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 September 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)
September 30, December 31,
1996 1995
------------ ------------
ASSETS
CURRENT ASSET
Cash $ 19,331 $ 10,800
------------ ------------
TOTAL CURRENT ASSET 19,331 10,800
OFFICE EQUIPMENT 3,760
DEPOSITS 3,235
------------ ------------
$ 26,326 $ 10,800
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accrued expenses $ 5,000 $
Loans payable 25,000
------------ ------------
TOTAL CURRENT LIABILITIES 30,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY)
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 September 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 (14,855,374) (14,765,900)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (3,674) 10,800
$ 26,326 $ 10,800
============ ============
DALEIGH HOLDINGS CORPORATION
(FORMERLY AMERICAN SURGERY CENTERS CORPORATION) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------------ ------------ ------------ ------------
OPERATING EXPENSES
General and
administrative $ 31,372 $ 467 $ 89,474 $ 1,068
------------ ------------ ------------ ------------
NET LOSS $ (31,372) $ (467) $ (89,474) $ (1,068)
============ ============ ============ ============
NET LOSS PER SHARE $ (.01) $ .00* $ (.04) $ .00*
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 2,483,307 2,349,957 2,483,307 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 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
1996 1995
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (89,474) $ (601)
Increase in accrued expenses 5,000
------------ ------------
Cash used in operating activities (84,474) (601)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment (3,760)
Payment of deposits (3,235)
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(6,995)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 75,000
Proceeds from short-term borrowing 25,000
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100,000
------------ ------------
NET INCREASE (DECREASE) IN CASH 8,531 (601)
CASH, beginning of period 10,800 11,868
------------ ------------
CASH, end of period $ 19,331 $ 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 September 30, 1996, the results of operations for the
three months and nine months ended September 30, 1996 and 1995, and the changes
in cash flows for the nine months ended September 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 nine month period ended September 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 nine months ended September 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 September 30, 1996. 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 deficit of $5,669 at September 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
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 5
<PERIOD TYPE> 9-MONTHS
<FISCAL YEAR END> DEC-31-1996
<PERIOD END> SEP-30-1996
<CASH> 19,331
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT ASSETS> 19,331
<PP&E> 3,760
<DEPRECIATION> 0
<TOTAL ASSETS> 26,326
<CURRENT LIABILITIES> 30,000
<BONDS> 0
0
0
<COMMON> 37,751
<OTHER SE> (41,425)
<TOTAL LIABILITY AND EQUITY> 26,326
<SALES> 0
<TOTAL REVENUES> 0
<CGS> 0
<TOTAL COSTS> 0
<OTHER EXPENSES> 89,474
<LOSS PROVISION> 0
<INTEREST EXPENSE> 0
<INCOME PRETAX> (89,474)
<INCOME TAX> 0
<INCOME CONTINUING> (89,474)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET INCOME> (89,474)
<EPS PRIMARY> (0.04)
<EPS DILUTED> 0.00
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