SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10QSB
[ X ] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1996
[ ] Transition Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (no fee required)
For the transition period from ________________ to ________________
Commission file number: 0-9657
DALEIGH HOLDINGS CORPORATION
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(Exact name of small business issuer as specified in its charter)
Utah 86-0323969
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1888 Century Park East, Suite 1969, Los Angeles, CA 90067
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (310) 284-6880
American Surgery Centers Corporation, P.O. Box 40608, Mesa, AZ 85274
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X ] No[ ]
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at January 31, 1997
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Common Stock, par value 4,983,307 Shares
$.0152 per share
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DALEIGH HOLDINGS CORPORATION
(FORMERLY AMERICAN SURGERY CENTERS CORPORATION) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, December 31,
1996 1995
------------ ------------
ASSETS
CURRENT ASSET
Cash $ 32,698 $ 10,800
------------ ------------
TOTAL CURRENT ASSET 32,698 10,800
------------ ------------
$ 32,698 $ 10,800
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITY
Accrued expenses $ 5,000 $
------------ ------------
TOTAL CURRENT LIABILITY 5,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock,no par value;
authorized - 10,000,000 shares;
issued and outstanding - none
Common stock, $.0152 par value;
authorized - 50,000,000 shares;
issued and outstanding -
2,483,307 shares at June 30, 1996
and 2,349,957 at December 31, 1995 37,751 35,724
Additional paid-in capital 14,813,949 14,740,976
Accumulated deficit (14,824,002) (14,765,900)
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TOTAL STOCKHOLDERS' EQUITY 27,698 10,800
------------ ------------
$ 32,698 $ 10,800
============ ============
DALEIGH HOLDINGS CORPORATION
(FORMERLY AMERICAN SURGERY CENTERS CORPORATION) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
1996 1995 1996 1995
------------ ------------ ------------ ------------
OPERATING EXPENSES
General and
administrative $ 43,757 $ 425 $ 58,102 $ 601
------------ ------------ ------------ ------------
NET LOSS $ (43,757) $ (425) $ (58,102) $ (601)
============ ============ ============ ============
NET LOSS
PER SHARE $ (.02) $ .00* $ (.02) $ .00*
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 2,427,741 2,349,957 2,388,849 2,349,957
============ ============ ============ ============
* - less than $.01
DALEIGH HOLDINGS CORPORATION
(FORMERLY AMERICAN SURGERY CENTERS CORPORATION) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (58,102) $ (601)
Increase in accrued expenses 5,000
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Cash used in operating activities (53,102) (601)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 75,000
------------ ------------
75,000
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NET INCREASE (DECREASE) IN CASH 21,898 (601)
CASH, beginning of period 10,800 11,868
------------ ------------
CASH, end of period $ 32,698 $ 11,267
============ ============
DALEIGH HOLDINGS CORPORATION
(FORMERLY AMERICAN SURGERY CENTERS CORPORATION) AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Comments
The accompanying condensed consolidated financial statements are unaudited but,
in the opinion of the management of the Company, contain all adjustments,
consisting of only normal recurring accruals, necessary to present fairly the
financial position at June 30, 1996, the results of operations for the three
months and six months ended June 30, 1996 and 1995, and the changes in cash
flows for the six months ended June 30, 1996 and 1995. Certain information and
footnote disclosures normally included in financial statements that have been
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, although management of the company believes that the
disclosures in these financial statements are adequate to make the information
presented therein not misleading. For further information, refer to the
financial statements and notes thereto included in the Company's 1995 Form 10 -
K filed with the Securities and Exchange Commission. Operating results for the
six month period ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996.
2. SALE OF COMMON STOCK
During quarter ended June 30, 1996, the Company sold an aggregate 133,350 of its
common shares for $75,000 in private placements.
3. SUBSEQUENT EVENTS
On December 30,1996, a special meeting of the shareholders was held. The
shareholders adopted Amendments to its Articles of Incorporation to change the
name of the Company to DaLeigh Holdings Corporation. The Amendment, also
provided that the Company has the authority to issue fifty million (50,000,000)
shares of common stock at $.0152 par value, and ten million (10,000,000) shares
of serial preferred stock with no par value. The amendment effectuated a reverse
split of the stock (10 outstanding shares into 1 outstanding share) and changed
the par value from $.00152 to $.0152. All references in the accompanying
condensed consolidated financial statements to the number of common stock have
been restated to reflect the reverse split.
On January 2, 1997, the Company entered into an agreement to sell, assign and
transfer to ASCI Holdings Group, a Delaware corporation, under formation, not to
exceed 80% of the issued and outstanding shares of the common stock of ASC
International, a Utah corporation, and a wholly-owned subsidiary of the Company.
The subsidiary is the holder of all of the issued and outstanding shares of
stock of the other subsidiaries of the Company. The subsidiaries have nominal
assets, if any, and liabilities, if any. The Company's conveyance to ASCI
Holdings Group will be in consideration of the assumption by ASCI Holdings Group
of any and all obligations owing to Ronald J. Stauber, Inc., a law corporation,
special securities counsel to the Company, in connection with the legal services
performed as it relates to the Agreement and Plan of Reorganization and
Corporation Separation, the corporate separation and the distribution of said
stock ownership as contemplated therein. The Company intends to distribute the
balance of this stock in ASC International to its shareholders, said shares of
stock have not been registered under the Securities Act of 1933, as amended, and
the further sale and transfer of the said shares are restricted.
On January 22, 1997, the Company sold and issued 2,500,000 shares of common
stock to Lee E. Rodriguez, the CEO of the Company, for $38,000. These shares of
stock were sold and issued in cancellation of indebtedness. The result of this
sale gave Lee E. Rodriguez 50.17% of the voting securities of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations:
The Company was not operational during the quarter ended June 30, 1996. During
the quarter a total of $75,000 was raised to fund operational expenses through
private placement of the Company's common stock. In May 1996, Lee E. Rodriguez,
an executive with substantial experience in developing and managing healthcare
related companies, was named President and Chief Executive Officer of the
Company. Also during the quarter, the Company's headquarters was moved to 1888
Century Park East, Los Angeles, CA 90067. The activities of the Company have
been limited to corporate maintenance and identifying possible acquisition
candidates.
Liquidity and Capital Resources
The Company had a working capital of $27,698 at June 30, 1996.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
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 on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registration has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DALEIGH HOLDINGS CORPORATION
February 4, 1997 /s/ Lee E. Rodriguez
Dated: _____________________ By: __________________________________
Lee E. Rodriguez
Chief Executive Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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