwide leader in the surgical assistant industry. ASA is a Healthcare Staffing Firm certified by the Joint Commission on Accreditation of Healthcare Organizations (JCAHO).



Surgical assistants are highly skilled, fully trained, and credentialed through a highly scrutinized and extensive process similar to that utilized to evaluate physicians for credentialing purposes. These assistants are an integral part of the surgical team and provide their services to patients during surgery including, but not limited to: identification of anatomical landmarks, securing blood vessels, recognizing pathological situations and providing and securing adequate, safe and proper exposure of the operative field, closure of the surgical wound, and the application of casts and dressings. They also perform other duties, within the scope of their professional license, delegated by the operating surgeon. ASA surgical assistants provide services in the general surgery, ob-gyn, orthopedic, plastic surgery, urology, cardiac and neurology and other areas.



ASA assistants are fully trained international medical graduate physicians, registered nurses and certified surgical assistants. Most surgical assistants working with AMA are international medical graduate physicians (IMGs), who are citizens and residents of the US and have completed their medical education outside the US & Canada. They do not practice in the US as medical doctors, but practice within the scope of their license as a Texas surgical assistant under the direct supervision of licensed physicians. Registered nurses can also be licensed surgical assistants. Certified surgical assistants are certified by a national certifying agency.



Each Licensed/Certified Surgical Assistant is required to acquire 50 recertification hours in a two-year period and must submit a professional activity report every two years. Additionally, they must have assisted on a minimum of 400 procedures or 500 hours every two years in the role of a first assistant (ABSA Standards for recertification).



Our main source of revenue is third party insurers. In addition, a smaller percentage of the revenue is generated from the patients share of the fee that is not covered by the insurers. Another source of revenue is hospital service contracts, in the form of a monthly stipend for On-Call coverage. We are presently providing services to Medicare, Medicaid, Champus and many other providers free of charge, the reason being that these insurers do not reimburse surgical assistants at the present time. Currently, we provide surgical assistant services to the medical community in the Greater Houston area. Our staff and associates are currently credentialed and/or providing services to surgeons and patients at numerous hospitals and surgery centers.






Plan of Operations



Our goal is to expand our leadership position within the surgical assisting healthcare staffing sector in the United States. The key components of our business strategy include:





        
        Strengthening and Expanding Our Relationships with Hospitals and Healthcare Facilities.
We continue to strengthen and expand our existing relationships with our hospital and healthcare facility clients and to develop new relationships. Hospitals and healthcare facilities are seeking a strong business partner for outsourcing that can fulfill the quantity, breadth and quality of their surgical assisting staffing needs and help them develop strategies for the most cost-effective surgical assisting staffing methods. Understanding the personal and distinctive technique of each surgeon leads to the development of a high standard of interaction and remarkable familiarity with the surgeons preferences and individual technique, thus bringing superior quality to the surgical teamwork and contributing
favorably to the quality of the service and to the safe outcome of the surgery to the patient. In addition, over the last few years, hospitals and healthcare facilities have shown an interest in working with a limited number of vendors to increase efficiency. We believe that our proven ability to fill our clients staffing needs provide us with the opportunity to serve our client facilities that implement this strategy. Because we possess a large network of available surgical assistants, we are well positioned to offer our hospital and healthcare facility clients a wide spectrum of effective solutions to meet their surgical assisting staffing needs.
        
        Expanding Our Network of Qualified Surgical Assistant Professionals.Through our recruiting efforts both in the United States and internationally, we continue to expand our network of qualified surgical assistant professionals. We continue to build our supply of professionals through referrals from healthcare professionals who are currently working or have been placed by us in the past, as well as through advertising and internet sources. Most surgical assistants working with American Surgical Assistants, Inc. are international medical graduate physicians (IMGs/FMGs). These IMGs are not licensed physicians in the United States and do not practice in the US as medical doctors.
        
        Expanding Service Offerings Through New Staffing Solutions.In order to further enhance the growth in our business and improve our competitive position in the surgical assisting healthcare staffing sector, we continue to introduce new service offerings. As our hospital and healthcare facility clients needs change, we constantly explore what additional specialized surgical assisting services we can provide to better serve them. Our recruiting efforts include attracting highly specialized surgical assistants in areas of all surgical disciplines and sub-specialties. Properly qualified and trained to the highest standards, our staff is capable of providing valuable assistance on a wide variety of surgical procedures.
        
        Expanding Our Geographic Presence.We provide surgical assistant services to hospitals, surgeons and their patients in the greater Houston area. In order to further enhance the growth in our business and improve our competitive position in the surgical assisting healthcare staffing sector, we are currently seeking new geographic locations throughout Texas and the U.S. Our success in the Greater Houston Area has created opportunities to expand our services throughout Texas and the U.S.A. Demand is created due to the to the utilization of the services of surgical assistants, the cost effectiveness to the patient, the insurance carrier, the hospital and the surgeon, offering a reasonable alternative to the increasing cost of one aspect of healthcare without compromising the quality of service to the patient.Legislative Changes are Expected To
Increase Demand. Texas has currently implemented Licensed Surgical Assistants, while Illinois has implemented registration of Certified Surgical Assistants and Kentucky has passed legislation permitting reimbursement for Surgical Assistants. Other states have some form of legislation either pending or being considered regarding Surgical Assistants. Such legislative changes will support the growth of our business.



        
        Building the Strongest Management Team to Optimize Our Business Model. Our operations management team is comprised of highly skilled and experienced surgical assistants. We have continued to focus on training and professional development for all levels of management and have hired several additional experienced management members over the last few years. Our management team has been further broadened and strengthened by the addition of two extremely well experienced consultants.





        
        Capitalizing on Strategic Acquisition Opportunities.In order to enhance our competitive position, we will continue to selectively explore strategic acquisitions. We believe we have opportunities for strategic acquisitions which will increase our staffing solutions to our hospital and healthcare facility clients and acquisitions that will give us a foothold into new geographic markets.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005



Revenues



Revenue increased from $2,235,926 for the three months ended March 31, 2006 from $775,005 for the three months ended March 31, 2005 an increase of $1,460,921. The increase in revenues for the periods was attributable to strengthening and expanding our existing relationships with our hospital and healthcare facility clients as well as attracting new clients, resulting in an increase in new business and increased service fees for our surgical assistant services. Additionally, during the first quarter of 2005 we began the year with approximately 12 hospital and healthcare facilities, and by the end of the first quarter of 2006, we had surgical assistant professionals on assignment at over 29 different hospitals and healthcare facilities throughout the Greater Houston, Texas area.



Costs of Revenue.



Costs of revenue increased to $1,526,847 for the three months ended March 31, 2006 from $582,380 for the three months ended March 31, 2005. The increase was attributable to the increase of the number of surgical assistants we employed or contracted for services.



Gross Profit. Gross profits increased to $709,079 for the three months ended March 31, 2006 from $192,605 for the three months ended March 31, 2005, representing gross margins of 32% and 25%, respectively. The increase in gross margins was primarily attributable to an increase in bill rates and an increase in the amount billed and collected from third party insurers for our services.



Selling, General and Administrative expenses for the three months ended March 31, 2006 increased to $119,221 from $70,260 for the three months ended March 31, 2005, representing an increase of $48,961. The increase in costs and expenses for the three month periods were primarily attributable to the increase increases in employee expenses and increased cost to service new clients during the first quarter of 2006.



Income Tax Expense. Provision for Income Tax expense increased to $173,244 for the three months ended March 31, 2006 from $14,101 for the three months ended March 31, 2005. Future cash flow of the company will be affected by the reversal of temporary income tax deferral.



LIQUIDITY AND CAPITAL RESOURCES



Operating Activities.



As of March 31, 2006, we had $450,590 in cash. Our general and administrative expenses are expected to average $100,000 per month for the next 12 months based upon our projected operating budget. Historically, our principal working capital need has been for accounts receivable. Our principal source of cash to fund our working capital needs are generated from operating needs and borrowings. As the company increases its revenues, our need for working capital for accounts receivable will increase. We will utilize cash from operations or from borrowings. These projected expenses do not include any costs that may be incurred for acquisitions of complimentary businesses. We expect to be able to finance future acquisitions whether with cash provided from operations, borrowings, dent or equity offerings, or some combination of the foregoing.



Our operating activities used cash of $441,547 during the first quarter of 2006. As of March 31, 2006, we had total current assets of $2,124,768 including cash of $450,590. As of March 31, 2006 our total current liabilities amounted to $814,823.






In April of 2006, the company repaid the balance of a loan in the amount of $30,000 to a related corporation.



We recognize revenue in accordance with SAB 101 and 104. Revenue from services is recorded at the estimated insurance reimbursement at the time of service. Revenue from contract services is recognized over the contract period as services are performed.



Our significant accounting policies are summarized in Note 1 of our financial statements.

We have adopted the following accounting standards. While all these significant accounting policies impact our financial condition and results of operations, our views of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report:

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities (VIE), (revised December 2003 by FIN No. 46R), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN No. 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized
interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN No. 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. The adoption of FIN No. 46R did not have a material impact on the Companys financial position, results of operations or cash flows as the Company does not have any VIEs.



In December 2004, the FASB issued SFAS No. 123R Share-Based Payment (SFAS 123R), a revision to SFAS No. 123 Accounting for Stock-Based Compensation (SFAS 123), and superseding APB Opinion No. 25 Accounting for Stock Issued to Employees and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, including obtaining employee services in share-based payment transactions. SFAS 123R applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. Adoption of the provisions of SFAS 123R is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company is currently in the process of evaluating the
potential impact that the adoption of SFAS 123R will have on its consolidated financial position and results of operations.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4(SFAS 151) This statement clarifies the criteria of abnormal amounts of freight, handling costs, and spoilage that are required to be expensed as current period charges rather than deferred in inventory. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for the Company July 1, 2005. The Company is currently in the process of determining the impact of this statement on the Companys financial statements.





In December 2004, the FASB issued SFAS no. 153,Exchanges of Nonmonetary Assets an amendment of APB Opinion No. 29.This Statement addresses the measurement of exchanges of nonmonetary assets. It eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29,Accounting for Nonmonetary Transactions,and replaces it with an exception for exchanges that do not have commercial substance. This Statement specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The Company is currently evaluating the impact of this statement on the financial statements.

In December 2004, the FASB issued SFAS No. 152,Accounting for Real Estate Time-Sharing Transactions an amendment of FASB Statements No. 66 and 67.This Statement amends FASB Statement No. 66,Accounting for Sales of Real Estate,to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2,Accounting for Real Estate Time-Sharing Transactions.This Statement also amends FASB Statement No. 67,Accounting for Costs and Initial Rental Operations of Real Estate Projects,to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing
transactions. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. The guidelines of this statement are not applicable to the Company.



SFAS No. 154 (SFAS 154),Accounting Changes and Error Corrections,was issued in May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 (SFAS 3). SFAS No. 154 requires retrospective application for voluntary changes in accounting principle in most instances and is required to be applied to all accounting changes made in fiscal years beginning after December 15, 2005. The Companys expected April 1, 2006 adoption of SFAS No. 154 is not expected to have a material impact on the Companys consolidated financial condition or results of operations.



Until such time as our shares are traded on a national exchange, our shareholders can communicate with us by contacting our director at the information set forth herein.



Item 3. Controls and Procedures



Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we 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 March 31, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit 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 our disclosure and controls are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.




There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.











PART II - OTHER INFORMATION



Item 1. Legal Proceedings.



The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.



Item 2. Changes in Securities.



None



Item 3. Defaults Upon Senior Securities.



None



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



No matter was submitted during the quarter ending March 31, 2006, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.



Item 5. Other Information.



None



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




(a)
        Exhibits


31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002


(b)
        Reports of Form 8-K


None














SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.




ASAH CORP.Registrant



Date: July 6, 2006
        By:/s/ Zak W ElgamalZak W. ElgamalPresident, Chief Executive Officer,Chairman of Board of Directors