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 March 31, 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)
March 31, December 31,
1996 1995
------------ ------------
ASSETS
CURRENT ASSET
Cash $ 1,455 $ 10,800
------------ ------------
TOTAL CURRENT ASSET 1,455 10,800
------------ ------------
$ 1,455 $ 10,800
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITY
Accrued expenses $ 5,000 $
------------ ------------
TOTAL CURRENT LIABILITY 5,000
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 -
2,349,957 shares at March 31, 1996
and December 31, 1995 35,724 35,724
Additional paid-in capital 14,740,976 14,740,976
Accumulated deficit (14,780,245) (14,765,900)
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TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (3,545) 10,800
------------ ------------
$ 1,455 $ 10,800
============ ============
DALEIGH HOLDINGS CORPORATION
(FORMERLY AMERICAN SURGERY CENTERS CORPORATION) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
1996 1995
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OPERATING EXPENSES
General and administrative $ 14,345 $ 176
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NET LOSS $ (14,345) $ (176)
============ ============
NET LOSS PER SHARE $ .00* $ .00*
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,349,957 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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995
1996 1995
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (14,345) $ (176)
Increase in accrued expenses 5,000
------------ ------------
Cash used in operating activities (9,345) (176)
------------ ------------
NET DECREASE IN CASH (9,345) (176)
CASH, beginning of period 10,800 11,868
------------ ------------
CASH, end of period $ 1,455 $ 11,692
============ ============
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 March 31, 1996, the results
of operations for the three months ended March 31, 1996 and 1995, and the
changes in cash flows for the three months ended March 31, 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 three month period ended March 31, 1996 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1996.
2. 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:
Three Months Ended March 31, 1996
During the quarter ended March 31, 1996 the Company was not operational.
Subsequent to the end of the quarter a total of $75,000 was raised to
fund operational expenses through the private placement of the Company's
common stock. 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 $3,545 at March 31, 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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<PERIOD TYPE> 3-MONTHS
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<PERIOD END> MAR-31-1996
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<RECEIVABLES> 0
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0
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<OTHER SE> (39,269)
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