UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




(Mark
One)


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




For the quarterly period ended June
30, 2008


or




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




For
the transition period from ______to______.




Commission file number
000-50354




AMERICAN
SURGICAL HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            98-0403551(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)10039 Bissonnet
      #250
              Houston,
      Texas
            77036-7852(Address
      of principal executive offices)
            (Zip
      Code)




(713)
779-9800


(Registrant’s
telephone number, including area code)




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







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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




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




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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 18, 2008:
8,425,484 shares of common stock.

















AMERICAN
SURGICAL HOLDINGS, INC.


FORM
10Q


JUNE
30, 2008





INDEX







PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4.
            Control
      and Procedures




PART
II-- OTHER INFORMATION




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




SIGNATURE


















Item
1. Financial Information













AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


AS
OF JUNE 30, 2008


(UNAUDITED)







CONTENTS








PAGE
            F-1
            CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER
      31, 2007PAGE
            F-2
            CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
      JUNE 30, 2008 AND 2007 (UNAUDITED)PAGE
            F-3
            CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
      (UNAUDITED)PAGE
            F-4
            CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30 AND
      2007 (UNAUDITED)PAGES
            F-5
      - F-9
            NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
















AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED BALANCE SHEETSAS
      OF JUNE 30, 2008 AND DECEMBER 31, 2007(UNAUDITED)JUNE
      30,2008
            
            
            DECEMBER
      31,(UNAUDITED)
            
            
            2007ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            655,910
            
            
            $
            1,145,359Accounts
      receivable, net
            
            
            2,683,035
            
            
            
            2,171,908Advances
      to employees
            
            
            11,434
            
            
            
            9,169Prepaid
      expenses and other current assets
            
            
            18,838
            
            
            
            24,662TOTAL
      CURRENT ASSETS
            
            
            3,369,217
            
            
            
            3,351,098DEFERRED
      INCOME TAX RECEIVABLE
            
            
            -
            
            
            
            575,408PROPERTY
      AND EQUIPMENT, NET
            
            
            74,294
            
            
            
            90,298DEFERRED
      FINANCING COSTS, NET
            
            
            -
            
            
            
            322,521TOTAL
      ASSETS
            
            $
            3,443,511
            
            
            $
            4,339,325LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      Payable and accrued expenses
            
            $
            688,326
            
            
            $
            436,106Deferred
      income tax
            
            
            -
            
            
            
            95,471Accrued
      Salaries
            
            
            384,126
            
            
            
            287,146Notes
      Payable, related party
            
            
            150,000Notes
      Payable, net of unamortized discountof
      $0 and $767,474
            
            
            2,715,000
            
            
            
            1,947,526TOTAL
      CURRENT LIABILITIES
            
            
            3,937,452
            
            
            
            2,766,249STOCKHOLDERS'
      EQUITYPreferred
      stock, $0.01 par value, 10,000,000 sharesauthorized,
      none issued and outstandingCommon
      stock, $0.01 par value, 100,000,000 sharesauthorized,
      8,425,484 and 8,425,484 shares issuedand
      outstanding
            
            
            8,425
            
            
            
            8,425Additional
      paid-in capital
            
            
            3,023,733
            
            
            
            2,942,381Deferred
      compensation
            
            
            (118,750
            )
            
            
            (143,750
            )Accumulated
      deficit
            
            
            (3,407,349
            )
            
            
            (1,233,980
            )TOTAL
      STOCKHOLDERS' EQUITY
            
            
            (493,941
            )
            
            
            1,573,076TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            3,443,511
            
            
            $
            4,339,325




See
accompanying notes to condensed financial statements


F-1


AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONSFOR
      THE THREE AND SIX MONTHS ENDED JUNE 30,(UNAUDITED)Three
      Months Ended
              
              
              Six
      Months EndedRESTATED
      -
              
              
              
              
              
              RESTATED
      -NOTE
      2
              
              
              
              
              
              NOTE
      2June
      30,
              
              
              June
      30,
              
              
              June
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Revenues,
      net
              
              $
              2,575,143
              
              
              $
              2,505,625
              
              
              $
              4,605,598
              
              
              $
              5,076,900Cost
      of revenues
              
              
              1,772,024
              
              
              
              1,781,708
              
              
              
              3,492,335
              
              
              
              3,380,309GROSS
      PROFIT
              
              
              803,119
              
              
              
              723,917
              
              
              
              1,113,263
              
              
              
              1,696,591OPERATING
      EXPENSESGeneral
      and Administration
              
              
              409,002
              
              
              
              574,180
              
              
              
              878,532
              
              
              
              1,153,274Salaries
              
              
              584,929
              
              
              
              425,647
              
              
              
              1,154,502
              
              
              
              976,635Rent
              
              
              24,075
              
              
              
              17,047
              
              
              
              45,576
              
              
              
              34,040TOTAL
      OPERATING EXPENSES
              
              
              1,018,006
              
              
              
              1,016,874
              
              
              
              2,078,610
              
              
              
              2,163,949NET
      LOSS FROM OPERATIONS
              
              
              (214,887
              )
              
              
              (292,957
              )
              
              
              (965,347
              )
              
              
              (467,358
              )Other
      income (expense)Interest
      expense
              
              
              (585,205
              )
              
              
              (98,789
              )
              
              
              (1,291,435
              )
              
              
              (93,305
              )Interest
      income
              
              
              543
              
              
              
              -
              
              
              
              4,371TOTAL
      OTHER INCOME (EXPENSE)
              
              
              (584,662
              )
              
              
              (98,789
              )
              
              
              (1,287,064
              )
              
              
              (93,305
              )LOSS
      FROM OPERATIONS
              
              
              (799,549
              )
              
              
              (391,746
              )
              
              
              (2,252,411
              )
              
              
              (560,663
              )Provision
      for income taxes
              
              
              16,427
              
              
              
              88,252
              
              
              
              (79,042
              )
              
              
              118,986NET
      LOSS
              
              $
              (783,122
              )
              
              $
              (303,494
              )
              
              $
              (2,173,369
              )
              
              $
              (441,677
              )Net
      loss per share basic and diluted
              
              $
              (0.09
              )
              
              $
              (0.04
              )
              
              $
              (0.26
              )
              
              $
              (0.05
              )Weighted
      average number of sharesOutstanding
      during the period -basic
      and diluted
              
              
              8,425,484
              
              
              
              8,425,484
              
              
              
              8,425,484
              
              
              
              8,406,561








F-2


AMERICAN
      SURGICAL HOLDINGS, INC.(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR
      THE PERIOD ENDED JUNE 30, 2008(UNAUDITED)Additional
              
              
              
              
              
              
              
              
              TotalPreferred
      Stock
              
              
              Common
      Stock
              
              Paid-in
              
              
              Deferred
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Compensation
              
              
              Deficit
              
              
              EquityBalances,
      December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              8,425,484
              
              
              
              8,425
              
              
              
              2,942,381
              
              
              
              (143,750
              )
              
              
              (1,233,980
              )
              
              
              1,573,076Deferred
      Compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              25,000
              
              
              
              
              
              
              
              25,000Options
      Issued - Officers
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              43,220
              
              
              
              
              
              
              
              
              
              
              
              43,220Options
      Issued - Services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              30,320
              
              
              
              
              
              
              
              
              
              
              
              30,320Options
      Issued - BOD
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,812
              
              
              
              
              
              
              
              
              
              
              
              7,812Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,173,369
              )
              
              
              (2,173,369
              )Balances,
      June 30, 2008
              
              
              -
              
              
              $
              -
              
              
              
              8,425,484
              
              
              $
              8,425
              
              
              $
              3,023,733
              
              
              $
              (118,750
              )
              
              $
              (3,407,349
              )
              
              $
              (493,941
              )









F-3








AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
      THE SIX MONTHS ENDED JUNE 30,(UNAUDITED)2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (2,173,369
              )
              
              $
              (441,677
              )Adjustments
      to reconcile net loss to net cash(used
      in) operating activities:Depreciation
      and amortization
              
              
              19,944
              
              
              
              18,288Amortization
      of deferred financing
              
              
              322,521
              
              
              
              25,568Provision
      of uncollectible accountsAmortization
      of discount of notes payable
              
              
              767,474
              
              
              
              61,215Deferred
      compensation
              
              
              25,000
              
              
              
              25,000Common
      stock issued for services
              
              
              -
              
              
              
              109,999Common
      stock issued for director fees
              
              
              -
              
              
              
              55,000Value
      of options issued for services
              
              
              30,320
              
              
              
              16,096Value
      of options issued to officers
              
              
              43,220
              
              
              
              45,280Value
      of options issued for director fees
              
              
              7,812
              
              
              
              25,147Changes
      in operating assets and liabilities:(Increase)Decrease
      in accounts receivable, net
              
              
              (511,127
              )
              
              
              (564,813
              )(increase)
      Decrease in advances to employees
              
              
              (2,265
              )(Increase)
      Decrease in advances to prepaid expenses
              
              
              5,824
              
              
              
              (55,466
              )(Increase)
      Decrease in FIT receivable
              
              
              575,408Increase
      (Decrease) in accounts payable
              
              
              349,200
              
              
              
              (20,773
              )(Increase
      (decrease) in accrued taxes
              
              
              (95,471
              )
              
              
              (694,394
              )Net
      cash used in operating activities
              
              
              (635,509
              )
              
              
              (1,395,530
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
              
              
              (3,940
              )
              
              
              (7,768
              )Net
      cash used in  investing activities
              
              
              (3,940
              )
              
              
              (7,768
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from loan from related party
              
              
              150,000Proceeds
      from increase in notes payable
              
              
              
              
              
              
              1,070,100Net
      Cash provided by financing activities
              
              
              150,000
              
              
              
              1,070,100NET
      DECREASE IN CASH
              
              
              (489,449
              )
              
              
              (333,198
              )CASH
      AND CASH EQUIVALENTS AT BEGINNINGOF
      PERIOD
              
              
              1,145,359
              
              
              
              1,387,016CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              655,910
              
              
              $
              1,053,818NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Cash
      paid for income taxes
              
              $
              16,427
              
              
              $
              575,444


See
accompanying notes to condensed financial statements









F-4




AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF JUNE 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)








NOTE 1 - BASIS OF
PRESENTATION





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





These
financial statements should be read in conjunction with the Company's audited
financial statements and the accompanying notes included in the Company's Form
10-KSB for the year ended December 31, 2007, filed with the SEC. The results of
operations for the three and six month periods ended June 30, 2008, are not
necessarily indicative of the results to be expected for any subsequent quarter
or for the entire fiscal year.





Cash
and cash equivalents





The
Company considers all highly liquid investments with an original maturity at
acquisition of three months or less to be cash equivalents. These accounts may
from time to time exceed federally insured limits. The Company has not
experienced any losses on such accounts. At June 30, 2008, the Company had
approximately $548,462 in excess of FDIC insurance limits.




Use
of estimates





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





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





Income
taxes





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





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




Convertible
Notes





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





F-5







AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF JUNE 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)




Discount
on Notes Payable





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




The notes
matured in June, 2008 and the discount was amortized over the life of the
note.





Deferred
Financing Costs





In
connection with the offering, the Company incurred Deferred Offering Costs
including commissions paid to the placement agent, legal fees, blue sky fees and
the fair value of the warrants issued to the placement agent.




Stock-based
compensation





The
Company accounts for its stock-based compensation under the provisions of SFAS
No.123(R)“Accounting for
Stock Based Compensation.” Under SFAS No. 123(R), the Company is
permitted to record expenses for stock options and other employee compensation
plans based on their fair value at the date of grant. Any such compensation cost
is charged to expense on a straight-line basis over the periods the options
vest. If the options had cashless exercise provisions, the Company utilized
variable accounting.





Common
stock, stock options and common stock warrants issued to other than employees or
directors are recorded on the basis of their fair value, as required by SFAS
No. 123(R), which is measured as of the date required by EITF
Issue 96-18,“Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services.” In accordance with
EITF 96-18, the stock options or common stock warrants are valued using the
Black-Scholes model on the basis of the market price of the underlying common
stock on the “valuation date,” which for options and warrants related to
contracts that have substantial disincentives to non-performance is the date of
the contract, and for all other contracts is the vesting date. Expense related
to the options and warrants is recognized on a straight-line basis over the
shorter of the period over which services are to be received or the vesting
period. Where expense must be recognized prior to a valuation date, the expense
is computed under the Black-Scholes model on the basis of the market price of
the underlying common stock at the end of the period, and any subsequent changes
in the market price of the underlying common stock up through the valuation date
is reflected in the expense recorded in the subsequent period in which that
change occurs.





In
December 2002, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 148,“Accounting
for Stock-Based Compensation-Transition and Disclosure”. SFAS
No. 148 also amends the disclosure requirements of SFAS No. 123(R),
requiring prominent disclosure in annual and interim financial statements
regarding a company’s method for accounting for stock-based employee
compensation and the effect of the method on reported results.  The
Company issued stock options and warrants during 2007.





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




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





Expected
life represents the period of time that options are expected to be outstanding
and is based on the Company’s historical experience or the simplified method, as
permitted by SEC Staff Accounting Bulletin No. 107 where appropriate. The
risk-free interest rate is based on U.S. Treasury interest rates at the time of
the grant whose term is consistent with the expected life of the stock
options.








F-6







AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF JUNE 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)





Expected
dividend yield was considered to be $0 in the option pricing formula since the
Company does not pay dividends and has no current plans to do so in the future.
Expected volatility is based on the Company’s historical experience. The
forfeiture rate was considered to be none insofar as the historical experience
of the Company is very limited. As required by SFAS No. 123(R), the Company
will adjust the estimated forfeiture rate based upon actual
experience.




The
Company recognized a fair market value of $81,352 for stock options earned for
the six months ended June 30, 2008.




Basic
      and Diluted Net Income (Loss) Per ShareThe
      Company computes net income (loss) per share in accordance with SFAS No.
      128, "Earnings per
      Share". SFAS No. 128 requires presentation of both basic and
      diluted earnings per share (EPS) on the face of the income statement.
      Basic EPS is computed by dividing net income (loss) available to common
      shareholders (numerator) by the weighted average number of shares
      outstanding (denominator) during the period. Diluted EPS gives effect to
      all dilutive potential common shares outstanding during the period using
      the treasury stock method and convertible preferred stock using the
      if-converted method. In computing diluted EPS, the average stock price for
      the period is used in determining the number of shares assumed to be
      purchased from the exercise of stock options or warrants. Diluted EPS
      excludes all dilutive potential shares if their effect is anti dilutive.
      The Company’s outstanding stock options and warrants, 4,541,000 at June
      30, 2008 and 2,759,000 as of June 30, 2007 were excluded from the
      computation of diluted earnings per share because their effect was
      anti-dilutive.





Reclassification





Certain
amounts from prior periods have been reclassified to conform to the current
period presentation.





Recent
Accounting Pronouncements




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" (SFAS 141(R)), which replaces SFAS No. 141, "Business
Combinations." SFAS 141(R) retains the underlying concepts of SFAS 141 in that
all business combinations are still required to be accounted for at fair value
under the acquisition method of accounting but SFAS 141(R) changed the method of
applying the acquisition method in a number of significant aspects. Acquisition
costs will generally be expensed as incurred; non controlling interests will be
valued at fair value at the acquisition date; in-process research and
development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date; restructuring costs associated with a business
combination will generally be expensed subsequent to the acquisition date; and
changes in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax expense. SFAS 141(R)
is effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period
subsequent to December 15, 2008, with the exception of the accounting for
valuation allowances on deferred taxes and acquired tax contingencies. SFAS
141(R) amends SFAS 109 such that adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with acquisitions that
closed prior to the effective date of SFAS 141(R) would also apply the
provisions of SFAS 141(R). Early adoption is not permitted. We are currently
evaluating the effects, if any, that SFAS 141(R) may have on our financial
statements and believe it could have a significant impact if business
combinations are consummated. However, the effect is indeterminable as of June
30, 2008.





In
December 2007, the FASB issued SFAS No. 160, "Non controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51." This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008, with earlier adoption prohibited. This
statement requires the recognition of a non controlling interest (minority
interest) as equity in the consolidated financial statements and separate from
the parent's equity. The amount of net income attributable to the non
controlling interest will be included in consolidated net income on the face of
the income statement. It also amends certain of ARB No. 51's consolidation
procedures for consistency with the requirements of SFAS 141(R). This statement
also includes expanded disclosure requirements regarding the interests of the
parent and its non controlling interest. We are currently evaluating this new
statement and anticipate that the statement will not have a significant impact
on the reporting of our results of operations.







F-7





AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF JUNE 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)








In March
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133. This Statement amends and expands the disclosure
requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities to provide users of financial statements with an enhanced
understanding of (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008 with early application
permitted. The Company expects to adopt SFAS No. 161 on January 1, 2009, and has
not yet determined the effect of SFAS No. 161 on its Financial
Statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have
a material impact on the Company’s financial position.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FASB 163 is not
expected to have a material impact on the Company’s financial
position.











F-8







AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES


(formerly
ASAH Corp.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF JUNE 30, 2008 AND
DECEMBER 31, 2007


(UNAUDITED)





NOTE 2 –
RESTATEMENT





In March
2007, the Company finalized its compensation arrangements with Mssrs. Elgamal
and Olmo-Rivas, which included payments to corporate entities related to these
individuals.  As a part of the new arrangements, certain employees who
are related to Messrs. Elgamal and Olmo-Rivas were transferred to these
corporate entities.  In November 2007, the Company discovered several
errors in its payroll processing, as these employees continued to be erroneously
paid by the Company following their separation in an amount of approximately
$104,000.  After the error was discovered by the Company, these
employees were removed from the Company’s payroll and amounts erroneously paid
to these employees since March 2007, were repaid in full in November
2007.  Additionally it was discovered that during 2007 certain
significant shareholder employees were erroneously paid an amount over their
contract remuneration.  These amounts, totaling $38,000, were repaid
in full in November 2007.





As a
result of these adjustments, the Company was required to restate its financial
statements in the Form 10-QSB for the period ended June 30, 2007 with a net
reduction in its reported loss of approximately $63,000.  On November
20, 2007, the Company filed a Form 8-K disclosing that the Company’s financial
statements set forth in the Form 10-QSB for the quarter ended June 30, 2007
should no longer be relied upon, and that the financial statements presented in
the Form 10-QSB/A the Company filed will supersede such prior financial
statements.





NOTE
3 – NOTES PAYABLE TO RELATED PARTY





On June
12, 2008, the company signed a new unsecured Promissory Note in the principal
amount of $150,000 payable in cash at the maturity date of September 15,
2008.  The note is from a related party and the interest rate is 15%
per annum.








NOTE 4 - GOING
CONCERN





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The Company incurred a net operating loss in the first and second quarter of
2008 and for the year 2007, used substantial amounts of cash in our operating
activities and had an accumulated deficit in retained earnings at June 30,
2008.





Management
has identified and is in the process of implementing several steps that it
believes will reverse the matters discussed above.   However,
these trends may continue if the corrective steps management plans to implement
are not successful.  These steps include: (i) continuing discussions
with an insurance carrier to resolve and minimize the issue of the charge backs;
(ii) continual monitoring of surgical assistant compensation and staffing
requirements; the cancellation of the last remaining contract with an insurance
carrier effective May 15, 2008; and (iii) the extension of the Promissory
Note,





NOTE 5 –
HIRING OF A RELATED PARTY





The Company hired Jaime
Olmo’s sister on April 22, 2008 at the rate of $12.00 an hour to assist in
billing.  Jaime Olmo is a principal of the
company.





NOTE 6 - SUBSEQUENT
EVENTS








On July
23, 2008, The Company signed a new Promissory Note replacing the existing Note
of June 7, 2007.  The note for $2,715,000 at 15% interest and expires
on March 31, 2009 and shall be automatically extended to December 31, 2009
providing the Company has paid down $1,357,500 of the Principal Amount on or
before March 31, 2009 andis in
compliance with all other provisions of the Note Agreement.  One of
the provisions of the Note Agreement is for the Company to make two monthly
payments into an escrow account jointly controlled by the Company and Dawson
James Securities Inc.  One monthly payment of $50,000 beginning in
August 2008 (increasing to $65,000 beginning in January 2009) will be for the
benefit of Noteholders and distributed prorated to the Noteholders
quarterly.  Another monthly payment of $52,000 beginning in August
2008 is a holdback of the principals’ compensation and is being escrowed as
additional collateral for the repayment of the notes.  If 50% of the
Notes are not repaid by March 31, 2009, then the escrow amount will be
distributed to the Noteholders to satisfy any shortage; if the Notes are
extended to December 31, 2009, the monthly holdback escrow will continue and the
escrowed amounts held until maturity and used to payoff the principal balance
then outstanding.  In addition, the price of the $2.00 per share
warrants that were issued in 2007 to the Noteholders have been modified as
follows: (i)  The exercised price has been reduced to $0.10 for half
the warrants due to each Noteholder and $0.75 for the remaining half; (ii) if
the Noteholders have not been repaid 50% or more of their principal by March 31,
2009, then the warrants prices at $0.75 will be reduced to $0.20; and (iii) all
warrants will expire four years from the execution date of the loan modification
and extension agreements.





On July
28, 2008, the Board of Directors granted a stock option to acquire 105,000
shares of the Company’s stock to J.A.S. Commercial Corp. for $0.12 a share for
consulting services which was fully vested on the date of grant.  The
105,000 options will expire on July 28, 2013.










F-9









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




FORWARD-LOOKING
STATEMENTS





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





GENERAL




The
following Management’s Discussion and Analysis and Plan of Operation highlights
the principal factors that have affected the Company’s financial condition and
results of operations as well as the Company’s liquidity and capital resources
for the June 30, 2008, with their explanatory notes included as part of this
Form 10-Q, and our Management’s Discussion and Analysis and Plan of Operation
for the twelve months ended December 31, 2007 included in our Form
10-KSB.





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




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





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





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





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




RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008 COMPARED TO THE THREE
MONTHS ENDED June 30, 2007




Revenues




Net
Revenues increased by 3% for the three months ended June 30, 2008 over the same
period ended June 30, 2007.    Sales were higher for the three
months ended June 30, 2008 as compared to the three months ended June 30,
2007.




Cost
of Revenue




Our Costs
of Revenues (“COR”) decreased 1% or $9,684 for the three months ended June 30,
2008 as compared to the three months ended June 30, 3007.  The
decrease is due to better utilization of available
manpower.   The Company needs to continue to monitor and improve
on the cost of manpower.













Gross
Profit





As a
result of the increased revenues and the lower cost of revenues for the three
months ended June 30, 2008 as compared to the three months ended June 30, 2007,
the gross profit improved $79,202.




Operating
Expenses





Total
operating expenses during the second quarter of 2008 were $1,018, 006 compared
to $1,016,874 during the second quarter of 2007, an increase of
$1,132.  The Company has been monitoring expenses to keep them in line
with last year.




RESULTS OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 2008 COMPARED TO THE SIX MONTHS ENDED June 30,
2007





Revenues





Net
Revenues decreased by 9% for the six months ended June 30, 2008 over the same
period ended June 30, 2007


The
Company signed a contract with a major insurance carrier in March 2007 that
significantly reduced revenue in the first quarter due to under payment by the
carrier.  The contract was cancelled effective on May 15,
2008.  The Company had higher net revenues in the second quarter and
the net of the two quarters was a 9% decrease.





Cost
of Revenue





Our Costs
of Revenues (“COR”) increased 3% or $112,026 for the six months ended June 30,
2008 as compared to the six months ended June 30, 3007.  The increase,
mainly in the first quarter, was due to the increase costs of
manpower,    The Company needs to continue to closely
monitor and improve on the cost of manpower.




Gross
Profit





Gross
Profit decreased 3% or $583,328 for the six months ended June 30, 2008 over the
same period ended June 30, 2007.  The reduction is reflective of the
reduced sales and the increased cost of manpower for the six months ended June
30, 2008 over the same six months as last year that ended on June 30,
2007




Operating
Expenses





Total
operating expenses for the six months ended June 30, 2008 were $2,078,610
compared to $2,163,949 during the six months ended June 30, 2007 which is a
decrease of 4% or $85,339.  The Company will continue to monitor
operating expenses to keep them in line with last year.





Operating
Results as a Percentage of Net Revenue





The Table
below provides a brief recap of operating results for the three months and six
months ended June 30, 2008 and 2007 expressed as a percentage of Net
Revenue.
















For
      the three months
              
              
              For
      the six monthsended
              
              
              endedJune
      30,
              
              
              June
      30,
              
              
              June
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Revenues,
      net
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %Cost
      of Revenues
              
              
              69
              %
              
              
              71
              %
              
              
              76
              %
              
              
              67
              %Gross
      Profit
              
              
              31
              %
              
              
              29
              %
              
              
              24
              %
              
              
              33
              %Operating
      Expenses
              
              
              40
              %
              
              
              41
              %
              
              
              45
              %
              
              
              42
              %Net
      Loss from Operations
              
              
              -9
              %
              
              
              -12
              %
              
              
              -21
              %
              
              
              -9
              %Other
      (Expense) Income
              
              
              -22
              %
              
              
              -4
              %
              
              
              -28
              %
              
              
              -2
              %Loss
      from Operations
              
              
              -31
              %
              
              
              -16
              %
              
              
              -49
              %
              
              
              -11
              %Provision
      for Income Taxes
              
              
              -1
              %
              
              
              4
              %
              
              
              -2
              %
              
              
              2
              %Net
      Loss
              
              
              -30
              %
              
              
              -12
              %
              
              
              -47
              %
              
              
              -9
              %




LIQUIDITY
AND CAPITAL RESOURCES




As of
June 30, 2008, we had $655,910 in cash and cash equivalents on hand compared to
$1,145,359 on hand at December 31, 2007.  Our working capital (defined
as current assets less current liabilities) for the six months ended at June 30,
2008 was a deficit of ($568,235) compared to $584,849 at December 31,
2007.





Our
operating activities used cash of $$635,509 for the six months ended June 30,
2008 compared to cash used in operations of $1,395,530 for the same period in
2007.  These deficits may continue for the near term.





As
reflected in the accompanying financial statements, we incurred a net
operating loss in the first and second quarter of 2008 and for the year 2007,
used substantial amounts of cash in our operating activities and had an
accumulated deficit in retained earnings at June 30, 2008. This raises
substantial doubt about our ability to continue as a going
concern.  Our ability to continue as a going concern is dependent on
our ability to raise additional capital..  The Company does not have
enough cash to satisfy the minimum cash requirements for the next twelve
months.  The financial statements do not include any adjustments that
might be necessary if we are unable to continue as a going concern.





The
Company was under contract with three of the five major insurance companies
during the latter part of 2007 continuing into 2008.  One contract was
cancelled in the latter part of 2007.  Another contract expired in
2008 and the third contract was terminated effective May 15,
2008.  The Company no longer has any contracts with any of the major
insurance companies.





Once a
contract is terminated or expires, the effect on cash payments is delayed for a
period of time.  The Company is receiving a higher cash flow in July
and the first two weeks of August.  The increased cash flow is due to
higher sales and the cancelation of the three contracts.





Another
factor that influenced cash flow during the quarter was the practice of charge
backs used by one of the insurance companies.  The chargeback for the
first quarter was approximately $162,000 and the chargeback for the second
quarter was approximately $113,000.  The Company’s attorney has been
in contact with the insurance company regarding these chargebacks and we are
waiting on a response.





The
Company had promissory notes due of $2,715,000 in or near end of the second
quarter.  These notes have been since been renegotiated and
extended.  In addition, the Company has signed a new unsecured
promissory note for $150,000 on June 12, 2008 with a related party.






















Critical
Accounting Policies




The
Company’s significant accounting policies are summarized in Note 1 of the
Company’s Condensed Consolidated Financial Statements included herein. Policies
determined to be significant are those policies that have the greatest impact on
the Company’s financial statements and require management to use a greater
degree of judgment and estimates.





Actual
results may differ from those estimates. Management believes that given current
facts and circumstances, it is unlikely that applying any other reasonable
judgment or estimate methodologies would cause effect on the Company’s
consolidated results of operation, financial position or liquidity for the
periods presented in this report.





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





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




Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" (SFAS 141(R)), which replaces SFAS No. 141, "Business
Combinations." SFAS 141(R) retains the underlying concepts of SFAS 141 in that
all business combinations are still required to be accounted for at fair value
under the acquisition method of accounting but SFAS 141(R) changed the method of
applying the acquisition method in a number of significant aspects. Acquisition
costs will generally be expensed as incurred; non controlling interests will be
valued at fair value at the acquisition date; in-process research and
development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date; restructuring costs associated with a business
combination will generally be expensed subsequent to the acquisition date; and
changes in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax expense. SFAS 141(R)
is effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period
subsequent to December 15, 2008, with the exception of the accounting for
valuation allowances on deferred taxes and acquired tax contingencies. SFAS
141(R) amends SFAS 109 such that adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with acquisitions that
closed prior to the effective date of SFAS 141(R) would also apply the
provisions of SFAS 141(R). Early adoption is not permitted. We are currently
evaluating the effects, if any, that SFAS 141(R) may have on our financial
statements and believe it could have a significant impact if business
combinations are consummated. However, the effect is indeterminable as of June
30, 2008.





In
December 2007, the FASB issued SFAS No. 160, "Non controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51." This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008, with earlier adoption prohibited. This
statement requires the recognition of a non controlling interest (minority
interest) as equity in the consolidated financial statements and separate from
the parent's equity. The amount of net income attributable to the non
controlling interest will be included in consolidated net income on the face of
the income statement. It also amends certain of ARB No. 51's consolidation
procedures for consistency with the requirements of SFAS 141(R). This statement
also includes expanded disclosure requirements regarding the interests of the
parent and its non controlling interest. We are currently evaluating this new
statement and anticipate that the statement will not have a significant impact
on the reporting of our results of operations.





In March
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133. This Statement amends and expands the disclosure
requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities to provide users of financial statements with an enhanced
understanding of (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008 with early application
permitted. The Company expects to adopt SFAS No. 161 on January 1, 2009, and has
not yet determined the effect of SFAS No. 161 on its Financial
Statements.
















Off-Balance
Sheet Arrangements




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





Item
3.     Quantitative and Qualitative Disclosures About Market
Risk





The
Company is subject to certain market risks, including changes in interest rates.
 The Company does not undertake any specific actions to limit those
exposures.




Item
4T.  Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) und er the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls
and


procedures
are effective to ensure that information required to be disclosed by the Company
in the reports that the Company files or submits under the Exchange Act, is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to the Company’s management, including the Company’s CEO and CAO,
as appropriate, to allow timely decisions regarding required
disclosure.





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in the
Company’s internal control over financial reporting during the quarter ended
June 30, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect internal controls subsequent to the date
the Chief Executive Officer and the Chief Financial Officer carried out this
evaluation.






















PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




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




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





None





Item
3. Defaults Upon Senior Securities.




None




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




None




Item
5. Other Information.




None




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




(a)
            Exhibits








31.1
      Certification of Chief Executive Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 200231.2
      Certification of Chief Financial Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 2002




32.1
      Certification of Chief Executive Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 200232.2
      Certification of Chief Financial Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 2002




























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:
      August 18, 2008
            By:
            /s/
      ZAK W.
      ELGAMALZak
      W. ElgamalChairman
      & Chief Executive Officer
              and
      Principal Executive OfficerDate:
      August 18, 2008
            By:
            /s/
      JAMES A.
      LONGAKERJames
      A. LongakerChief
      Financial Officer and
              Principal
      Accounting Officer