**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**


**(Mark
      One)**




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




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


**or**




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




**For
      the transition period from ______to______.**




**Commission
      file number 000-50354**




**AMERICAN
      SURGICAL HOLDINGS, INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **98-0403551**(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)**10039
                Bissonnet #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 o No
o




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





As
      of
      August 14, 2007 there were 8,425,484 shares of common stock issued and
      outstanding.











**AMERICAN
      SURGICAL HOLDINGS, INC.**


**FORM
      10QSB**


**JUNE
      30, 2007**





**INDEX**







**PART
      I-- FINANCIAL INFORMATION**




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




**PART
      II-- OTHER INFORMATION**




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




**SIGNATURE**




**Item
      1. Financial Statements**













**AMERICAN
            SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
            ASAH Corp.)**
 
 
 
 **CONTENTS**
 
 
 PAGE
                  1
                  CONDENSED
                      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2007 (UNAUDITED)
                      AND DECEMBER
                      31, 2006 (AUDITED)PAGE
                  2
                  CONDENSED
                      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX
                      MONTHS ENDED
                      JUNE 30, 2007 AND 2006 (UNAUDITED)PAGE
                  3
                  CONDENSED
                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
                      (UNAUDITED)PAGE
                  4
                  CONDENSED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
                      JUNE 30,
                      2007 AND 2006 (UNAUDITED)PAGES
                  5
                      -
                      11
                  NOTES
                      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (UNAUDITED)
 **AMERICAN
            SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
            ASAH Corp.)**
 **CONDENSED
            CONSOLIDATED BALANCE SHEETS**
 **AS
            OF JUNE 30, 2007 AND DECEMBER 31, 2006**
  **ASSETS**JUNE
                      30,
                    2007
                    (UNAUDITED)
                  
                  
                  DECEMBER
                      31,
                    2006
                    (AUDITED)**CURRENT
                      ASSETS**Cash
                      and cash equivalents
                  
                  $
                  1,053,818
                  
                  
                  $
                  1,387,016Accounts
                      receivable, net
                  
                  
                  2,596,582
                  
                  
                  
                  2,031,769Prepaid
                      expenses and other current assets
                  
                  
                  22,466
                  
                  
                  
                  61,902**TOTAL
                      CURRENT ASSETS**
                  
                  
                  3,672,,866
                  
                  
                  
                  3,480,687**PROPERTY
                      AND EQUIPMENT, NET**
                  
                  
                  91,609
                  
                  
                  
                  102,129**DEFERRED
                      FINANCING COSTS, NET**
                  
                  
                  281,249
                  
                  
                  
                  -**TOTAL
                      ASSETS**
                  
                  $
                  4,045,724
                  
                  
                  $
                  3,582,816**LIABILITIES
                      AND STOCKHOLDERS’ EQUITY****CURRENT
                      LIABILITIES**Accounts
                      payable and accrued expenses
                  
                  $
                  276,824
                  
                  
                  $
                  297,597Accrued
                      income tax payable
                  
                  
                  -
                  
                  
                  
                  466,492Deferred
                      income tax
                  
                  
                  391,659
                  
                  
                  
                  651,827Notes
                      Payable, net of unamortized discount of $673,368 and $0
                  
                  
                  556,632
                  
                  
                  
                  -**TOTAL
                      CURRENT LIABILITIES**
                  
                  
                  1,225,115
                  
                  
                  
                  1,415,916**STOCKHOLDERS’
                      EQUITY**Preferred
                      stock, $0.001 par value, 10,000,000 shares authorized, none
                      issued and
                      outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
                      stock, $0.001 par value, 100,000,000 shares authorized, 8,425,484
                      and
                      8,300,484 shares issued and outstanding, respectively
                  
                  
                  8,425
                  
                  
                  
                  8,300Additional
                      paid-in capital
                  
                  
                  2,015,558
                  
                  
                  
                  513,143Deferred
                      compensation
                  
                  
                  (538,268
                  )
                  
                  
                  (193,750
                  )Retained
                      earnings
                  
                  
                  1,334,894
                  
                  
                  
                  1,839,207Total
                      Stockholders’ Equity
                  
                  
                  2,820,609
                  
                  
                  
                  2,166,900**TOTAL
                      LIABILITIES AND STOCKHOLDERS’ EQUITY**
                  
                  $
                  4,045,724
                  
                  
                  $
                  3,582,816
 See
            accompanying notes to condensed consolidated financial
            statements.
    1
  **AMERICAN
            SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
            ASAH Corp.)**
 **CONDENSED
            CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(UNAUDITED)**
  FOR
                      THE THREE MONTHS ENDED
                  
                  
                  FOR
                      THE THREE MONTHS ENDED
                  
                  
                  FOR
                      THE SIX MONTHS ENDED
                  
                  
                  FOR
                      THE SIX MONTHS ENDEDJUNE
                      30, 2007
                  
                  
                  JUNE
                      30, 2006
                  
                  
                  JUNE
                      30, 2007
                  
                  
                  JUNE
                      30, 2006**REVENUES,
                      NET**
                  
                  $
                  2,505,625
                  
                  
                  $
                  2,678,909
                  
                  
                  $
                  5,076,900
                  
                  
                  $
                  4,914,836**COST
                      OF REVENUES**
                  
                  
                  1,781,708
                  
                  
                  
                  1,698,992
                  
                  
                  
                  3,380,309
                  
                  
                  
                  3,225,839**GROSS
                      PROFIT**
                  
                  
                  723,917
                  
                  
                  
                  979,917
                  
                  
                  
                  1,696,591
                  
                  
                  
                  1,688,997**OPERATING
                      EXPENSES**
                  
                  
                  1,111,776
                  
                  
                  
                  443,042
                  
                  
                  
                  2,258,851
                  
                  
                  
                  719,480**NET
                      (LOSS) INCOME FROM OPERATIONS**
                  
                  
                  (387,859
                  )
                  
                  
                  536,875
                  
                  
                  
                  (562,260
                  )
                  
                  
                  969,517**OTHER
                      INCOME (EXPENSE)**
                  
                  
                  (98,789
                  )
                  
                  
                  1,856
                  
                  
                  
                  (93,305
                  )
                  
                  
                  2,854**(LOSS)
                      INCOME FROM OPERATIONS**
                  
                  
                  (486,648
                  )
                  
                  
                  538,731
                  
                  
                  
                  (655,565
                  )
                  
                  
                  972,371Provision
                      for Income Taxes
                  
                  
                  120,518
                  
                  
                  
                  (205,597
                  )
                  
                  
                  151,252
                  
                  
                  
                  (378,841
                  )**NET
                      (LOSS) INCOME**
                  
                  $
                  (366,130
                  )
                  
                  $
                  333,134
                  
                  
                  $
                  (504,313
                  )
                  
                  $
                  593,530Net
                      (loss) income per share – basic and diluted
                  
                  $
                  (.04
                  )
                  
                  $
                  .04
                  
                  
                  $
                  (.06
                  )
                  
                  $
                  .07Weighted
                      average number of shares outstanding during the period – basic and
                      diluted
                  
                  
                  8,425,484
                  
                  
                  
                  8,297,436
                  
                  
                  
                  8,406,561
                  
                  
                  
                  8,293,469
   See
          accompanying notes to condensed consolidated financial statements.
  2
  **AMERICAN
            SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
            ASAH Corp.)**
 **CONDENSED
            CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**
 **FOR
            THE PERIOD ENDED JUNE 30, 2007**
 **(UNAUDITED)**
  Preferred
                      Stock
                  
                  
                  Common
                      Stock
                  
                  
                  Additional
                      Paid-In
                  
                  
                  Deferred
                  
                  
                  RetainedShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Compensation
                  
                  
                  Earnings
                  
                  
                  TotalBalances,
                      December 31, 2006
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  8,300,484
                  
                  
                  $
                  8,300
                  
                  
                  $
                  513,143
                  
                  
                  $
                  (193,750
                  )
                  
                  $
                  1,839,207
                  
                  
                  $
                  2,166,900Shares
                      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  219,900
                  
                  
                  
                  (110,001
                  )
                  
                  
                  -
                  
                  
                  
                  109,999Shares
                      issued for Director Fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000
                  
                  
                  
                  25
                  
                  
                  
                  54,975
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  55,000Options
                      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  66,629
                  
                  
                  
                  (50,533
                  )
                  
                  
                  -
                  
                  
                  
                  16,096Options
                      issued to Directors
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  57,131
                  
                  
                  
                  (31,984
                  )
                  
                  
                  -
                  
                  
                  
                  25,147Options
                      issued to officers
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  222,280
                  
                  
                  
                  (177,000
                  )
                  
                  
                  -
                  
                  
                  
                  45,280Deferred
                      Compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000
                  
                  
                  
                  -
                  
                  
                  
                  25,000Warrants
                      issued – Private Placement Memorandum
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  881,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  881,500Net
                      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (504,313
                  )
                  
                  
                  (504,313
                  )Balances,
                      June 30, 2007
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  8,425,484
                  
                  
                  $
                  8,425
                  
                  
                  $
                  2,015,558
                  
                  
                  $
                  (538,268
                  )
                  
                  $
                  1,334,894
                  
                  
                  $
                  2,820,609
  See
          accompanying notes to condensed consolidated financial statements.
  3
  **AMERICAN
            SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
            ASAH Corp.)**
 **CONDENSED
            CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
            THE SIX MONTHS ENDED**
 **(UNAUDITED)**
   JUNE
                      30, 2007
                  
                  
                  JUNE
                      30, 2006**CASH
                      FLOWS FROM OPERATING ACTIVITIES:**Net
                      (loss) income
                  
                  $
                  (504,313
                  )
                  
                  $
                  593,530Adjustments
                      to reconcile net (loss) income to net cash provided by (used
                      in) operating
                      activities:Depreciation
                      and amortization
                  
                  
                  18,288
                  
                  
                  
                  14,642Amortization
                      of deferred financing costs
                  
                  
                  25,568
                  
                  
                  
                  -Amortization
                      of discount on Notes Payable
                  
                  
                  61,215
                  
                  
                  
                  -Deferred
                      compensation
                  
                  
                  25,000
                  
                  
                  
                  25,000Common
                      stock issued for services
                  
                  
                  109,999
                  
                  
                  
                  -Common
                      stock issued for Director fees
                  
                  
                  55,000
                  
                  
                  
                  -Value
                      of options issued for services
                  
                  
                  16,096
                  
                  
                  
                  -Value
                      of options issued to officers
                  
                  
                  45,280
                  
                  
                  
                  -Value
                      of options issued for Director fees
                  
                  
                  25,147
                  
                  
                  
                  -Changes
                      in operating assets and liabilities:(Increase)
                      Decrease in accounts receivable
                  
                  
                  (564,813
                  )
                  
                  
                  139,243(Increase)
                      Decrease in prepaid expenses and other current assets
                  
                  
                  39,436
                  
                  
                  
                  4,925Increase
                      (Decrease) in accounts payable and
                      accrued        expenses
                  
                  
                  (20,773
                  )
                  
                  
                  (2,079
                  )Increase
                      (Decrease) in accrued taxes
                  
                  
                  (726,660
                  )
                  
                  
                  373,771Net
                      Cash (Used In) Provided By Operating Activities
                  
                  
                  (1,395,530
                  )
                  
                  
                  1,149,032**CASH
                      FLOWS FROM INVESTING ACTIVITIES:**Purchase
                      of property and equipment
                  
                  
                  (7,768
                  )
                  
                  
                  (45,450
                  )Net
                      Cash (Used In)Provided By Investing Activities
                  
                  
                  (7,768
                  )
                  
                  
                  (45,450
                  )**CASH
                      FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  30,002Repayment
                      of loan payable – related party
                  
                  
                  -
                  
                  
                  
                  (85,000
                  )Proceeds
                      from increase in Notes Payable
                  
                  
                  1,070,100
                  
                  
                  
                  -Net
                      Cash (Used In) Provided By Financing Activities
                  
                  
                  1,070,100
                  
                  
                  
                  (54,998
                  )**NET
                      INCREASE (DECREASE) IN CASH**
                  
                  
                  (333,198
                  )
                  
                  
                  1,048,584**CASH
                      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
                  
                  
                  1,387,016
                  
                  
                  
                  97,841**CASH
                      AND CASH EQUIVALENTS AT END OF PERIOD**
                  
                  $
                  1,053,818
                  
                  
                  $
                  1,146,425**SUPPLEMENTAL
                      DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                      paid for income taxes
                  
                  $
                  575,444
                  
                  
                  $
                  -Cash
                      paid for interest expense
                  
                  $
                  -
                  
                  
                  $
                  118
  See
          accompanying notes to condensed consolidated financial statements.
    4
  **AMERICAN
            SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
            ASAH Corp.)**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
            OF JUNE 30, 2007AND 2006**
 **(UNAUDITED)**
  **NOTE 1—BASIS OF PRESENTATION**
 
 The
            accompanying unaudited, condensed, consolidated financial statements
            have been
            prepared in accordance with generally accepted accounting principles
            in the
            United States of America (“U. S. GAAP”) for interim financial information and
            the instructions to Form 10-QSB and item 310 under subpart A of Regulation
            S-B.
            Accordingly, they do not include all of the information and footnotes
            required
            by U. S. GAAP for complete financial statements. In the opinion of management,
            all adjustments (consisting only of normal occurring accruals) considered
            necessary to present fairly the financial statements of the Company have
            been
            included.
 
 These
            financial statements should be read in conjunction with the Company's
            audited
            financial statements and the accompanying notes included in the Company's
            Form
            10-KSB for the year ended December 31, 2006, filed with the SEC. The
            results of
            operations for the three and six month periods ended June 30, 2007 and
            2006, are
            not necessarily indicative of the results to be expected for any subsequent
            quarter or for the entire fiscal year.
 
 **Use
            of estimates**
 
 The
            preparation of financial statements in conformity with U.S. GAAP requires
            management to make estimates and assumptions that affect the reported
            amounts of
            assets and liabilities and the disclosure of contingent assets and liabilities
            at the date of the financial statements and the reported amounts of revenues
            and
            expenses during the reporting period. Actual results could differ from
            those
            estimates.
 
 Significant
            estimates include revenue recognition, the allowance for doubtful accounts
            and
            share based compensation. These estimates have the potential to significantly
            impact the financial statements, either because of the significance of
            the
            financial statement item to which they relate, or because they require
            judgment
            and estimation due to the uncertainty involved in measuring, at a specific
            point
            in time, events which are continuous in nature.
 
 **Stock
            Consolidations**
 
 The
            Company completed a 1 for 1.75 common stock consolidation in January
            2007 and a
            1 for 2 common stock consolidation in April 2007.  All share and per
            share amounts have been retroactively restated for the both the 1 for
            1.75 and
            the 1 for 2 stock consolidations.
 
 **Income
            taxes**
 
 The
            Company records deferred taxes in accordance with SFAS No. 109,
*Accounting for Income Taxes* (“SFAS 109”). The statement requires
            recognition of deferred tax assets and liabilities for temporary differences
            between the tax bases of assets and liabilities and the amounts at which
            they
            are carried in the financial statements, based upon the enacted tax rates
            in
            effect for the year in which the differences are expected to reverse.
            A
            valuation allowance is established when necessary to reduce deferred
            tax assets
            to the amount expected to be realized.
 5
 **AMERICAN
                  SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
                  ASAH Corp.)**
 **NOTES
                  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
                  OF JUNE 30, 2007AND 2006**
 **(UNAUDITED)**
   **Convertible
              Notes**
 The
              Company is accounting for the unsecured promissory notes (the “Notes”) issued
              pursuant to the Private Placement Memorandum (the “PPM”) discussed in Note 3
              following under EITF 00-27, *‘‘Application of Issue 98-5 to Certain
              Convertible Instruments’’*.  While the embedded conversion options
              are not required to be bifurcated, the Notes do contain a contingent
              beneficial
              conversion feature.  As discussed further in Note 3, the Note holders
              have the right to convert their Notes prior to the maturity date if
              the Company
              commences a Qualified Offering.
 
 **Discount
            on Notes Payable**
 
 A
            discount with respect to the Notes issued during the period ended June
            30, 2007
            was recorded by the Company. The amount of the discount was calculated
            to be the
            fair market value of the warrants included in the Units issued pursuant
            to the
            terms of the PPM discussed in Note 3.
 
 **Deferred
            Financing Costs**
 
 Deferred
            financing costs include the commissions paid to and the fair value of
            the
            warrants issued to the placement agent in connection with the PPM discussed
            in
            Note 3.
 
 **Stock-based
            compensation**
 
 The
            Company accounts for its stock-based compensation under the provisions
            of SFAS
            No.123(R)*“Accounting for Stock Based Compensation.”*  Under
            SFAS No. 123(R), the Company is permitted to record expenses for stock
            options and other employee compensation plans based on their fair value
            at the
            date of grant. Any such compensation cost is charged to expense on a
            straight-line basis over the periods the options vest. If the options
            had
            cashless exercise provisions, the Company utilized variable
            accounting.
 
 Common
            stock, stock options and common stock warrants issued to other than employees
            or
            directors are recorded on the basis of their fair value, as required
            by SFAS
            No. 123(R), which is measured as of the date required by EITF
            Issue 96-18,*“Accounting for Equity Instruments That Are Issued to Other
            Than Employees for Acquiring, or in Conjunction with Selling, Goods or
            Services*.” In accordance with EITF 96-18, the stock options or common
            stock warrants are valued using the Black-Scholes option pricing model
            on the
            basis of the market price of the underlying common stock on the “valuation
            date,” which for options and warrants related to contracts that have substantial
            disincentives to non-performance is the date of the contract, and for
            all other
            contracts is the vesting date. Expense related to the options and warrants
            is
            recognized on a straight-line basis over the shorter of the period over
            which
            services are to be received or the vesting period. Where expense must
            be
            recognized prior to a valuation date, the expense is computed under the
            Black-Scholes option pricing model on the basis of the market price of
            the
            underlying common stock at the end of the period, and any subsequent
            changes in
            the market price of the underlying common stock up through the valuation
            date is
            reflected in the expense recorded in the subsequent period in which that
            change
            occurs.
 
 In
            December 2002, the Financial Accounting Standards Board (“FASB”) issued
            SFAS No. 148,*“Accounting for Stock-Based Compensation-Transition and
            Disclosure”.*  SFAS No. 148 also amends the disclosure
            requirements of SFAS No. 123(R), requiring prominent disclosure in annual
            and interim financial statements regarding a company’s method for accounting for
            stock-based employee compensation and the effect of the method on reported
            results.
   6
 **AMERICAN
                SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
                ASAH Corp.)**
 **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
                OF JUNE 30, 2007AND 2006**
 **(UNAUDITED)**
 The
            fair
            market value of the stock options and warrants at the date of grant was
            estimated using the Black-Scholes option-pricing model with the following
            assumptions:
  Expected
                        Life
                    1
                        to 5 yearsInterest
                        Rates
                    4.25%
                        to 4.99%Dividend
                        Yield
                    $0Volatility
                    28%
                        to 73%Forfeiture
                        Rate
                    0
 
 Expected
            life represents the period of time that options are expected to be outstanding
            and is based on the Company’s historical experience or the simplified method, as
            permitted by SEC Staff Accounting Bulletin No. 107 where appropriate.
            The
            risk-free interest rate is based on U.S. Treasury interest rates at the
            time of
            the grant whose term is consistent with the expected life of the stock
            options.
            Expected dividend yield was considered to be $0 in the option pricing
            formula
            since the Company does not pay dividends and
            has no current
            plans to do so in the future.  Expected volatility is based on the
            Company’s historical experience. The forfeiture rate was considered to be none
            insofar as the historical experience of the Company is very limited.
            As required
            by SFAS No. 123(R), the Company will adjust the estimated forfeiture rate
            based upon actual experience.
  **Basic
            and Diluted Net Income (Loss) Per Share**
  The
              Company computes net income (loss) per share in accordance with SFAS
              No. 128,
              "*Earnings per Share*". SFAS No. 128 requires presentation of both basic
              and diluted earnings per share (EPS) on the face of the income statement.
              Basic
              EPS is computed by dividing net income (loss) available to common shareholders
              (numerator) by the weighted average number of shares outstanding (denominator)
              during the period. Diluted EPS gives effect to all dilutive potential
              common
              shares outstanding during the period using the treasury stock method
              and
              convertible preferred stock using the if-converted method. In computing
              diluted
              EPS, the average stock price for the period is used in determining
              the number of
              shares assumed to be purchased from the exercise of stock options or
              warrants.
              Diluted EPS excludes all dilutive potential shares if their effect
              is anti
              dilutive.  As of June 30, 2006 the Company does not have any dilutive
              securities outstanding. As of June 30, 2007, the assumed exercise of
              2,759,000
              outstanding stock options and warrants   was excluded from the
              computation of diluted earnings per share because their effect was
              anti-dilutive.
 **Recent
            accounting pronouncements**
 
 In
            July
            2006, the FASB issued FASB Interpretation No. 48, *Accounting for Uncertainty
            in Income Taxes - an Interpretation of FASB Statement No. 109*(“FIN 48”).
            FIN 48 is intended to reduce the diversity encountered in practice with
            regard
            to certain aspects of the recognition and measurement related to accounting
            for
            income taxes, and to clarify the accounting and disclosure for uncertainty
            in
            tax positions. FIN 48 introduces a new and more comprehensive model of
            accounting and reporting for a number of tax positions routinely taken
            by
            corporations when filing their tax returns. FIN 48 prescribes a recognition
            threshold of more-likely-than-not, and a measurement attribute for all
            tax
            positions taken or expected to be taken on a tax return, in order for
            those tax
            positions to be recognized in the financial statements. Effective
            January 1, 2007, we adopted the provisions of FIN 48 and there was no
            material effect on the financial statements. As a result, there was no
            cumulative effect related to adopting FIN 48.
   7
 **AMERICAN
                SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
                ASAH Corp.)**
 **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
                OF JUNE 30, 2007AND 2006**
 **(UNAUDITED)**
 In
            September 2006, the FASB issued SFAS No. 157, *Fair Value Measurements*(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework
            for measuring fair value under GAAP, expands the required disclosures
            regarding
            fair value measurements, and applies to other accounting pronouncements
            that
            either require or permit fair value measurements. SFAS No. 157 is effective
            for
            fiscal years beginning after November 15, 2007, and for interim periods
            within
            those fiscal years, with early adoption encouraged. SFAS No. 157 is to
            be
            applied prospectively, with a limited form of retrospective application
            for
            several financial instruments. The Company adopted SFAS No. 157 on January
            1,
            2007, and currently believes that its adoption will not have a material
            effect
            on the Company’s financial position, operations or cash flows.
 
 In
            February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
            Financial Assets and Financial Liabilities*. SFAS No. 159 allows a company
            to choose to measure many financial assets and financial liabilities
            at fair
            value. Unrealized gains and losses on items for which the fair value
            option has
            been elected are reported in earnings. SFAS No. 159 is effective for
            fiscal
            years beginning after November 15, 2007. Therefore, the Company is required
            to adopt SFAS No. 159 by the first quarter of 2008. The Company is currently
            evaluating the requirements of SFAS No. 159 and the potential impact
            on the
            Company’s financial statements.
 
 In
            September 2006, the SEC issued Staff Accounting Bulletin No. 108,
*Considering the Effects of Prior Year Misstatements when Quantifying
            Misstatements in Current Year Financial Statements*(“SAB No. 108”). SAB No.
            108 provides guidance in considering the effects of prior year misstatements
            in
            the quantification of current year misstatements, for the purpose of
            determining
            whether the current year’s financial statements are materially misstated. SAB
            No. 108 is effective for fiscal years ending after November 15, 2006.
            The
            adoption of SAB No. 108 has not had a material impact on the Company’s financial
            position, operations or cash flows.
 
 In
            December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2,
            *Accounting for Registration Payment Arrangements*(“FSP EITF 00-19-2”).
            FSP EITF 00-19-2 clarifies that a registration payment arrangement and
            the
            financial instrument(s) relating to that arrangement should be separately
            measured and recognized in an entity’s financial statements, according to the
            appropriate GAAP for each, rather than treated as a unit. Specifically,
            FSP EITF
            00-19-2 states that the financial instrument(s) should be recorded in
            the
            financial statements using appropriate GAAP without regard to contingent
            obligations in respect of a registration payment arrangement. FSP EITF
            00-19-2
            is effective immediately for registration payment arrangements and related
            financial instruments that are entered into or modified after December
            21, 2006.
            For registration payment arrangements and related financial instruments
            that
            were entered into prior to December 21, 2006, and that continue to be
            outstanding at the beginning of the period of adoption, transition is
            to be
            achieved by reporting a change in accounting principle through a
            cumulative-effect adjustment to the opening balance of retained earnings
            as of
            the first interim period for the fiscal year in which FSP EITF 00-19-2
            is
            adopted. Early adoption of FSP EITF 00-19-2 is permitted for interim
            or annual
            periods for which financial statements or interim reports have not been
            issued.
            Retrospective application is not permitted. The Company has chosen to
            adopt FSP
            EITF 00-19-2 in the fourth quarter of the year ending December 31, 2006.
            The
            Company’s adoption of EITF 00-19 in 2006 has not had a material effect on its
            financial position, operations or cash flow.
 
  8
 **AMERICAN
                SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
                ASAH Corp.)**
 **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
                OF JUNE 30, 2007AND 2006**
 **(UNAUDITED)**
 **NOTE
            2 – EQUITY**
 
 In
            January 2007, the Company entered into a six-month agreement with Hawk
            Associates, Inc. (“Hawk”) to provide investor relations services for the
            Company. In addition to monetary compensation, the Company granted Hawk
            30,000
            five year warrants to purchase shares of the Company’s common stock at a price
            of $3.10 per share.  The value of these warrants was determined by
            management using the Black-Scholes option pricing model to be
            $5,990.
 
 In
            January 2007, the Company renewed for a one-year term an agreement for
            strategic
            planning and consulting services with Global Business Resources
            (“Global”).  In addition to monetary compensation, the Company granted
            Global 100,000 shares of common stock.  The value of this grant of
            stock was determined by management to be $220,000 based on the fair value
            of the
            stock on the date of the grant. Such shares were issued in reliance on
            an
            exemption from registration under Section 4(2) of the Securities Act
            of
            1933.  No placement agent was used for this transaction.
 
 In
            March
            2007, Mr. Elgama**l** and Mr. Olmo-Rivas were each granted 500,000
            options to purchase the Company’s common stock. These options vest ratably over
            3 years.  The value of these options was determined by management
            using the Black-Scholes option pricing model to be $222,280.
 
 In
            March
            2007, the Company issued 25,000 shares of common stock to Henry Y. L.
            Toh as
            part of his inaugural Director Fees.  The Company valued these shares
            using the Black-Scholes option pricing model at $55,000 based on the
            fair value
            of the stock on the date of grant.  Such shares were issued in
            reliance on an exemption from registration under Section 4(2) of the
            Securities
            Act of 1933.  No placement agent was used for this
            transaction.
 
 Additionally,
            as part of his inaugural Director Fees, Mr. Toh was issued 75,000 stock
            options
            to purchase the Company’s common stock.  The options vest ratably over
            3 years.  The value of these options was determined by management
            using the Black-Scholes option pricing model to be $40,166.
 
 In
            April
            2007, the Company issued 25,000 options to purchase the Company’s common stock
            to Dr. Bailey and 25,000 options to Dr. Kleinman as Director
            Fees.  The value of these 50,000 options was determined by management
            using the Black-Scholes option pricing model to be $16,964.
 
 In
            May
            2007, the Company entered into a one-year agreement with Equity Communications
            LLC (“EC”) to provide investor relations services for the
            Company.  Under the terms of the contract, the Company will pay EC
            monetary compensation and the Company granted EC 128,000 options to purchase
            the
            Company’s common stock.  The options vest over the one-year period of
            the contract.  The Company has the right to cancel all but 25,600
            options at its discretion prior to November 1, 2007.  The value of the
            options was determined by management using the Black-Scholes option pricing
            model to be $60,639.
 
 **NOTE
            3 – PRIVATE PLACEMENT MEMORANDUM**
 
 Basic
            Terms
 
 In
            May
            2007, the Company began offering for sale a limited number of Units pursuant
            to
            the PPM.  Each Unit consisted of (i) a one year 15% interest bearing
            unsecured promissory note in the principal amount of $100,000 and (ii)
            a warrant
            to purchase 100,000 shares of the Company’s common stock at an exercise price of
            $2.00 per share (the Warrants”).
   9
 **AMERICAN
                SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
                ASAH Corp.)**
 **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
                OF JUNE 30, 2007AND 2006**
 **(UNAUDITED)**
 Dawson
            James Securities, Inc. (“Dawson”) was hired as the exclusive placement agent for
            the PPM.  For its services Dawson earned a cash commission equal to
            10% and a nonaccountable expense allowance equal to 3% of the gross proceeds
            of
            each Unit sold.  In addition, for each Unit sold Dawson earned
            warrants to purchase 20,000 shares of the Company’s common stock at an exercise
            price of $2.00 per share.
 
 The
            net
            proceeds from the PPM will be used for general corporate and working
            capital
            needs.
 
 The
              PPM
              had a minimum offering size of 12 Units and a maximum size of 35
              Units.  On June 7, 2007 the minimum was achieved with the sale and
              acceptance of 12.30 Units.   The Company executed Notes in the
              principal amount of $1,230,000 and issued warrants to purchase 1,230,000
              shares
              of common stock.  The value of these warrants was determined by
              management to be $734,583. The value of the warrants was recorded as
              a discount
              on the Notes and is being charged to interest expense and accreted
              to the
              balance of the Notes over the life of the Notes. The net proceeds of
              $1,070,100 were forwarded to the Company at that time and the balance
              of the
              proceeds, $159,900, was paid to Dawson.
 
 Upon
            completion of this first round of the PPM the Company issued warrants
            to Dawson
            to purchase 246,000 shares of common stock. The value of these warrants
            was
            determined by management to be $146,917. The value of the warrants and
            the cash
            commission paid to Dawson were recorded as deferred financing costs and
            will be
            amortized to interest expense over the life of the Notes.
 
 Interest
            Expense
 
 Included
            in interest expense for the three and six months ended June 30, 2007
            is $15,375
            of interest accrued at 15% on the face amount of the Notes ($1,230,000),
            $61,215
            related to the accretion of the discount on the Notes and $25,568 of
            amortization related to the deferred financing costs.
 
 Conversion
            of the Notes
 
 The
            Notes
            are convertible into the Company’s common stock if the Company commences a
            Qualified Offering prior to the maturity date of the Notes. In lieu of
            repayment
            of principal and interest on the Notes, the Holder of the Notes may acquire
            Company securities in the amount of such principal and interest at a
            purchase
            price equal to 85% of the price per security sold in the Qualified
            Offering.    In this regard, a Qualified Offering means the
            completion of an offering or offerings of Company securities, including
            any
            offering of debt or equity securities, or securities convertible into
            debt or
            equity securities, in an amount not less than $3.0 million.
 
 **NOTE
            4 – SUBSEQUENT EVENTS**
 
 On
              July
              2, 2007 the second and final round of the PPM was completed with the
              acceptance
              of an additional 14.85 Units.   The Company executed Notes in the
              principal amount of $1,485,000 and issued warrants to purchase 1,485,000
              shares
              of common stock.  The value of these warrants was determined by
              management to be $896,523. The value of the warrants will be recorded
              as a
              discount on the Notes and is being charged to interest expense and
              accreted to
              the balance of the Notes over the life of the Notes. The net proceeds of
              $1,291,950 were forwarded to the Company at that time and the balance
              of the
              proceeds, $193,050, was paid to Dawson.
   10
 **AMERICAN
                SURGICAL HOLDINGS, INC. AND SUBSIDIARIES**
 **(formerly
                ASAH Corp.)**
 **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
                OF JUNE 30, 2007AND 2006**
 **(UNAUDITED)**
 Upon
            completion of the second round of the PPM the Company issued warrants
            to Dawson
            to purchase 297,000 shares of common stock. The value of these warrants
            was
            determined by management to be $179,305. The value of the warrants and
            the cash
            commission paid to Dawson will be recorded as deferred financing costs
            and will
            be amortized to interest expense over the life of the Notes.
   11




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




*This
      discussion and analysis should be read in conjunction with the Company’s audited
      financial statements included in the Company’s annual report on Form 10-KSB for
      the year ended December 31, 2006.  This report contains certain
“forward-looking statements” within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Exchange Act of
      1934, as amended, which are based on management’s exercise of business judgment
      as well as assumptions made by, and information currently available to,
      management. When used in this document, the words “may”, “will”, “anticipate”,
“believe”, “estimate”, “expect”, “intend” and words of similar import, are
      intended to identify any forward-looking statements. You should not place undue
      reliance on these forward-looking statements. These statements reflect the
      management’s view of future events and are subject to certain risks and
      uncertainties as described in this Report, Form 10-QSB, as well as other
      periodic reports filed with the Securities and Exchange Commission, and as
      noted
      below. Should one or more of these risks or uncertainties materialize, or should
      underlying assumptions prove incorrect, the Company’s actual results could
      differ materially from those anticipated in these forward-looking statements.
      Management does not undertake any obligation, and does not intend, to update,
      revise or otherwise publicly release any revisions to these forward-looking
      statements to reflect events or circumstances after the date hereof, or to
      reflect the occurrence of any unanticipated events. Although management believes
      that its expectations are based on reasonable assumptions, the Company can
      give
      no assurance that these expectations will materialize.*





GENERAL




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





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





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





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





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





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




Revenues




Revenues
      decreased by $173,284, or 6.5% for the three months ended June 30, 2007 as
      compared to the three months ended June 30, 2006 due to a decline in the number
      of reimbursable surgeries that the assistants performed at the Company’s major
      hospital and healthcare facility clients during the
      period.   Although the total surgeries handled by the
      assistants increased during this three month period over the same period last
      year, the number of paying cases declined as the Company experienced
      an increase in the number of non-paying Medicare/Medicaid cases. The Company
      covers these cases despite the lack of reimbursement as part of our contractual
      obligations with our client facilities.




Cost
      of
      Revenue




Cost
      of
      revenue for the three months ended June 30, 2007 increased by $82,716 as
      compared to the three months ended June 30, 2006. This increase is primarily
      due
      to the increased number of assistants on staff during this period compared
      to
      the same period in 2006.  At June 30, 2007 the Company had
      approximately 88 surgical assistants employed as compared to approximately
      71 at
      June 30, 2006. The Company has hired additional assistants in anticipation
      of
      continued growth and must train these assistants for a period of time prior
      to
      their being able to generate revenue.













Operating
      Expenses





Operating
      expenses increased by $668,734 for the three months ended June 30, 2007 as
      compared to the three months ended June 30, 2006. This increase in operating
      expenses was primarily due to (i) the costs associated with establishing the
      new
      board of directors, (ii) indirect costs associated with the Private Placement
      Memorandum, and (iii) increases in office and administrative
      expenses.





RESULTS
      OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO THE SIX MONTHS
      ENDED JUNE 30, 2006





Revenues




Revenues
        increased by $162,064, or 3.3% for the six months ended June 30, 2007 as
        compared to the six months ended June 30, 2006 primarily due to the continued
        strengthening and expanding of The Company’s existing relationships with
        surgeons, hospitals and healthcare facility clients.  Revenue growth
        was partially offset by the increase in the number of non-paying
        Medicare/Medicaid cases.  The Company covers these cases despite the
        lack of reimbursement as part of our contractual obligations with our client
        facilities.




Cost
      of
      Revenue




Cost
      of
      revenue for the six months ended June 30, 2007 increased by $154,470 as compared
      to the six months ended June 30, 2006. This increase is primarily due to the
      increased number of assistants on staff during this period compared to the
      same
      period in 2006.  At June 30, 2007 the Company had approximately 88
      surgical assistants employed as compared to approximately 71 at June 30, 2006.
      The Company has hired additional assistants in anticipation of continued growth
      and must train these assistants for a period of time prior to their being able
      to generate revenue.




Operating
      Expenses





Operating
      expenses increased by $1,539,371 for the six months ended June 30, 2007 as
      compared to June 30, 2006. This increase in operating expenses was primarily
      due
      to (i) the costs associated with establishing the new board of directors, (ii)
      indirect costs associated with the Private Placement Memorandum, and (iii)
      increases in office and administrative expenses.




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





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





**For
                the three months ended**
            
            
            **For
                the six months ended**June
                30,
            
            
            June
                30,
            
            
            June
                30,
            
            
            June
                30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenues,
                net
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %Cost
                of Revenues
            
            
            71.1
            %
            
            
            63.4
            %
            
            
            66.6
            %
            
            
            65.6
            %Gross
                Profit
            
            
            28.9
            %
            
            
            36.6
            %
            
            
            33.4
            %
            
            
            34.4
            %Operating
                Expenses
            
            
            44.4
            %
            
            
            16.5
            %
            
            
            44.6
            %
            
            
            14.6
            %Net
                (Loss) Income from Operations
            
            
            -15.5
            %
            
            
            20.1
            %
            
            
            -11.1
            %
            
            
            19.7
            %Other
                (Expense) Income
            
            
            -3.9
            %
            
            
            -
            
            
            
            -0.8
            %
            
            
            0.1
            %(Loss)
                Income from Operations
            
            
            -19.4
            %
            
            
            20.1
            %
            
            
            -12.0
            %
            
            
            19.8
            %Provision
                for Income Taxes
            
            
            4.8
            %
            
            
            -7.7
            %
            
            
            3.1
            %
            
            
            -7.7
            %Net
                (Loss) Income
            
            
            -14.6
            %
            
            
            12.4
            %
            
            
            -8.9
            %
            
            
            12.1
            %












LIQUIDITY
      AND CAPITAL RESOURCES




Operating
      Activities




As
        of
        June 30, 2007, the Company had $1,053,818 in Cash and cash equivalents on
        hand.
        Historically, the Company’s principal working capital needs have been met
        through continuing operations. As the Company grows and expands its operations,
        the need for working capital will increase. The Company expects to finance
        both
        its internal growth and future expansion and acquisitions with cash provided
        from operations, borrowings, debt or equity offerings, or some combination
        thereof.
  The
        Company’s net loss for the six months ended June 30, 2007 was
        $504,313.  Included in this loss was $381,593 of non-cash expenses
        relating primarily to the issuance of common stock, stock options and warrants
        to directors, officers and non-employees for services.
 
 During
        the first six months of 2007, the Company’s accounts receivables increased by
        $564,813.  The Company collected approximately $665,000 less cash on
        claims submitted than in the same period last year.  The collections
        were adversely affected by changes instituted by several of the major third
        party payers, i. e. the insurance companies.   Beginning in the fourth
        quarter of 2006 and continuing into 2007, several of the insurance
        companies began requesting that additional information be provided with the
        claims as they are submitted.  This had the effect of slowing down our
        collection of receivables.  However, this slowdown appears to be a
        temporary problem and one that will not affect the Company on a long term
        basis.  Additionally, in early July, the Company contracted an outside
        medical billing and collection specialist to provide advice and assistance
        to
        ATS personnel and to oversee the in-house claims processing.
 
 The
        Company had a decrease in accrued taxes as it paid $575,444 to the IRS to
        cover
        its 2006 tax liability and the first estimated payment on its projected 2007
        tax
        liability. These amounts had been previously recorded as part of the Company’s
        deferred tax provision.
 
 After
        deducting the changes in operating assets and liabilities the Company’s
        operating activities used $1,395,530 of cash during the first six months
        of 2007
        as compared to cash provided by operations of $1,149,032 for the same period
        in
        2006.




Financing
      Activities





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





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





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





The
      PPM
      had a minimum offering size of 12 Units and a maximum size of 35
      Units.  On June 7, 2007 the minimum was achieved with the sale and
      acceptance of 12.30 Units.  The Company executed Notes in the
      principal amount of $1,230,000 and issued warrants to purchase 1,230,000 shares
      of common stock. The net proceeds of $1,070,100 were forwarded to the
      Company at that time and the balance of the proceeds, $159,900, was paid to
      Dawson.





Upon
      completion of this first round of the PPM the Company issued warrants to Dawson
      to purchase 246,000 shares of common stock.  The value of the warrants
      and the cash commission paid to Dawson were recorded as deferred financing
      costs
      and will be amortized to interest expense over the life of the
      Notes.





On
      July
      2, 2007 the second and final round of the PPM was completed with the acceptance
      of an additional 14.85 Units. The Company executed Notes in the principal amount
      of $1,485,000 and issued warrants to purchase 1,485,000 shares of common
      stock.  The net proceeds of $1,291,950 were forwarded to the Company
      at that time and the balance of the proceeds, $193,050, was paid to
      Dawson.





Upon
      completion of the second round of the PPM the Company issued warrants to Dawson
      to purchase 297,000 shares of common stock.  The value of the warrants
      and the cash commission paid to Dawson will be recorded as deferred financing
      costs and will be amortized to interest expense over the life of the
      Notes.





Critical
      Accounting Policies




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















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





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





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




Recent
      Accounting Pronouncements




In
      July
      2006, the FASB issued FASB Interpretation No. 48, *Accounting for Uncertainty
      in Income Taxes - an Interpretation of FASB Statement No. 109*(“FIN 48”).
      FIN 48 is intended to reduce the diversity encountered in practice with regard
      to certain aspects of the recognition and measurement related to accounting
      for
      income taxes, and to clarify the accounting and disclosure for uncertainty
      in
      tax positions. FIN 48 introduces a new and more comprehensive model of
      accounting and reporting for a number of tax positions routinely taken by
      corporations when filing their tax returns. FIN 48 prescribes a recognition
      threshold of more-likely-than-not, and a measurement attribute for all tax
      positions taken or expected to be taken on a tax return, in order for those
      tax
      positions to be recognized in the financial statements. Effective
      January 1, 2007, the Company adopted the provisions of FIN 48 and there was
      no material effect on the financial statements. As a result, there was no
      cumulative effect related to adopting FIN 48.




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




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




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





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




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













Off-Balance
      Sheet Arrangements




The
      Company has no significant off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that are
      material to stockholders.




**Item
      3. Controls and Procedures**




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, the Company
      conducted an evaluation of our disclosure controls and procedures, as such
      term
      is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the
      Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30,
      2007.
      Based on this evaluation, our principal executive officer and principal
      financial officer have concluded that the Company’s disclosure controls and
      procedures are effective to ensure that information required to be disclosed
      by
      the Company in the reports  filed or submitted under the Exchange Act
      is recorded, processed, summarized, and reported within the time periods
      specified in the Securities and Exchange Commission’s rules and forms and that
      the Company’s disclosure and controls are designed to ensure that information
      required to be disclosed by the Company  in the reports that we file
      or submit under the Exchange Act is accumulated and communicated
      to  management, including our principal executive officer and
      principal financial officer, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required
      disclosure.




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



















**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings**




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




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





In
      May
      2007, the Company commenced an offering for sale a limited number of Units
      pursuant to a Private Placement Memorandum (“PPM”).  Each Unit
      consisted of (i) a one year 15% interest bearing unsecured promissory note
      in
      the principal amount of $100,000 (the “Notes”) and (ii) a warrant to purchase
      100,000 shares of the Company’s common stock at an exercise price of $2.00 per
      share (the Warrants”). Dawson James Securities, Inc. (“Dawson”) was hired
      as the exclusive placement agent for the PPM.  For its services Dawson
      earned a cash commission equal to 10% and a nonaccountable expense allowance
      equal to 3% of the gross proceeds of each Unit sold.  In addition, for
      each Unit sold Dawson earned warrants to purchase 20,000 shares of the Company’s
      common stock at an exercise price of $2.00 per share. The offering had a
      minimum of 12 Units and a maximum of 35 Units.





On
      June
      7, 2007 the minimum was achieved with the sale and acceptance of 12.30
      Units. The Company executed Notes in the principal amount of $1,230,000 and
      issued warrants to purchase 1,230,000 shares of common stock.  The net
      proceeds of $1,070,100 were forwarded to the Company at that time and the
      balance of the proceeds, $159,900, were paid to
      Dawson.    Upon completion of this first round, the Company
      issued warrants to Dawson to purchase 246,000 shares of common
      stock.





On
      July
      2, 2007 the second and final round of the offering was completed with the
      acceptance of an additional 14.85 Units. The Company executed Notes in the
      principal amount of $1,485,000 and issued warrants to purchase 1,485,000 shares
      of common stock. The net proceeds of $1,291,950 were forwarded to the Company
      at
      that time and the balance of the proceeds, $193,050, were paid to
      Dawson.  Upon completion of the second round the Company issued
      warrants to Dawson to purchase 297,000 shares of common stock.





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





The
      Company claims an exemption from the registration requirements of the Securities
      Act of 1933, as amended (the “Act”) for the private placement of these
      securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation
      D
      promulgated thereunder since, among other things, the transaction does not
      involve a public offering, each of the Investors was an “accredited investor”,
      the Investors had access to information about the Company and its investment,
      the Investors agreed to take the securities for investment and not resale,
      and
      the Company is taking appropriate measures to restrict the transfer of the
      securities.





**Item
      3. Defaults Upon Senior Securities**




None




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




None





**Item
      5. Other Information**




None




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




(a) Exhibits


31.1
                CEO Certification pursuant to Section 302 of Sarbanes Oxley Act of
                200231.2 CFO
                Certification pursuant to Section 302 of Sarbanes Oxley Act of
                200232.1
                CEO Certification pursuant to Section 906 of Sarbanes Oxley Act of
                200232.2
                CFO Certification pursuant to Section 906 of Sarbanes Oxley Act of
                2002





(b) Reports
        of Form 8-K


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




















**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:
                August14, 2007
            By:
            /s/
                *ZAK W. ELGAMAL*Zak
                W. ElgamalChairman
                & Chief Executive OfficerDate:
                August  14, 2007
            By:
            /s/
                *WILLIAM J. MCGINNIS*William
                J. McGinnisActing
                Chief Accounting Officer