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, 2009
 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,Suite #250
                  Houston,
      Texas
                77036-7852(Address
      of principal executive offices)
                (Zip
      Code)
  (713)
779-9800
 (Registrants
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
 Yes  ̈ No  ̈
  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 13, 2009: 8,525,484 shares of common stock.
  
  AMERICAN
SURGICAL HOLDINGS, INC.
 FORM
10Q
 JUNE
30, 2009
 
 INDEX
  PART
I-- FINANCIAL INFORMATION
  Item
      1.
              Financial
      StatementsItem
      2.
              Management’s
      Discussion and Analysis of Financial Condition and  Results of
      OperationsItem
      3
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Control
      and Procedures
  PART
II-- OTHER INFORMATION
  Item
      1.
                  Legal
      ProceedingsItem
      1A.
                  Risk
      FactorsItem
      2.
                  Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
                  Defaults
      Upon Senior SecuritiesItem
      4.
                  Submission
      of Matters to a Vote of Security HoldersItem
      5.
                  Other
      InformationItem
      6.
                  Exhibits
      and Reports on Form 8-K
  SIGNATURE
 
 
 
  Part
1.     FINANCIAL INFORMATION
 
 AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 AS
OF JUNE 30, 2009
 (UNAUDITED)
 
   CONTENTS
 
 
 PAGE
              F-1
              CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 (UNAUDITED) AND DECEMBER
      31, 2008PAGE
              F-2
              CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
      JUNE 30, 2009 (UNAUDITED) AND 2008 (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,
      2009 (UNAUDITED) AND 2008 (UNAUDITED)PAGE
              F-5
      - F15
              NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
 
 
  
 
  
 AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED BALANCE SHEETSAS
      OF JUNE 30, 2009 AND DECEMBER 31, 2008JUNE
      30,2009
                        
                        
                        DECEMBER
      31,(UNAUDITED)
                        
                        
                        2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                        
                        $
                        1,662,247
                        
                        
                        $
                        431,731Restricted
      cash
                        
                        
                        -
                        
                        
                        
                        373,653Accounts
      receivable, net
                        
                        
                        2,247,526
                        
                        
                        
                        3,443,471Advances
      to employees
                        
                        
                        23,774
                        
                        
                        
                        13,100Prepaid
      expenses and other current assets
                        
                        
                        65,329
                        
                        
                        
                        4,708TOTAL
      CURRENT ASSETS
                        
                        
                        3,998,876
                        
                        
                        
                        4,266,663PROPERTY
      AND EQUIPMENT, NET
                        
                        
                        44,884
                        
                        
                        
                        55,697HOSPITAL
      CONTRACT COSTS & NON-COMPETE, NET
                        
                        
                        42,667
                        
                        
                        
                        -TOTAL
      ASSETS
                        
                        $
                        4,086,427
                        
                        
                        $
                        4,322,360LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                        
                        $
                        149,222
                        
                        
                        $
                        217,072Accrued
      income tax
                        
                        
                        292,780
                        
                        
                        
                        31,234Accrued
      salaries & bonuses
                        
                        
                        1,002,168
                        
                        
                        
                        452,602Note
      payable, related party
                        
                        
                        -
                        
                        
                        
                        150,000Convertible
      Notes payable, net of unamortized discountof
      $0 and $767,474
                        
                        
                        -
                        
                        
                        
                        2,583,507TOTAL
      CURRENT LIABILITIES
                        
                        
                        1,444,170
                        
                        
                        
                        3,434,415STOCKHOLDERS'
      EQUITYPreferred
      stock, $0.001 par value, 10,000,000 sharesauthorized,
      none issued and outstanding
                        
                        
                        -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      8,525,484 and 8,425,484 shares issuedand
      outstanding
                        
                        
                        8,525
                        
                        
                        
                        8,425Additional
      paid-in capital
                        
                        
                        3,440,143
                        
                        
                        
                        3,295,226Deferred
      compensation
                        
                        
                        (68,750
                        )
                        
                        
                        (93,750
                        )Accumulated
      deficit
                        
                        
                        (737,661
                        )
                        
                        
                        (2,321,956
                        )TOTAL
      STOCKHOLDERS' EQUITY
                        
                        
                        2,642,257
                        
                        
                        
                        887,945TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                        
                        $
                        4,086,427
                        
                        
                        $
                        4,322,360
  See
accompanying notes to condensed consolidated financial statements.
  F-1
 
   AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONSFOR
      THE THREE AND SIX MONTHS ENDED(UNAUDITED)Three
      Months Ended
                          
                          
                          Six
      Months EndedJune
      30,
                          
                          
                          June
      30,
                          
                          
                          June
      30,
                          
                          
                          June
      30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008Revenues,
      net
                          
                          $
                          5,938,695
                          
                          
                          $
                          2,575,143
                          
                          
                          $
                          9,978,092
                          
                          
                          $
                          4,605,598Cost
      of revenues
                          
                          
                          1,919,232
                          
                          
                          
                          1,772,024
                          
                          
                          
                          3,916,341
                          
                          
                          
                          3,492,335GROSS
      PROFIT
                          
                          
                          4,019,463
                          
                          
                          
                          803,119
                          
                          
                          
                          6,061,751
                          
                          
                          
                          1,113,263OPERATING
      EXPENSESGeneral
      and Administration
                          
                          
                          725,594
                          
                          
                          
                          372,885
                          
                          
                          
                          1,178,562
                          
                          
                          
                          798,999Salaries
                          
                          
                          1,428,502
                          
                          
                          
                          621,046
                          
                          
                          
                          2,013,534
                          
                          
                          
                          1,234,035Rent
                          
                          
                          22,941
                          
                          
                          
                          24,075
                          
                          
                          
                          45,282
                          
                          
                          
                          45,576TOTAL
      OPERATING EXPENSES
                          
                          
                          2,177,037
                          
                          
                          
                          1,018,006
                          
                          
                          
                          3,237,378
                          
                          
                          
                          2,078,610NET
      INCOME ( LOSS) FROM OPERATIONS
                          
                          
                          1,842,426
                          
                          
                          
                          (214,887
                          )
                          
                          
                          2,824,373
                          
                          
                          
                          (965,347
                          )Other
      income (expense)Interest
      expense
                          
                          
                          (106,417
                          )
                          
                          
                          (585,205
                          )
                          
                          
                          (280,583
                          )
                          
                          
                          (1,291,435
                          )Interest
      income
                          
                          
                          974
                          
                          
                          
                          543
                          
                          
                          
                          2,051
                          
                          
                          
                          4,371TOTAL
      OTHER INCOME (EXPENSE)
                          
                          
                          (105,443
                          )
                          
                          
                          (584,662
                          )
                          
                          
                          (278,532
                          )
                          
                          
                          (1,287,064
                          )INCOME
      (LOSS) FROM OPERATIONS
                          
                          
                          1,736,983
                          
                          
                          
                          (799,549
                          )
                          
                          
                          2,545,841
                          
                          
                          
                          (2,252,411
                          )(Provision
      for) benefit from income taxes
                          
                          
                          (644,369
                          )
                          
                          
                          16,427
                          
                          
                          
                          (961,546
                          )
                          
                          
                          79,042NET
      INCOME (LOSS)
                          
                          $
                          1,092,614
                          
                          
                          $
                          (783,122
                          )
                          
                          $
                          1,584,295
                          
                          
                          $
                          (2,173,369
                          )Net
      income (loss) per share basic
                          
                          $
                          0.13
                          
                          
                          $
                          (0.09
                          )
                          
                          $
                          0.19
                          
                          
                          $
                          (0.26
                          )Net
      income (loss) per share diluted
                          
                          $
                          0.10
                          
                          
                          $
                          (0.09
                          )
                          
                          $
                          0.18
                          
                          
                          $
                          (0.26
                          )Weighted
      average number of sharesOutstanding
      during the period - basic
                          
                          
                          8,525,484
                          
                          
                          
                          8,425,484
                          
                          
                          
                          8,492,887
                          
                          
                          
                          8,425,484Outstanding
      during the period - diluted
                          
                          
                          11,483,817
                          
                          
                          
                          8,425,484
                          
                          
                          
                          9,052,887
                          
                          
                          
                          8,425,484
   F-2
 
 CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR
      THE PERIOD ENDED JUNE 30, 2009(UNAUDITED)Additional
                        
                        
                        
                        
                        
                        
                        
                        
                        TotalPreferred
      Stock
                        
                        
                        Common
      Stock
                        
                        
                        Paid-in
                        
                        
                        Deferred
                        
                        
                        (Accumulated
                        
                        
                        Stockholders'Shares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Compensation
                        
                        
                        Deficit)
                        
                        
                        EquityBalances,
      December 31, 2008
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        8,425,484
                        
                        
                        $
                        8,425
                        
                        
                        $
                        3,295,226
                        
                        
                        $
                        (93,750
                        )
                        
                        $
                        (2,321,956
                        )
                        
                        $
                        887,945Common
      Stock issued in acquisition
                        
                        
                        
                        -
                        
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        19,900
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        20,000Deferred
      compensation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        25,000
                        
                        
                        
                        -
                        
                        
                        
                        25,000Options
      issued to officers
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        106,933
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        106,933Options
      issued to employees
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,700
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,700Options
      issued to directors
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        11,384
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        11,384Net
      Income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,584,295
                        
                        
                        
                        1,584,295Balance,
      June 30, 2009
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        8,525,484
                        
                        
                        $
                        8,525
                        
                        
                        $
                        3,440,143
                        
                        
                        $
                        (68,750
                        )
                        
                        $
                        (737,661
                        )
                        
                        $
                        2,642,257
  
 F-3
  AMERICAN
      SURGICAL HOLDINGS, INC. AND SUBSIDIARIES(formerly
      ASAH Corp.)CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
      THE SIX MONTHS ENDED JUNE 30, 2009(UNAUDITED)JUNE
      30,
                                                                
                                                                
                                                                JUNE
      30,2009
                                                                
                                                                
                                                                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) income
                                                                
                                                                $
                                                                1,584,295
                                                                
                                                                
                                                                $
                                                                (2,173,369
                                                                )Adjustments
      to reconcile net (loss) income to net cash(used
      in) provided by operating activities:Depreciation
      and amortization
                                                                
                                                                
                                                                38,147
                                                                
                                                                
                                                                
                                                                19,944Provision
      for uncollectible accounts
                                                                
                                                                
                                                                (19,000
                                                                )
                                                                
                                                                
                                                                -Amortization
      of deferred financing costs
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                322,521Amortization
      of discount of convertible notes payable
                                                                
                                                                
                                                                131,493
                                                                
                                                                
                                                                
                                                                767,474Deferred
      compensation
                                                                
                                                                
                                                                25,000
                                                                
                                                                
                                                                
                                                                25,000Options
      issued for services
                                                                
                                                                
                                                                6,700
                                                                
                                                                
                                                                
                                                                30,320Options
      issued to officers
                                                                
                                                                
                                                                106,933
                                                                
                                                                
                                                                
                                                                43,220Options
      issued to directors
                                                                
                                                                
                                                                11,384
                                                                
                                                                
                                                                
                                                                7,812Changes
      in operating assets and liabilities:(Increase)Decrease
      in accounts receivable, net
                                                                
                                                                
                                                                1,214,945
                                                                
                                                                
                                                                
                                                                (511,127
                                                                )(Increase)
      Decrease in advances to employees
                                                                
                                                                
                                                                (10,674
                                                                )
                                                                
                                                                
                                                                (2,265
                                                                )(Increase)
      Decrease in prepaid expenses
                                                                
                                                                
                                                                (60,621
                                                                )
                                                                
                                                                
                                                                5,824(Increase)
      Decrease in FIT receivable
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                575,408Increase
      (Decrease) in accounts payable and accrued expenses
                                                                
                                                                
                                                                (36,838
                                                                )
                                                                
                                                                
                                                                349,200Increase
      (Decrease) in accrued salaries
                                                                
                                                                
                                                                518,553
                                                                
                                                                
                                                                
                                                                -Increase
      (Decrease) in accrued taxes
                                                                
                                                                
                                                                261,546
                                                                
                                                                
                                                                
                                                                (95,471
                                                                )Net
      cash (used in) provided  by operating activities
                                                                
                                                                
                                                                3,771,863
                                                                
                                                                
                                                                
                                                                (635,509
                                                                )CASH
      FLOWS FROM INVESTING ACTIVITIES:(Increase)
      Decrease in restricted cash
                                                                
                                                                
                                                                373,653
                                                                
                                                                
                                                                
                                                                -Purchase
      of hospital contracts & non-compete
                                                                
                                                                
                                                                (50,000
                                                                )
                                                                
                                                                
                                                                -Purchase
      of property and equipment
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (3,940
                                                                )Net
      cash provided by investing activities
                                                                
                                                                
                                                                323,653
                                                                
                                                                
                                                                
                                                                (3,940
                                                                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment
      of note payable from related party
                                                                
                                                                
                                                                (150,000
                                                                )
                                                                
                                                                
                                                                150,000Repayment
      of convertible notes payable
                                                                
                                                                
                                                                (2,715,000
                                                                )
                                                                
                                                                
                                                                -Net
      Cash used in financing activities
                                                                
                                                                
                                                                (2,865,000
                                                                )
                                                                
                                                                
                                                                150,000NET
      INCREASE (DECREASE) IN CASH
                                                                
                                                                
                                                                1,230,516
                                                                
                                                                
                                                                
                                                                (489,449
                                                                )CASH
      AND CASH EQUIVALENTS AT BEGINNINGOF
      PERIOD
                                                                
                                                                
                                                                431,731
                                                                
                                                                
                                                                
                                                                1,145,359CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                                                                
                                                                $
                                                                1,662,247
                                                                
                                                                
                                                                $
                                                                655,910NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Cash
      paid for income taxes
                                                                
                                                                $
                                                                700,000
                                                                
                                                                
                                                                $
                                                                16,427Cash
      paid for interest expense
                                                                
                                                                $
                                                                218,169
                                                                
                                                                
                                                                $
                                                                -SUPLEMENTAL
      NON-CASH DISCLOSUREStock
      issued in acquisition
                                                                
                                                                $
                                                                20,000
                                                                
                                                                
                                                                $
                                                                -
 
   
 F-4
 
 AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2009
 (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-K for the year ended December 31, 2008, filed with the SEC. The results of
operations for the three and six month periods ended June 30, 2009, are not
necessarily indicative of the results to be expected for any subsequent quarter
or for the entire fiscal year.
 
 Organization
  Through
our wholly owned subsidiary, ASA, Inc. we provide professional surgical
assistant services to patients, surgeons, and healthcare institutions. Our high
quality services deliver cost savings for patients, insurance carriers,
hospitals, surgeons, and healthcare institutions without compromising the
quality of patient care. We are certified by The Joint Commission, (Formerly
Joint Commission on Accreditation of Healthcare Organizations
(JCAHO).
  Surgical
assistants are highly skilled, fully trained professionals credentialed through
an extensive process similar to that utilized to evaluate physicians. These
assistants are an integral part of the surgical team and they provide their
services to surgeons and their patients. These services include, but are not
limited to; identification of anatomical landmarks, securing blood vessels,
recognizing pathological situations and providing and securing adequate, safe
and proper assistance in exposure of the operative field, closure of the
surgical wound, and the application of casts and dressings. They also perform
other duties within the scope of their professional license as instructed or
delegated by the operating surgeon. ASA surgical assistants are trained in
general surgery, obstetrics and gynecology, orthopedic surgery, plastic surgery,
urology, cardiovascular surgery, neurosurgery and other surgical disciplines.
ASA’s recruiting strategies are designed to attract and retain surgical
assistant professionals from both domestic and international
sources.
  We market
our services to hospitals, surgeons and healthcare facilities. Presently, we
provide service in Houston and Corpus Christi, Texas, Lawton, Oklahoma and
Suffolk, Virginia. We plan to extend our services to other healthcare facilities
in Texas and ultimately, we plan to offer our services throughout the United
States.
  Our
business model is designed to accommodate various modalities to suit our
licensed and/or certified professionals to work either as full time salaried
employees, hourly employees or independent contractors. Currently, we have a
total of eighty (80) surgical assistants, of which sixty three (63) are full or
part time employees and seventeen (17) are independent contractors. We also have
seventeen (17) full time administrative and billing employees.
  The
majority of our revenue is generated from Fee-For-Service paid by third party
insurers on behalf of their clients (the patients). A very small percentage of
revenue is generated from payments by the patients for deductibles and co-pays
not reimbursed by the insurers and payments from patients who are self-insured.
We generate additional revenue in the form of fees earned under contracts for
“On-Call Coverage” from hospitals and other healthcare facilities.
  
 F-5
  AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2009
 (UNAUDITED)
  
 As of
June 30, 2009, our surgical assistants were on assignment at more than sixty
(60) hospitals and other healthcare facilities throughout Texas, Oklahoma and
Virginia. Our clients utilize our services to effectively manage their surgical
staffing needs without having to deal with fluctuations due to attrition, new
unit openings, seasonal patient census variations, etc. and other short-term and
long-term staffing needs. Our ability to meet the clients’ specific staffing
needs, our flexible staffing assignments, and our reliable and superior customer
service contribute to the facilities’ desire to enter into service contracts
with us to utilize our qualified and skilled surgical assistant professionals,
this dynamic and our effective business model have been developed over more than
twenty years of continuous research and improvement, continual monitoring the
quality of service, and careful examination of the feedback regularly received
from our clients through our quality control procedures.
  Basis
of Financial Statement Preparation
 
 These
unaudited condensed consolidated financial statements of American Surgical
Holdings, Inc., and its subsidiaries should be read in the context of the
consolidated financial statements and notes thereto filed with the Securities
and Exchange Commission in the Company’s  2008 Annual Report on Form
10-K.  In the opinion of the Corporation, the information furnished herein
reflects all known accruals and adjustments necessary for a fair statement of
the results for the periods reported herein.  All such adjustments are of a
normal recurring nature. Intercompany transactions and balances have been
eliminated.
 
 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.
  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.
  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-6
  AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OF JUNE 30,
2009
 (UNAUDITED)
  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 utilizes 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 recognized a fair market value of $125,017 for stock
options  vested for the six months ended June 30, 2009.
  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. The Company’s outstanding
stock options were 4,505,000 and warrants
were 3,258,000 on June 30, 2009.  Excluded from the computation of
diluted earnings per share on June 30, 2009, were 1,705,000 options and
3,258,000 warrants as their effect remains anti-dilutive.  The
Company’s outstanding stock options and warrants of 4,041,000 on June 30, 2008
were excluded from the computation of diluted earnings per share as their effect
was anti-dilutive.
 
 F-7
  
 AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OF JUNE 30,
2009
 (UNAUDITED)
 
     The
      following table sets forth the computation of basic earnings per
      shareFor
      the three months ended
                                              
                                              
                                              For
      the six months endedJune
      30,
                                              
                                              
                                              June
      30,2009
                                              
                                              
                                              2008
                                              
                                              
                                              2009
                                              
                                              
                                              2008Net
      income (loss) for the period
                                              
                                              $
                                              1,092,614
                                              
                                              
                                              $
                                              (783,122
                                              )
                                              
                                              $
                                              1,584,295
                                              
                                              
                                              $
                                              (2,173,369
                                              )Weighted
      average number of sharesoutstanding
                                              
                                              
                                              8,525,484
                                              
                                              
                                              
                                              8,425,484
                                              
                                              
                                              
                                              8,492,887
                                              
                                              
                                              
                                              8,425,484Basic
      earnings per share
                                              
                                              $
                                              0.13
                                              
                                              
                                              $
                                              (0.09
                                              )
                                              
                                              $
                                              0.19
                                              
                                              
                                              $
                                              (0.26
                                              )The
      following table sets forth the computation of diluted earnings per
      shareFor
      the three months ended
                                              
                                              
                                              For
      the six months endedJune
      30,
                                              
                                              
                                              June
      30,2009
                                              
                                              
                                              2008
                                              
                                              
                                              2009
                                              
                                              
                                              2008Net
      income (loss) for the period
                                              
                                              $
                                              1,092,614
                                              
                                              
                                              $
                                              (783,122
                                              )
                                              
                                              $
                                              1,584,295
                                              
                                              
                                              $
                                              (2,173,369
                                              )Adjusted
      net income (loss)
                                              
                                              $
                                              1,092,614
                                              
                                              
                                              $
                                              (783,122
                                              )
                                              
                                              $
                                              1,584,295
                                              
                                              
                                              $
                                              (2,173,369
                                              )Weighted
      average number of sharesoutstanding
                                              
                                              
                                              8,525,484
                                              
                                              
                                              
                                              8,425,484
                                              
                                              
                                              
                                              8,492,887
                                              
                                              
                                              
                                              8,425,484Diluted
      warrants and options
                                              
                                              
                                              2,958,333
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              560,000
                                              
                                              
                                              
                                              -Weighted
      average number of commonand
      common equivalent shares
                                              
                                              
                                              11,483,817
                                              
                                              
                                              
                                              8,425,484
                                              
                                              
                                              
                                              9,052,887
                                              
                                              
                                              
                                              8,425,484Diluted
      earnings (loss) per share
                                              
                                              $
                                              0.10
                                              
                                              
                                              $
                                              (0.09
                                              )
                                              
                                              $
                                              0.18
                                              
                                              
                                              $
                                              (0.26
                                              )
  
 F-8
 
 AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OF JUNE 30,
2009
 (UNAUDITED)
 
 Revenue
Recognition
  The
Company recognizes its revenue over the period the service is performed in
accordance with SEC Staff Accounting Bulletin
 No. 104,
“Revenue Recognition in Financial Statements” (“SAB 104”). In general,
SAB 104 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists,
(2) delivery has occurred or services rendered, (3) the fee is fixed
and determinable and (4) collectability is reasonably assured.
  Service
Fees, net are recorded based on established billing rates less estimated
discounts for insurance reimbursements and patient payments
(deductibles).  Management also uses historical collection data to
assure the collectability of the resulting accounts receivable.  No
revenue is recorded for services performed for patients covered by Medicare
and/or Medicaid since this class of providers currently does not receive
reimbursement from either.
  Established
standard billing rates generally do not reflect what the Company is ultimately
paid for its services, and therefore are not displayed in our Consolidated
Statements of Operations.  The Company is reimbursed based on
individual insurance providers’ rates of discount in accordance with their
individual fee schedules for surgical assistant services which are typically
calculated as a percentage of the surgeon's fee.
  The
Company also recognizes revenue from Contract Fees billed to the hospitals for
providing around the clock On-Call coverage.  These fees are billed on
monthly basis throughout the respective term of these contracts as services are
rendered.
  Allowance for Doubtful
Accounts
  The
Company generally provides for an allowance against accounts receivable for
amounts that may become uncollectible whereby such receivables are reduced to
their estimated net realizable value.  The Company estimates this
allowance based on the aging of our accounts receivable, our historical
collection experience, and other relevant factors.  There are various
factors that can impact the collection trends including: changes in the number
of uninsured patients, the increased burden of patient co-payment, and insurance
and business practices related to collection efforts.  These factors
continuously change and may have an impact on collection trends and our
estimation process.
  The
Company evaluates the collectability of its receivables at least quarterly using
various factors including the financial condition and payment history on patient
accounts, an overall review of collections experience on accounts, and other
economic factors or events expected to affect the Company’s future collections
experience.
  As part
of the evaluation discussed above concerning Revenue generated from Service Fees
and the appropriate Collection Percentage, the Company determined that an
allowance was necessary for the period ending June 30, 2009 in the amount of
$295,000 compared to $210,000 on December 31, 2008. $275,000 of the $$295,000 on
June 30, 2009 and $190,000 on December 31, 2008 were for estimated charge
backs.
  Long-Lived Assets
 
 Long-lived
assets and certain identifiable assets related to those assets are periodically
reviewed for impairment whenever circumstances and situations change such that
there is an indication that the carrying amounts may not be
recoverable.  If the non-discounted future cash flows of the
enterprise are less than their carrying amount, their carrying amounts are
reduced to fair value and an impairment loss is recognized.   As of
June 30, 2009, the Company did not record any impairments of its long lived
assets.
 
 Identifiable
Intangible Assets
 
 Intangible
assets are stated at cost net of accumulated amortization and
impairment.  Intangible assets other than goodwill, are amortized over
estimated useful lives.  Hospital contracts are amortized
over  the life of the agreements, which is 6 months to 14
months.  The non compete agreement is amortized over the life of the
agreement of one year.   As of June 30, 2009, the Company has
recognized $ 27,333 of amortization expense related to the intangible
assets.
 Reclassification
  Certain
amounts from prior periods have been reclassified to conform to the current
period presentation.
  F-9
  AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OF JUNE 30,
2009
 (UNAUDITED)
 
 Recent
Accounting Pronouncements
  In July
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
CodificationTMand
the Hierarchy of Generally Accepted Accounting Principles,” (the
Codification).  The Codification will be the single source of
authoritative U.S. generally accepted accounting principles.  The
Codification does not change generally accepted accounting principles, but is
intended to make it easier to find and research issues.  The
Codification introduces a new structure that takes accounting pronouncements and
organizes them by approximately 90 accounting topics.  The
Codification is effective for interim and fiscal years ending after September
15, 2009.  We adopted the Codification on July 1, 2009.  The
adoption of this statement did not have a material effect on our financial
statements but will change our reference to generally accepted accounting
principles beginning in the third quarter of 2009.
 
 In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets,” (SFAS No. 166) and SFAS No. 167, “Amendments to FASB Interpretation No.
46(R),” (SFAS No. 167), which change the way entities account for
securitizations and special-purpose entities.  SFAS No. 166 is a
revision to SFAS No. 140, “Accounting for Transfers and Servicing Financial
Assets and Extinguishments of Liabilities” and SFAS No. 167 is a revision to
FASB Interpretation No. 46(R), “Consolidation of Variable Interest
Entities.”  The new standards eliminate existing exceptions,
strengthen the standards relating to securitizations and special-purpose
entities, and enhance disclosure requirements.  Both of these
statements are effective for fiscal years beginning after November 15,
2009.  The adoption of these statements will not have a material
effect on our financial statements.
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events,” (SFAS No. 165), which
provides guidance on management’s assessment of subsequent
events.  SFAS No. 165 is not expected to significantly change practice
because its guidance is similar to that in American Institute of Certified
Public Accountants Professional Standards U.S. Auditing Standards Section 560,
“Subsequent Events,” with some modifications.  This statement became
effective for us on June 15, 2009.  The adoption of this statement did
not have a material effect on our financial statements.
 
 In April
2009, the FASB issued three Staff Positions (FSP) intended to provide additional
application guidance and enhance disclosures regarding fair value measurements
and impairments of securities.  SFAS No. 157-4 provided guidelines for
making fair value measurements more consistent with the principles presented in
SFAS No. 157.  FSP SFAS No. 107-1 and APB 28-1, “Interim Disclosures
about Fair Value of Financial Instruments” (SFAS No. 107-1 and APB 28-1),
enhanced consistency in financial reporting by increasing the frequency of fair
value disclosures.  FSP SFAS No. 115-2 and SFAS No. 124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments” (SFAS No.
115-2 and SFAS No. 124-2), provided additional guidance designed to create
greater clarity and consistency in accounting for and presenting impairment
losses on securities.
  SFAS No.
157-4 related to determining fair values when there is no active market or where
the price inputs being used represent distressed sales.  This
position, which reaffirms SFAS No. 157, stated that the objective of fair value
measurement is to reflect how much an asset would be sold for in an orderly
transaction (as opposed to a distressed or forced transaction) at the date of
the financial statements under current market conditions.
  SFAS No.
107-1 and APB 28-1 related to fair value disclosures for any financial
instruments that are not currently reflected on the balance sheet at fair
value.  Prior to issuing this position, fair values for these assets
and liabilities were only disclosed once a year.  This position
required these disclosures on a quarterly basis, providing qualitative and
quantitative information about fair value estimates for all those financial
instruments not measured on the balance sheet at fair value.
 
 SFAS No.
115-2 and SFAS No. 124-2 on other-than-temporary impairments is intended to
bring greater consistency to the timing of impairment recognition, and provide
greater clarity to investors about the credit and noncredit components of
impaired debt securities that are not expected to be sold.  The
measure of impairment in comprehensive income remains fair
value.  This position also required increased and timelier disclosures
sought by investors regarding expected cash flows, credit losses, and an aging
of securities with unrealized losses.
 
 These
positions became effective for interim and fiscal years ending after June 15,
2009, with early adoption permitted.  We adopted these positions as of
June 30, 2009.  The adoption of these positions did not have a
material effect on our financial statements.
 
 F-10
  AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2009
 (UNAUDITED)
 
 Recent
Accounting Pronouncements (Continued)
 
 In
December 2008, the FASB issued FSP SFAS No. 132R-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets,” (SFAS No. 132R-1), an amendment of
SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and
Other
 Postretirement
Benefits,” (SFAS No. 132R).  This position will require more detailed
disclosures regarding defined benefit pension plan assets including investment
policies and strategies, major categories of plan assets, valuation techniques
used to measure the fair value of plan assets and significant concentrations of
risk within plan assets.  This position becomes effective for fiscal
years ending after December 15, 2009.  Upon initial application, the
provisions of this position are not required for earlier periods that are
presented for comparative purposes.  We are currently evaluating the
disclosure requirements of this new position.
  NOTE:
2 CONVERTIBLE NOTES PAYABLE
 
 A
discount with respect to the Note (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.
The Company negotiated a modification and extension of the $2,715,000 Promissory
Notes which were due and payable in June 2008. One of the modifications
pertained to the $2.00 per share warrants that were issued in 2007. The Company
exchanged the old warrants for the new warrants in the same amount as a part of
the extension of the debt and the difference between the fair values as a
discount and is amortized as interest expense over the life of the new warrants.
The notes payable to Note holders were extended in July 2008.
  The
Company has agreed with Dawson James Securities, Inc., as the Note holders
Agent, to the following revisions to the terms of the Notes and
warrants:
  ●
              The
      Notes were to be secured by the Company’s accounts receivable and the
      assignment of any proceeds received by the Company from any actions for
      past claims or from legal action against, or settlement with, insurance
      carriers. The proceeds from these legal actions would be payable to the
      Note holders.
  ●
              The
      Note Holders have a first priority lien. The Note Holders’ lien and
      security interest would be released for the Company’s use as collateral
      for a financing facility, subject to a payment in the amount of $1.0
      million from the proceeds of such financing facility to reduce the Note
      Holders’ principal balance
outstanding.
  ●
              The
      Notes’ maturity date would be extended to December 31, 2009 on any
      remaining balance and accrued
interest.
  ●
              The
      Company would make monthly payments  into an escrow account
      (Restricted Cash) jointly controlled by the Company and Dawson James
      Securities Inc.
 
 ●
              Beginning
      in April, 2009, a monthly installment in the amount of $117,000 would be
      made for the benefit of the Note Holders and distributed pro rata to the
      Note Holders. The timing of the distribution shall be determined by the
      terms of Amendment No. 1 to the Notes which stipulates Mandatory
      Quarterly Disbursements of the accumulated Monthly Payments within (10)
      days of the end of each calendar quarter, in addition to a mandatory
      Disbursement of the Threshold Amount.  Within twenty (20)
      days of the accumulated amounts becoming available in the Escrow Fund from
      the monthly Pay-down Payments, Litigation Proceeds, and Facility Proceeds,
      if any, reaching a minimum of $200,000 (the “Threshold Amount”) at any
      time. The Escrow Agent shall be required to disburse, at a minimum, the
      Threshold Amount to pay down interest due on the Principal Amount for each
      relevant calendar quarter and second, to pay down the Principal Amount
      outstanding under the Master Note. It also calls for Automatic
      Disbursements.  If on or before the renegotiated Maturity Date
      of the Note the Company pays in full all amounts due under the Master
      Note, including the aggregate face principal amount of the Master Note and
      any accrued but unpaid interest
thereon.
 
 ●
              Within
      five (5) business days of approving any individual expenses in excess of
      $25,000 and/or any expenditure not in the ordinary course of business, the
      Company shall deliver to the Note Holders Agent a copy of the relevant
      board or audit committee minutes or written consent setting forth the
      resolutions approving such expense(s).
 
 F-11
 
 AMERICAN SURGICAL HOLDINGS, INC. AND
SUBSIDIARIES
 (F/K/A
ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2009
 (UNAUDITED)
 
 NOTE:
2 CONVERTIBLE NOTES PAYABLE (Continued)
 
 
 ●
              The
      Company would not, in any form or any manner, increase or add to the
      compensation and/or benefits received the four principals unless a
      unanimous consent by the independent members of the board of directors is
      obtained.
  The $2.00
per share warrants issued in 2007 to the Note Holders upon the issuance of the
original notes have been modified as follows:
  ●
              The
      exercise price of the warrants issued to the Note Holders has been
      re-priced from $2.00 to $0.10 for one-half of the warrants and to $0.75
      for the remaining one-half of the
warrants.
  ●
              If
      the Company fails to repay the Note Holders fifty percent (50%) or more of
      their principal by March 31, 2009, then the warrants priced at $0.75 shall
      be re-priced to $.20 per share. The Company has treated the re-pricing of
      these warrants as a contingency. All payments were made in a timely
      fashion.
  ●
              All
      warrants shall expire four years from the execution date of the loan
      modification and any extension agreements
  thereof.
 
 The Note
Holders received new warrants in exchange for old warrants with the
extension of the debt.  The value of the new warrants issued with the
debt is recorded as a discount and is amortized to interest
expense.  APB 14 states from the point of view of the issuer, the
sales of a debt security with warrants results in a lower cash interest cost
than otherwise would be possible or permits financing not otherwise
practicable.
 
 The
incremental value of fifty percent (50%) of the warrants using the $0.10
exercise price is expensed over the period from the modification date (July 23,
2008) to December 31, 2009.  The incremental value of the remaining
fifty percent (50%) of the warrants using the $0.75 exercise price was expensed
over the modification date (July 23, 2008) to June 30, 2009 in accordance
with paragraph 51 of  SFAS 123R.   As of June 30, 2009
the notes have been repaid in full.
 
 
 
 NOTE
3 BUSINESS ACQUISITIONS
 
 During
February, 2009, we reached an Agreement with Coastal Surgical Assistants, Inc.
(“CSA”), a Virginia corporation, to acquire the assets of the Company. The
Agreement became effective March 1, 2009.  Terms of the entitles the
current owner to  $50,000 in cash upon execution, a performance
payment based on CSA’s profits, an annual base salary in the amount of $117,000,
50,000 shares of the Company’s common stock, and 50,000 shares of restricted
common stock to be vested on the first anniversary of the closing
date.
 
 Purchase
      price
                                      
                                      $
                                      70,000Non
      Compete agreement
                                      
                                      
                                      10,000Hospital
      contracts
                                      
                                      
                                      60,000$
                                      70,000
 
 F-12
  AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (
F/K/A ASAH Corp.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OF JUNE 30,
2009
 (UNAUDITED)
 
 
 NOTE
4 – EQUITY
  Stock Options and
Warrants
 
 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
                
                2.25%
      to 4.25%Dividend
      Yield
                
                
                $0Volatility
                
                28%
      To 280%Forfeiture
      Rate
                
                
                0
   F-13
  
 AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH, CORP.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30,
2009
 
 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.
 
 The
Company recognized an expense of $125,017 for stock options earned during
the six months ended June 30, 2009.
 
 The
following tables summarize all stock option grants as of December 31, 2008 and
June 30, 2009, and the related changes during these periods are presented
below.
  Number
      of
                            Options
                          
                          
                          Weighted
      Average Exercise PriceStock
      OptionsBalance
      at December 31, 2008
                          
                          
                          783,000
                          
                          
                          $
                          2.33Granted
                          
                          
                          3,850,000
                          
                          
                          
                          0.08ExercisedForfeited
                          
                          
                          128,000
                          
                          
                          
                          2.00Balance
      at June 30, 2009
                          
                          
                          4,505,000
                          
                          
                          
                          0.42Options
      exercisable on June 30, 2009
                          
                          
                          903,904
                          
                          
                          $
                          1.50Weighted
      average fair value of options granted during 2009
                          
                          
                          
                          
                          
                          $
                          0.08
  The
following tables summarize information about stock options for the Company
at June 30, 2009 and December 31, 2008:
  June
      30, 2009 Options Outstanding
                                    
                                    
                                    Options
      ExercisableRange
      of Exercise Price
                                    
                                    
                                    Number
      Outstanding
                                      at
      June 30, 2009
                                    
                                    
                                    Weighted
      Average Remaining
                                      Contractual
      Life
                                    
                                    
                                    Weighted
      Average Exercise Price
                                    
                                    
                                    Number
      Exercisable
                                      at
      June 30, 2009
                                    
                                    
                                    Weighted
      Average Exercise Price$
                                    0.08
                                    
                                    
                                    
                                    3,850,000
                                    
                                    
                                    
                                    2.73
                                    
                                    
                                    $
                                    0.08
                                    
                                    
                                    
                                    351,598
                                    
                                    
                                    $
                                    0.08$
                                    2.00
      – 2.20
                                    
                                    
                                    
                                    125,000
                                    
                                    
                                    
                                    0.76
                                    
                                    
                                    $
                                    2.12
                                    
                                    
                                    
                                    106,781
                                    
                                    
                                    $
                                    2.12$
                                    2.21
      – 3.10
                                    
                                    
                                    
                                    530,000
                                    
                                    
                                    
                                    0.62
                                    
                                    
                                    $
                                    2.46
                                    
                                    
                                    
                                    445,525
                                    
                                    
                                    $
                                    2.46
 
 December
      31, 2008 Options Outstanding
                                
                                
                                Options
      ExercisableRange
      of Exercise Price
                                
                                
                                Number
      Outstanding
                                  at
      December 31, 2008
                                
                                
                                Weighted
      Average Remaining
                                  Contractual
      Life
                                
                                
                                Weighted
      Average Exercise Price
                                
                                
                                Number
      Exercisable
                                  at
      December 31, 2008
                                
                                
                                Weighted
      Average Exercise Price$
                                2.00
      – 2.20
                                
                                
                                
                                253,000
                                
                                
                                
                                2.31
                                
                                
                                $
                                2.06
                                
                                
                                
                                221,750
                                
                                
                                $
                                2.04$
                                2.21
      – 3.10
                                
                                
                                
                                530,000
                                
                                
                                
                                1.12
                                
                                
                                $
                                2.46
                                
                                
                                
                                363,333
                                
                                
                                $
                                2.48
 
  F-14
   AMERICAN
SURGICAL HOLDINGS, INC. AND SUBSIDIARIES
 (F/K/A
ASAH, CORP.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30,
2009
  The
following tables summarize all stock warrants granted the end of December 31,
2008 and June 30, 2009, and the related changes during these periods are
presented below.
 
 Number
      of
                                                  Warrants
                                                
                                                
                                                Weighted
      Average Exercise PriceStock WarrantsBalance
      at December 31, 2008
                                                
                                                
                                                3,258,000
                                                
                                                
                                                
                                                .69Granted
                                                
                                                -Exercised
                                                
                                                
                                                -Forfeited
                                                
                                                
                                                -Balance
      at June 30, 2009
                                                
                                                
                                                3,258,000
                                                
                                                
                                                
                                                0.69Warrants
      exercisable at June 30, 2009
                                                
                                                
                                                3,258,000
                                                
                                                
                                                $
                                                0.69Weighted
      average fair value of warrants granted during 2009
                                                
                                                
                                                
                                                
                                                
                                                
                                                -
 
 All
3,258,000 warrants are fully vested, exercisable and
non-forfeitable.
  The
following tables summarize information about stock warrants for the Company
at June 30, 2009 and December 31, 2008:
  June
      30, 2009 Warrants Outstanding
                                    
                                    
                                    Options
      ExercisableRange
      of Exercise Price
                                    
                                    
                                    Number
                                      Outstanding
      at December 31, 2008
                                    
                                    
                                    Weighted
      Average Remaining
                                      Contractual
      Life
                                    
                                    
                                    Weighted
      Average Exercise Price
                                    
                                    
                                    Number
      Exercisable
                                      at
      December 31, 2008
                                    
                                    
                                    Weighted
      Average Exercise Price$
                                    0.10
      – 0.75
                                    
                                    
                                    
                                    2,715,000
                                    
                                    
                                    
                                    1.06
                                    
                                    
                                    $
                                    0.43
                                    
                                    
                                    
                                    2,715,000
                                    
                                    
                                    $
                                    0.43$
                                    2.00
                                    
                                    
                                    
                                    543,000
                                    
                                    
                                    
                                    1.93
                                    
                                    
                                    $
                                    2.00
                                    
                                    
                                    
                                    543,000
                                    
                                    
                                    $
                                    2.00
 
 December
      31, 2008 Warrants Outstanding
                          
                          
                          Warrants
      ExercisableRange
      of Exercise Price
                          
                          
                          Number
                            Outstanding
      at December 31, 2007
                          
                          
                          Weighted
      Average Remaining
                            Contractual
      Life
                          
                          
                          Weighted
      Average Exercise Price
                          
                          
                          Number
      Exercisable
                            at
      December 31, 2007
                          
                          
                          Weighted
      Average Exercise Price$
                          0.10
      – 0.75
                          
                          
                          
                          2,715,000
                          
                          
                          
                          1.56
                          
                          
                          $
                          0.43
                          
                          
                          
                          2,715,000
                          
                          
                          $
                          0.43$
                          2.00
                          
                          
                          
                          543,000
                          
                          
                          
                          2.42
                          
                          
                          $
                          2.00
                          
                          
                          
                          543,000
                          
                          
                          $
                          2.00
 
 NOTE 5
COMMITMENTS:
 
 The
Executive Employment Agreements of both Mr. Elgamal and Mr. Olmo-Rivas were
updated as of June 1, 2009.  With an effective date of January 1, 2009
for an initial term of ten years, to be renewed as per terms of the Agreement, a
quarterly bonus based on percentage of increase in the annual revenue, year over
year, which replaces the annual bonus that was in the previous Agreements, and a
bi-annual increase of 5% with the first raise taking place on the first
anniversary of the effective date. There were no changes to any of the remaining
sections of the agreements.
  NOTE 6 SUBSEQUENT
EVENT
  In
preparing these financial statements, we have evaluated events and transactions
for potential recognition or disclosure through August 12, 2009, the date the
financial statements were issued.
 
 The Board
has approved a performance bonus to be paid in the fourth quarter in the amount
of $350,000 to Mr. Elgamal, Chief Executive Officer, Mr. Olmo, Chief Operating
Officer, Mr. Chamberlain, a Senior Consultant and Mr. Chapa, a Senior
Consultant, provided certain performance goals were attained.  The
Board will meet in October 2009 and determine if the goals were reached and if a
bonus is justified.
 
 F-15
  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-Q 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 six month period ending June 30, 2009, 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, 2008 included in our Form 10-K.
 
 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 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.
Through American Surgical Assistants, Inc., we currently 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.  This function was transferred to ASA in
2008.  ATS is currently dormant.
 
 In
January 2007, the Company completed a 1 for 2 common stock consolidation and in
April 2007 the Company completed a 1 for 1.75 common stock consolidation. All
share and per share amounts have been retroactively restated for the both the 1
for 2 and the 1 for 1.75 stock consolidations.
  EXECUTIVE
SUMMARY
  The
Company’s revenue and net income has improved in the first six months of 2009
over the same period in 2008.  Sales have more than doubled in the
first six months this year over last year.  Cash provided from
operations for the first six months in 2009 was approximately $3,800,000 on just
under $10,000,000 of sales.  This allowed the Company to retire
approximately $2,900,000 of debt.  The Company at the end of the
second quarter had no outstanding notes payable.  Finally, the Company
generated net income of 16%, or $1,584,295 for the first six months of 2009
in comparison to a net loss of 47%, or $2,173,368 in 2008.
  1
  RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2009 COMPARED TO THE THREE
MONTHS ENDED JUNE 30, 2008
  Revenue
  Net
revenue for the three months ended June 30, 2009 were $5,938,695 compared to
$2,575,143 for the three months ended June 30, 2008.  Net revenues
more than doubled (130% increase) or $3,363,552 in the second quarter of 2009
over the same period in 2008. The steps management took in 2008, including
elimination of under-paying insurance company contracts, improved billing
processes, and an increase in the number of procedures performed, were
responsible for a majority of the increase.   The Company signed
a contract with a third party billing company near the end of 2008 that took
effect in the beginning of 2009, which decreased the length of outstanding
billings and facilitated collections this contributed to an increase in revenue
roughly 20%.  In addition the Company expanded operations with
coverage in two healthcare facilities located in the Commonwealth of Virginia,
one commencing operations late in the fourth quarter of 2008, and the second in
the first quarter of 2009, which contributed a 5% increase in
revenue.
  Cost
of Revenue
  Our Cost
of Revenue (“COR”) has significantly improved in 2009 compared to
2008.  The cost of revenue was $1,919,232, or 32% of $5,938,695
revenue for three months ended June 30, 2009 as compared to a cost of
$1,772,024, or 69% of $2,575,143 revenue for the three months ended June 30,
2008.This
significant improvement is primarily attributable to increased billable
procedures, increased revenue per procedure, and significantly better
utilization of available human capital.
  Gross
Profit
 
 Gross
profit percentage is 68% for the three months ended June 30, 2009 in comparison
to 31% over the same period ended June 30, 2008.   The
improvement is due to steps taken by management in 2008 to improve revenue per
procedure and to increase the number of procedures.
  Operating
Expenses
 
 Total
operating expenses during the second quarter of 2009 were $2,177,037 compared to
$1,018,006 during the second quarter of 2008, an increase of $1,159,031, or a
114% increase.  The Company’s general and administrative expenses were
$352,709 higher for the three month period ended June 30, 2009 as compared to
the same three months last year.  The increase was due to mainly two
items: expenses paid on collections of approximately $10,000 and the balance
paid to the four major principals of the Company as a bonus to companies they
own.  Salaries increased $807,456 in the second quarter of 2009 over
last year.  During the second quarter of last year management
volunteered to accept reductions in salary ranging from 20% to 30% on both
salaries and approved expenses.  The compensation committee reinstated
the salaries and expenses to the former level in January 2009 and paid bonuses
to key members of management as per their employment agreements.  In
addition, the Company has almost doubled the size of its billing staff to handle
the increased production, paid in cash, a one time bonus of   over
$400,000 to the key members of management and
employees.
  RESULTS
OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 COMPARED TO THE SIX MONTHS
ENDED JUNE 30, 2008
 
 Revenue
 
 Net Revenue increased to
$9,978,092for the six
months ended June 30, 2009 compared to $4,605,598for the six months ended
June 30, 2008, an increase of$5,372,494, or a 117% increase over the
same period in 2008.  The measures implemented by management in the
latter part of 2008, and throughout 2009 increased revenue per procedure, and
increased the number of procedures performed by our surgical
assistants.  The net revenue in the first six months of 2008 was
depressed due to underpaying contracts with certain insurance
carriers.  These contracts are no longer in place in
2009.
  Cost
of Revenue
 
 Our Cost of Revenue
(“COR”) increased to $3,916,341for the six months ended
June 30, 2009 from $3,492,335, an increase of$424,006, or a 12% increase
over last year. The measures implemented by management in the latter part of
2008, and throughout 2009, increased revenue per procedure, and increased the
number of procedures performed by our surgical assistants.
  2
  Gross
Profit
 
 Our Gross Profit was
$6,061,751for the six
months ended June 30, 2009 from $1,113,263over the same period ended
June 30, 2008, an increase of $4,948,488 or 446%.   This
is the result of an increase in net revenue equal to 117% and a cost of revenues
increase of 12% for the six months of 2009 over the same six months in
2008.
  Operating
Expenses
 
 Our Total
Operating Expenses for the six months ended June 30, 2009 were $3,237,378
compared to $2,078,610 during the six months ended June 30, 2008, an increase of
56% or $1,158,768.  The
entire increase occurred in the second quarter of 2009 and was due primarily to
bonuses and reinstatement of 2008 salaries that were previously reduced to the
four principal stockholders.
  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, 2009 and 2008 expressed as a percentage of Net
Revenue.
  For
      the three months ended
                                            
                                            
                                            For
      the six months endedJUNE
      30
                                            
                                            
                                            JUNE
      302009
                                            
                                            
                                            2008
                                            
                                            
                                            2009
                                            
                                            
                                            2008Revenues,
      net
                                            
                                            
                                            100
                                            %
                                            
                                            
                                            100
                                            %
                                            
                                            
                                            100
                                            %
                                            
                                            
                                            100
                                            %Cost
      of Revenues
                                            
                                            
                                            32
                                            %
                                            
                                            
                                            69
                                            %
                                            
                                            
                                            39
                                            %
                                            
                                            
                                            76
                                            %Gross
      Profit
                                            
                                            
                                            68
                                            %
                                            
                                            
                                            31
                                            %
                                            
                                            
                                            61
                                            %
                                            
                                            
                                            24
                                            %Operating
      Expenses
                                            
                                            
                                            37
                                            %
                                            
                                            
                                            40
                                            %
                                            
                                            
                                            32
                                            %
                                            
                                            
                                            45
                                            %Net
      Income (Loss) from Operations
                                            
                                            
                                            31
                                            %
                                            
                                            
                                            -9
                                            %
                                            
                                            
                                            29
                                            %
                                            
                                            
                                            -21
                                            %Other
      (Expense) Income
                                            
                                            
                                            -2
                                            %
                                            
                                            
                                            -22
                                            %
                                            
                                            
                                            -3
                                            %
                                            
                                            
                                            -28
                                            %Income
      (Loss) from Operations
                                            
                                            
                                            29
                                            %
                                            
                                            
                                            -31
                                            %
                                            
                                            
                                            26
                                            %
                                            
                                            
                                            -49
                                            %Provision
      for Income Taxes
                                            
                                            
                                            -11
                                            %
                                            
                                            
                                            1
                                            %
                                            
                                            
                                            -10
                                            %
                                            
                                            
                                            2
                                            %Net
      Income (Loss)
                                            
                                            
                                            18
                                            %
                                            
                                            
                                            -30
                                            %
                                            
                                            
                                            16
                                            %
                                            
                                            
                                            -47
                                            %
 
 LIQUIDITY
AND CAPITAL RESOURCES
  As of
June 30, 2009, the Company had $ 1,662,247 in cash and cash equivalents on hand
compared to $431,731 on hand at December 31, 2008.  Our working
capital (defined as current assets less current liabilities) for the six months
ended at June 30, 2009 was$2,554,706compared to
$832,248on December 31,
2008.
  Our
operating activities provided cash in the amount of $3,771,863 for the six
months ended June 30, 2009 compared to cash used in operations of $635,509 for
the same period in 2008.  The four major factors influencing the
increase in cash provided from operating activities were:  (1) The
Company cancelled its contracts with insurance companies.  (2) net
revenue for the first six months of 2009 was twice the net revenue in 2008; (3)
accounts receivable have decreased by $1,195,245 since the beginning of the
year, and (4) the Company signed an agreement with a third party network to
facilitate and streamline collections.
  3
  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 greater degree
of judgment and estimates.
 
 Actual
results may differ from those estimates. Management believes that given the
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 or financial position and 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 revenue 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 July
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
CodificationTMand
the Hierarchy of Generally Accepted Accounting Principles,” (the
Codification).  The Codification will be the single source of
authoritative U.S. generally accepted accounting principles.  The
Codification does not change generally accepted accounting principles, but is
intended to make it easier to find and research issues.  The
Codification introduces a new structure that takes accounting pronouncements and
organizes them by approximately 90 accounting topics.  The
Codification is effective for interim and fiscal years ending after September
15, 2009.  We adopted the Codification on July 1, 2009.  The
adoption of this statement did not have a material effect on our financial
statements but will change our reference to generally accepted accounting
principles beginning in the third quarter of 2009.
 
 In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets,” (SFAS No. 166) and SFAS No. 167, “Amendments to FASB Interpretation No.
46(R),” (SFAS No. 167), which change the way entities account for
securitizations and special-purpose entities.  SFAS No. 166 is a
revision to SFAS No. 140, “Accounting for Transfers and Servicing Financial
Assets and Extinguishments of Liabilities” and SFAS No. 167 is a revision to
FASB Interpretation No. 46(R), “Consolidation of Variable Interest
Entities.”  The new standards eliminate existing exceptions,
strengthen the standards relating to securitizations and special-purpose
entities, and enhance disclosure requirements.  Both of these
statements are effective for fiscal years beginning after November 15,
2009.  The adoption of these statements will not have a material
effect on our financial statements.
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events,” (SFAS No. 165), which
provides guidance on management’s assessment of subsequent
events.  SFAS No. 165 is not expected to significantly change practice
because its guidance is similar to that in American Institute of Certified
Public Accountants Professional Standards U.S. Auditing Standards Section 560,
“Subsequent Events,” with some modifications.  This statement became
effective for us on June 15, 2009.  The adoption of this statement did
not have a material effect on our financial statements.
 
 In April
2009, the FASB issued three Staff Positions (FSP) intended to provide additional
application guidance and enhance disclosures regarding fair value measurements
and impairments of securities.  SFAS No. 157-4 provided guidelines for
making fair value measurements more consistent with the principles presented in
SFAS No. 157.  FSP SFAS No. 107-1 and APB 28-1, “Interim Disclosures
about Fair Value of Financial Instruments” (SFAS No. 107-1 and APB 28-1),
enhanced consistency in financial reporting by increasing the frequency of fair
value disclosures.  FSP SFAS No. 115-2 and SFAS No. 124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments” (SFAS No.
115-2 and SFAS No. 124-2), provided additional guidance designed to create
greater clarity and consistency in accounting for and presenting impairment
losses on securities.
  SFAS No.
157-4 related to determining fair values when there is no active market or where
the price inputs being used represent distressed sales.  This
position, which reaffirms SFAS No. 157, stated that the objective of fair value
measurement is to reflect how much an asset would be sold for in an orderly
transaction (as opposed to a distressed or forced transaction) at the date of
the financial statements under current market conditions.
  4
  SFAS No.
107-1 and APB 28-1 related to fair value disclosures for any financial
instruments that are not currently reflected on the balance sheet at fair
value.  Prior to issuing this position, fair values for these assets
and liabilities were only disclosed once a year.  This position
required these disclosures on a quarterly basis, providing qualitative and
quantitative information about fair value estimates for all those financial
instruments not measured on the balance sheet at fair value.
 
 SFAS No.
115-2 and SFAS No. 124-2 on other-than-temporary impairments is intended to
bring greater consistency to the timing of impairment recognition, and provide
greater clarity to investors about the credit and noncredit components of
impaired debt securities that are not expected to be sold.  The
measure of impairment in comprehensive income remains fair
value.  This position also required increased and timelier disclosures
sought by investors regarding expected cash flows, credit losses, and an aging
of securities with unrealized losses.
 
 These
positions became effective for interim and fiscal years ending after June 15,
2009, with early adoption permitted.  We adopted these positions as of
June 30, 2009.  The adoption of these positions did not have a
material effect on our financial statements.
 
 In
December 2008, the FASB issued FSP SFAS No. 132R-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets,” (SFAS No. 132R-1), an amendment of
SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement
Benefits,” (SFAS No. 132R).  This position will require more detailed
disclosures regarding defined benefit pension plan assets including investment
policies and strategies, major categories of plan assets, valuation techniques
used to measure the fair value of plan assets and significant concentrations of
risk within plan assets.  This position becomes effective for fiscal
years ending after December 15, 2009.  Upon initial application, the
provisions of this position are not required for earlier periods that are
presented for comparative purposes.  We are currently evaluating the
disclosure requirements of this new position.
 
 Off-Balance
Sheet Arrangements
  We have
no off-balance sheet transactions.
 
 Item
3.   Quantitative and Qualitative Disclosures about Market
Risks
 
 Not
required for smaller reporting companies.
 
 Item
4T. Controls and Procedures
  a)  
Evaluation of Disclosure
Controls. Our Chief Executive Officer and our Chief Financial and
Accounting Officer evaluated the effectiveness of our disclosure controls and
procedures as of the end of our second fiscal quarter 2009 pursuant to Rule
13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
as appropriate to allow timely decisions regarding required disclosure. Based on
their evaluation, the Chief Executive Officer and Chief Financial and Accounting
Officer concluded that our disclosure controls and procedures were effective as
of June 30, 2009
 
 It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions
 
 (b)
  Changes in internal
control over financial reporting. There have been no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. Our management team will
continue to evaluate our internal control over financial reporting in 2009 as we
implement our Sarbanes Oxley Act testing.
 
 
 5
  PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  Currently
we are not aware of any litigation pending or threatened by or against the
Company.
  Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 None
 
 Item
3. Defaults Upon Senior Securities.
  None
  Item
4. Submission of Matters to a Vote of Security Holders.
  None
  Item
5. Other Information.
  None
  Item
6. Exhibits and Reports of Form 8-K.
  (a)
              Exhibits
  31.1
      Certifications of Chief Executive Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 200231.2
      Certifications of Chief financial Officer pursuant to Section 302 of
      Sarbanes Oxley Act of 2002
  32.1
      Certifications of Chief Executive Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 200232.2
      Certifications of Chief financial Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 2002
   6
  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 14, 2009
              By:
              /s/
      ZAK W.
      ELGAMALZak
      W. ElgamalChairman
      & Chief Executive Officer
                and
      Principal Executive OfficerDate:August 14,  2009
              By:
              /s/
      JAMES A.
      LONGAKERJames
      A. LongakerChief
      Financial Officer and
                Principal
      Accounting Officer
  
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