##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 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 NO.: 000-30326
 TRI-ISTHMUS GROUP, INC.
  Delaware
    
    77-0557617(State or Other Jurisdiction of Incorporation or
    
    (I.R.S. EmployerOrganization)
    
    Identification No.)9663 Santa Monica Blvd., #959Beverly Hills, California 90210
    
    90210(Address of Principal Executive Offices)
    
    (Zip Code)
 (310) 860-2501
 þ o
   Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer
þ
    
    Smaller reporting company
o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets June 30, 2008 (Unaudited) and September 30, 2007 (Audited)
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) 
Three months and nine months ended June 30, 2008 and July 31, 2007
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine months ended June 30, 2008 and July 31, 2007
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4T. Controls and Procedures
    
    
    28PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    29Signatures
    
    
    31Exhibit Index
    
    
    32Certification Pursuant to Rule 13a-14(d)Certification Pursuant to Rule 13a-14(d)Certification Pursuant to 18 U.S.C. 1350Certification Pursuant to 18 U.S.C. 1350
  2




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TRI-ISTHMUS GROUP, INC.
 
   June 30,
    
    
    September 30,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,089
    
    
    $
    733Restricted cash
    
    
    1,955
    
    
    
    Accounts receivable, net of allowance for uncollectible accounts
    
    
    8,048
    
    
    
    1,418Advance to affiliated entity (note 6)
    
    
    239
    
    
    
    273Prepaid expenses
    
    
    474
    
    
    
    23Other current assets
    
    
    2,058
    
    
    
    135Total current assets
    
    
    16,863
    
    
    
    2,582Property and equipment, net
    
    
    11,141
    
    
    
    1,163Goodwill (Note 7)
    
    
    759
    
    
    
    759Other Assets
    
    
    329
    
    
    
    Total assets
    
    $
    29,092
    
    
    $
    4,504LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS DEFICITCurrent Liabilities:Accounts payable
    
    $
    2,106
    
    
    $
    678Accrued expenses
    
    
    2,048
    
    
    
    792Staff accruals
    
    
    657
    
    
    
    154Notes payable, current portion
    
    
    4,980
    
    
    
    Total current liabilities
    
    
    9,791
    
    
    
    1,624Notes payable, net of current portion (Note 8)
    
    
    5,202
    
    
    
    Commitments and contingencies (Note 9)
    
    
    
    
    
    
    Minority interest (Note 10)
    
    
    2,334
    
    
    
    920
 See
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TRI-ISTHMUS GROUP, INC.
 June 30, 2008
    
    
    September 30, 2007(Unaudited)Non-redeemable Preferred Stock:Preferred stock Series 1-A ($0.01 par value, 67,600 shares
authorized; 67,600 shares issued and outstanding as of June
30, 2008 and September 30, 2007)(Aggregate liquidation value is $169 as of June 30 and
September 30, 2007)
    
    $
    166
    
    
    $
    166Preferred stock Series 2-A ($0.01 par value, 3,900 shares
authorized; 3,900 shares issued and outstanding as of June
30, 2008 and September 30, 2007)(Aggregate liquidation value is $25 as of June 30, 2008 and
September 30, 2007)
    
    
    25
    
    
    
    25Total non-redeemable preferred stock
    
    $
    191
    
    
    $
    191Redeemable preferred stock:Preferred stock Series 5-A ($0.01 par value, 9,000 shares
authorized; 8,962 shares and 2,852 shares issued and
outstanding as of June 30, 2008 and September 30, 2007,
respectively)
    
    $
    7,714
    
    
    $
    2,519(Aggregate liquidation value is $8,962 and $2,717 as of
June 30 , 2008 and September 30, 2007, respectively)(Aggregate redemption value is $10,410 and $3,042 as of
June 30, 2008 and September 30, 2007, respectively)Preferred stock Series 6-A ($0.01 par value, 5,000 shares
authorized; 4,495 shares and 0 shares issued and
outstanding as of June 30, 2008 and September 30, 2007,
respectively)
    
    
    4,048
    
    
    
    (Aggregate liquidation value is $4,495 and $-0- as of
June 30, 2008 and September 30, 2007, respectively)(Aggregate redemption value is $5,394 and $-0- as of
June 30, 2008 and September 30, 2007, respectively)Preferred stock Series B issued by subsidiary (note 12)
($0.01 par value, 38,250 shares authorized, 19,990 shares
issued and outstanding as of June 30, 2008 and September
30, 2007)
    
    
    2,500
    
    
    
    2,500Total redeemable stock
    
    $
    14,262
    
    
    $
    5,019Common stock ($0.01 par value, 100,000,000 shares
authorized; 9,353,075 and 3,828,739 shares issued and
outstanding as of June 30, 2008 and September 30, 2007,
respectively
    
    $
    93
    
    
    $
    38Additional paid-in capital
    
    
    70,898
    
    
    
    65,355Accumulated deficit
    
    
    (73,627
    )
    
    
    (68,591
    )Other comprehensive loss
    
    
    (52
    )
    
    
    (52
    )Total shareholders deficit
    
    
    (2,688
    )
    
    
    (3,250
    )Total liabilities, preferred stock and shareholders deficit
    
    $
    29,092
    
    
    $
    4,504
 See
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TRI-ISTHMUS GROUP, INC.
 
    Three months ended
    
    Nine months endedJune 30, 2008
    
    July 31, 2007
    
    June 30, 2008
    
    July 31, 2007Revenue from services
    
    $
    8,403
    
    
    $
    868
    
    
    $
    19,660
    
    
    $
    2,450Costs and expenses:Selling, general and
administrative expenses
    
    
    9,516
    
    
    
    1,287
    
    
    
    21,176
    
    
    
    3,763Amortization of stock-
based compensation
    
    
    56
    
    
    
    123
    
    
    
    136
    
    
    
    234Depreciation and amortization
    
    
    180
    
    
    
    29
    
    
    
    339
    
    
    
    85Total costs and expenses, net
    
    
    9,752
    
    
    
    1,439
    
    
    
    21,651
    
    
    
    4,082Operating loss
    
    
    (1,349
    )
    
    
    (571
    )
    
    
    (1,991
    )
    
    
    (1,632
    )Interest income
    
    
    187
    
    
    
    1
    
    
    
    261
    
    
    
    2Interest expense
    
    
    (201
    )
    
    
    
    
    
    
    (709
    )
    
    
    Minority interest
    
    
    240
    
    
    
    77
    
    
    
    71
    
    
    
    272Net loss from operations before taxation and
non-cash beneficial conversion feature
    
    $
    (1,123
    )
    
    $
    (493
    )
    
    $
    (2,368
    )
    
    $
    (1,358
    )Taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (1,123
    )
    
    $
    (493
    )
    
    $
    (2,368
    )
    
    $
    (1,358
    )Non-cash beneficial conversion feature preferred
dividend
    
    
    (1,147
    )
    
    
    
    
    
    
    (2,668
    )
    
    
    Net loss attributable to common shareholders
(Note 2)
    
    $
    (2,270
    )
    
    $
    (493
    )
    
    $
    (5,036
    )
    
    $
    (1,358
    )Net loss per common share:Basic
    
    $
    (0.25
    )
    
    $
    (0.13
    )
    
    $
    (0.66
    )
    
    $
    (0.37
    )Diluted
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 See
 5




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##### Table of Contents



TRI-ISTHMUS GROUP, INC.
 
    Nine months ended,June 30, 2008
    
    
    July 31, 2007Cash flows from operating activities:Net loss
    
    $
    (2,368
    )
    
    $
    (1,358
    )Adjustments to reconcile net loss to net cash used in operating activities:Minority interest
    
    
    71
    
    
    
    (272
    )Depreciation and amortization
    
    
    339
    
    
    
    85Amortization of stock based compensation
    
    
    136
    
    
    
    234Amortization of debt discount
    
    
    233
    
    
    
    Bad debt provision
    
    
    1,542
    
    
    
    Changes in working capital components:Accounts receivable
    
    
    (3,072
    )
    
    
    101Accounts payable
    
    
    (405
    )
    
    
    15Others
    
    
    (960
    )
    
    
    556Net cash used in operating activities
    
    
    (4,484
    )
    
    
    (639
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (338
    )
    
    
    (67
    )Acquisition of subsidiaries, net of cash acquired
    
    
    857
    
    
    
    163Restricted cash
    
    
    (1,955
    )
    
    
    Repayment of advance
    
    
    33
    
    
    
    Net cash provided (used) by investing activities
    
    
    (1,403
    )
    
    
    96Cash flows from financing activities:Drawdown of convertible loans
    
    
    1,650
    
    
    
    Repayment of notes
    
    
    (1,650
    )
    
    
    Issuance of preferred stock Series 5-A, net of costs
    
    
    5,195
    
    
    
    1,160Issuance of preferred stock Series 6-A, net of costs
    
    
    4,048
    
    
    
    Net cash provided by financing activities
    
    
    9,243
    
    
    
    1,160Net increase in cash and cash equivalents
    
    
    3,356
    
    
    
    617Cash and cash equivalents at beginning of period
    
    
    733
    
    
    
    390Cash and cash equivalents at end of period
    
    $
    4,089
    
    
    $
    1,007Cash paid for interest
    
    $
    279
    
    
    $
    
 See
 6




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1. Summary of Significant Accounting Policies
 Basis of Presentation
 Company we us
    Change in Fiscal Year
 Board
 Cash and Cash Equivalents
   Future Funding
 San Diego ASCs
   RHA
 7




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Use of Estimates
  Income Taxes
  Functional Currency
  Stock-Based Compensation
 Purchase Plan
  Loss Per Share
  8




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2. Net (Loss)/Profit Attributable to Common Shareholders
  Three Months ended
    
    
    Nine Months endedJune 30,
    
    
    July 31,
    
    
    June 30,
    
    
    July 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(in thousands)Net loss
    
    $
    (1,123
    )
    
    $
    (493
    )
    
    $
    (2,368
    )
    
    $
    (1,358
    )Less: deemed non-cash beneficial conversion
feature preferred dividend
    
    
    (1,147
    )
    
    
    
    
    
    
    (2,668
    )
    
    
    Net loss attributable to common shareholders
    
    $
    (2,270
    )
    
    $
    (493
    )
    
    $
    (5,036
    )
    
    $
    (1,358
    )
 3. Net Loss Per Share
 Three Months ended
    
    Nine months endedJune 30,
    
    July 31,
    
    June 30,
    
    July 31,2008
    
    2007
    
    2008
    
    2007(in thousands)Numerator for basic and diluted loss per share:Net loss attributable to common shareholders
    
    $
    (2,270
    )
    
    $
    (493
    )
    
    $
    (5,036
    )
    
    $
    (1,358
    )Denominator for basic (loss)/profit per share
 weighted average shares
    
    
    9,021,267
    
    
    
    3,777,623
    
    
    
    7,575,716
    
    
    
    3,706,620Effect of dilutive sharesEmployee stock options
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APreferred stock
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AWarrants
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet (loss)/profit per common share:Basic and diluted
    
    $
    (0.25
    )
    
    $
    (0.13
    )
    
    $
    (0.66
    )
    
    $
    (0.37
    )
  4. Amortization of Stock-based Compensation
   9




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10




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5. Consolidated Balance Sheet Details
 June 30, 2008
    
    
    September 30, 2007(in thousands)Other current assets:Deposits
    
    $
    158
    
    
    $
    24Medical Supplies
    
    
    549
    
    
    
    Other receivables
    
    
    1,351
    
    
    
    111$
    2,058
    
    
    $
    135Property and equipment:Computer hardware
    
    
    76
    
    
    
    74Leasehold improvements
    
    
    7,953
    
    
    
    30Medical equipment
    
    
    5,924
    
    
    
    1,164Land
    
    
    593
    
    
    
    Accumulated depreciation
    
    
    (3,405
    )
    
    
    (105
    )Property and equipment, net
    
    $
    11,141
    
    
    $
    1,163
 6. Advance to CSA II, LLC
 Cross Shore RPS
 7. Acquisitions
 Del Mar Point Loma
 11




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Point Loma
    
    
    Del Mar
    
    
    TotalCash and cash equivalents
    
    $
    109
    
    
    $
    55
    
    
    $
    164Accounts receivable, net
    
    
    950
    
    
    
    569
    
    
    
    1,519Other current assets
    
    
    91
    
    
    
    145
    
    
    
    236Property and equipment, net
    
    
    428
    
    
    
    742
    
    
    
    1,170Accounts payable
    
    
    (51
    )
    
    
    (46
    )
    
    
    (97
    )Total
    
    
    1,527
    
    
    
    1,465
    
    
    
    2,992Less: Minority interest - 49%
    
    
    (748
    )
    
    
    (731
    )
    
    
    (1,479
    )Share of net assets
    
    $
    779
    
    
    $
    734
    
    
    $
    1,513Purchase consideration
    
    
    1,250
    
    
    
    1,250
    
    
    
    2,500Goodwill at November 16, 2006
    
    
    471
    
    
    
    516
    
    
    
    987Impairment
of goodwill during year ended September 30, 2007
    
    
    (228
    )
    
    
    
    
    
    
    (228
    )Goodwill at June 30, 2008
    
    $
    243
    
    
    $
    516
    
    
    $
    759
   Cash and cash equivalents
    
    $
    348Accounts receivable, net
    
    
    3,591Other current assets
    
    
    550Property and equipment, net
    
    
    4,978Accounts payable
    
    
    (397
    )Accrued expenses
    
    
    (1,106
    )Notes payable
    
    
    (5,420
    )Total
    
    $
    2,544Less: Minority interest - 49%
    
    
    (1,246
    )Share of net assets
    
    $
    1,298Purchase considerationIssuance of restricted shares
    
    $
    (1,233
    )Incidental costs
    
    
    (65
    )$
    (1,298
    )
  Merger
Agreement Parent Merger Sub RHA SPMC SPMC Shareholder SPMC
Shareholders
 Merger Shares Common Stock
 12




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Cash
    
    $
    644Accounts receivable
    
    
    1,509Other current assets
    
    
    258Property and Equipment
    
    
    5,317Other assets
    
    
    329Current liabilities
    
    
    (2,403
    )Long-term liabilities
    
    
    (4,305
    )$
    1,349
  Three Months Ended
    
    Nine Months EndedJune 30
    
    July 31
    
    June 30
    
    July 312008
    
    2007
    
    2008
    
    2007Revenues
    
    $
    9,406
    
    
    $
    3,966
    
    
    $
    26,968
    
    
    $
    11,745Net Loss
    
    $
    (2,306
    )
    
    $
    (669
    )
    
    $
    (5,096
    )
    
    $
    (1,885
    )Net loss per common (basic and diluted)
    
    $
    (0.25
    )
    
    $
    (0.14
    )
    
    $
    (0.56
    )
    
    $
    (0.39
    )Weighted average common shares common
shares outstanding (basic and diluted)
    
    
    9,152,629
    
    
    
    4,897,916
    
    
    
    9,152,629
    
    
    
    4,873,473
 8. Promissory notes
 SMP Ciabattoni Waveland Spector
 Maturity Date
  13




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9. Commitments and Contingencies
 Del Mar Lease RHA Stroud
 10. Minority Interest
   11. Warrants
     14




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15




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SMP Waveland Spector Ciabattoni Holders
 Series 5-A Preferred Stock
    16




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Weighted-AverageNumber of Shares of Common Stock
    
    Exercise Price Per ShareNine Months
    
    Year Ended
    
    Nine Months
    
    Year EndedEnded June 30,
    
    September 30,
    
    Ended June 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Warrants outstanding at beginning of the
period
    
    
    2,898,700
    
    
    
    1,724,300
    
    
    $
    0.39
    
    
    $
    0.44Granted
    
    
    10,809,535
    
    
    
    1,174,400
    
    
    $
    0.39
    
    
    $
    0.45Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Converted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants outstanding at end of the period
    
    
    13,708,235
    
    
    
    2,898,700
    
    
    $
    0.39
    
    
    $
    0.45Warrants exercisable at end of the period
    
    
    12,900,795
    
    
    
    2,671,617
    
    
    $
    0.39
    
    
    $
    0.45
 12. Issuance of Series B Preferred Stock by Subsidiary
  Exhibits 10.1 10.2
 17




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13. Preferred Stock
  Series 1-A Preferred Stock
  Series 2-A Preferred Stock
  Series 5-A Preferred Stock
 Purchase Agreement
 18




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Series 6-A Preferred Stock
 6-A Purchase Agreement
 19




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14. Litigation
  15. Subsequent Events
 Re-appointment of Chief Executive Officer
  20




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21




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD LOOKING STATEMENTS
  OVERVIEW
 RECENT DEVELOPMENTS
 Entry into Strategic Outsourcing Relationships
  Repayment of Promissory Notes, Issuance of Series 5-A Preferred Stock and Issuance of Series 6-A
Preferred Stock and Warrants
 Waveland Spector Ciabattoni Holders
 Series 5-A Preferred Stock
 Series 6-A Preferred Stock
  22




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Entry into a Material Definitive Agreement; Merger of Southern Plains Medical Center, Inc.;
Issuance of Common Stock
 Closing Merger Sub Surviving
Corporation Merger Agreement Target Shareholders
 Shares
 Target Common Stock Cash Merger Consideration Stock Merger
Consideration Deferred Cash Merger
Consideration Escrow Agreement
  Accredited Investor
 23




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##### Table of Contents



Issuance of Additional Series 6-A Preferred Stock and Warrants
 Purchase Agreement Investors Series 6-A Preferred Stock
 Waveland
 SUBSEQUENT EVENTS
 Re-appointment of Chief Executive Officer
  Exercise of Warrants
  24




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CURRENT OPERATIONS
  RHA
  STRATEGY
   25




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RESULTS OF OPERATIONS (All amounts in thousands)
 Three months ended
    
    Nine months endedJune 30, 2008
    
    July 31, 2007
    
    June 30, 2008
    
    July 31, 2007Revenue from services
    
    $
    8,403
    
    
    $
    868
    
    
    $
    19,660
    
    
    $
    2,450Costs and expenses:Selling, general
and administrative
expenses
    
    
    9,516
    
    
    
    1,287
    
    
    
    21,176
    
    
    
    3,763Amortization of
stock-
based compensation
    
    
    56
    
    
    
    123
    
    
    
    136
    
    
    
    234Depreciation and
amortization
    
    
    180
    
    
    
    29
    
    
    
    339
    
    
    
    85Total costs and expenses, net
    
    
    9,752
    
    
    
    1,439
    
    
    
    21,651
    
    
    
    4,082Operating loss
    
    
    (1,349
    )
    
    
    (571
    )
    
    
    (1,991
    )
    
    
    (1,632
    )Interest income
    
    
    187
    
    
    
    1
    
    
    
    261
    
    
    
    2Interest expense
    
    
    (201
    )
    
    
    
    
    
    
    (709
    )
    
    
    Minority interest
    
    
    240
    
    
    
    77
    
    
    
    71
    
    
    
    272Net loss from operations before
taxation and non-cash beneficial
conversion feature
    
    $
    (1,123
    )
    
    $
    (493
    )
    
    $
    (2,368
    )
    
    $
    (1,358
    )Taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (1,123
    )
    
    $
    (493
    )
    
    $
    (2,368
    )
    
    $
    (1,358
    )Non-cash beneficial conversion feature
preferred dividend
    
    
    (1,147
    )
    
    
    
    
    
    
    (2,668
    )
    
    
    Net loss attributable to common
shareholders (Note 2)
    
    $
    (2,270
    )
    
    $
    (493
    )
    
    $
    (5,036
    )
    
    $
    (1,358
    )Net loss per common share:Basic
    
    $
    (0.25
    )
    
    $
    (0.13
    )
    
    $
    (0.66
    )
    
    $
    (0.37
    )Diluted
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 MATERIAL CHANGES IN RESULTS OF OPERATIONS  THREE MONTHS ENDED JUNE 30, 2008, COMPARED TO THREE
MONTHS ENDED JULY 31, 2007 AND NINE MONTHS ENDED JUNE 30, 2008, COMPARED TO NINE MONTHS ENDED JULY
31, 2007
     26




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##### Table of Contents



MATERIAL CHANGES IN FINANCIAL CONDITION  AT JUNE 30, 2008, COMPARED TO SEPTEMBER 30, 2007:
           27




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
      OFF-BALANCE SHEET FINANCING
  CRITICAL ACCOUNTING POLICIES
  
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4T. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
 28




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##### Table of Contents



PART II
OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
 SEC
 3.1*
    
    Certificate of Incorporation (filed as Exhibit 3.1 to the Companys Form 8-K,
as filed with the SEC on November 14, 2000)3.2*
    
    Bylaws (filed as Exhibit 3.2 to the November 14, 2000 Form 8-K)3.3*
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as
Exhibit 3.3 to the Companys Form 8-K, as filed with the SEC on January 23, 2002)3.4*
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as
Exhibit 3.1 to the Companys Form 10-Q for the period ending October 31, 2002, as filed
with the SEC on December 5, 2002)3.5*
    
    Certificate of Amendment to Certificate of Incorporation, dated December 16,
2005 (filed as Exhibit 3.5 to the Companys Form 10-Q for the period ending October 31,
2005, as filed with the SEC on December 20, 2005)4.1*
    
    Certificate of Designations of Rights and Preferences of Series 5-A Convertible
Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on
July 21, 2005)4.2*
    
    Certificate of Amendment to the Certificate of Designations of Rights and
Preferences of Series 5-A Convertible Preferred Stock (filed as Exhibit 4.2 to the Form
10-Q, as filed with the SEC on May 20, 2008)4.3*
    
    Certificate of Designations of Rights and Preferences of Series 6-A Convertible
Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on April
3, 2008)10.1*
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit
10.1 to the Form 8-K, filed with the SEC on January 22, 2008)10.2*
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, filed with the SEC on
January 22, 2008)10.3*
    
    Form of Advisory Board Warrant (filed as Exhibit 10.1 to the Form 8-K, filed
with the SEC on March 26, 2008)
 29




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##### Table of Contents



10. 4*
    
    Series 6-A Preferred Stock and Warrants Purchase Agreement, dated as of March
31, 2008 by and among Tri-Isthmus Group, Inc. and the investors listed on Exhibit A, as
attached (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 3,
2008)10. 5*
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on April 3, 2008)10. 6*
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on April 3, 2008)10. 7*
    
    Agreement and Plan of Merger, dated as of March 19, 2008, by and among RHA
Anadarko, LLC, an Oklahoma limited liability company (Parent), SPMC Acquisition
Corporation, an Oklahoma corporation and wholly-owned subsidiary of Parent (Merger
Sub), Southern Plains Medical Center, Inc., an Oklahoma corporation (Target), and
each of the shareholders of Target (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on April 30, 2008)10. 8*
    
    Escrow Agreement, dated as of March 19, 2008, by and among RHA Anadarko, LLC,
an Oklahoma limited liability company (together with any successor, Parent), SPMC
Acquisition Company, an Oklahoma corporation and a wholly owned subsidiary of Parent
(Merger Sub), Southern Plains Medical Center, Inc., an Oklahoma corporation
(Target), each of the shareholders of Target and Compass Bank, as escrow agent (filed
as Exhibit C to Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 30, 2008)10. 9*
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as
Exhibit 10.1 to the Form 8-K, as filed with the SEC on May 7, 2008)10. 10*
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on May
7, 2008)10. 11*
    
    Form of Letter Agreement (filed as Exhibit 10.3 to the Form 8-K, as filed with the
SEC on May 7, 2008)10. 12*
    
    Employment Agreement by and between Tri-Isthmus Group, Inc. and David Hirschhorn,
dated as of July 1, 2008 (filed with the SEC on July 7, 2008)10. 13*
    
    Form of Option Grant Agreement by and between David Hirschhorn and Tri-Isthmus Group,
Inc., dated as of July 1, 2008 (filed with the SEC on July 7, 2008)31.1
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193431.2
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193432.1
    
    Certification Pursuant to 18 U.S.C. 135032.2
    
    Certification Pursuant to 18 U.S.C. 1350
 30




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##### Table of Contents



SIGNATURES
  Date: August 19, 2008
    
    Tri-Isthmus Group, Inc.(Registrant)By:
    
    /s/ David Hirschhorn

David HirschhornChief Executive Officer
(Principal Executive Officer)Date: August 19, 2008
    
    
    
    /s/ Dennis M. Smith

Dennis M. SmithChief Financial Officer
(Principal Financial Officer)
 31




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##### Table of Contents



EXHIBIT INDEX
 3.1*
    
    Certificate of Incorporation (filed as Exhibit 3.1 to the Companys Form 8-K, as filed with the SEC on
November 14, 2000)3.2*
    
    Bylaws (filed as Exhibit 3.2 to the November 14, 2000 Form 8-K)3.3*
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as Exhibit 3.3 to the
Companys Form 8-K, as filed with the SEC on January 23, 2002)3.4*
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as Exhibit 3.1 to the
Companys Form 10-Q for the period ending October 31, 2002, as filed with the SEC on December 5, 2002)3.5*
    
    Certificate of Amendment to Certificate of Incorporation, dated December 16, 2005 (filed as Exhibit 3.5
to the Companys Form 10-Q for the period ending October 31, 2005, as filed with the SEC on December
20, 2005)4.1*
    
    Certificate of Designations of Rights and Preferences of Series 5-A Convertible Preferred Stock (filed
as Exhibit 3.1 to the Form 8-K, as filed with the SEC on July 21, 2005)4.2*
    
    Certificate of Amendment to the Certificate of Designations of Rights and Preferences of Series 5-A
Convertible Preferred Stock (filed as Exhibit 4.2 to the Form 10-Q, as filed with the SEC on May 20,
2008)4.3*
    
    Certificate of Designations of Rights and Preferences of Series 6-A Convertible Preferred Stock (filed
as Exhibit 3.1 to the Form 8-K, as filed with the SEC on April 3, 2008)10.1*
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit 10.1 to the Form 8-K, filed
with the SEC on January 22, 2008)10.2*
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, filed with the SEC on January 22, 2008)10.3*
    
    Form of Advisory Board Warrant (filed as Exhibit 10.1 to the Form 8-K, filed with the SEC on March 26,
2008)10.4*
    
    Series 6-A Preferred Stock and Warrants Purchase Agreement, dated as of March 31, 2008 by and among
Tri-Isthmus Group, Inc. and the investors listed on Exhibit A, as attached (filed as Exhibit 10.1 to
the Form 8-K, as filed with the SEC on April 3, 2008)10.5*
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on April 3, 2008)10.6*
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on April 3, 2008)10.7*
    
    Agreement and Plan of Merger, dated as of March 19, 2008, by and among RHA Anadarko, LLC, an Oklahoma
limited liability company (Parent), SPMC Acquisition Corporation, an Oklahoma corporation and
wholly-owned subsidiary of Parent (Merger Sub), Southern Plains Medical Center, Inc., an Oklahoma
corporation (Target), and each of the shareholders of Target (filed as Exhibit 10.1 to the Form 8-K,
as filed with the SEC on April 30, 2008)10.8*
    
    Escrow Agreement, dated as of March 19, 2008, by and among RHA Anadarko, LLC, an Oklahoma limited
liability company (together with any successor, Parent), SPMC Acquisition Company, an Oklahoma
corporation and a wholly owned subsidiary of Parent (Merger Sub), Southern Plains Medical Center,
Inc., an Oklahoma corporation (Target), each of the shareholders of Target and Compass Bank, as
escrow agent (filed as Exhibit C to Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 30,
2008)10.9*
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit 10.1 to the Form
8-K, as filed with the SEC on May 7, 2008)10.10*
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on May 7, 2008)10.11*
    
    Form of Letter Agreement (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on May 7, 2008)10.12*
    
    Employment Agreement by and between Tri-Isthmus Group, Inc. and David Hirschhorn, dated as of July 1,
2008 (filed with the SEC on July 7, 2008)10.13*
    
    Form of Option Grant Agreement by and between David Hirschhorn and Tri-Isthmus Group, Inc., dated as of
July 1, 2008 (filed with the SEC on July 7, 2008)31.1
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193431.2
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193432.1
    
    Certification Pursuant to 18 U.S.C. 135032.2
    
    Certification Pursuant to 18 U.S.C. 1350
 
 *
    
    Previously filed with the SEC as indicated, and hereby incorporated herein by reference. 32