##### 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 April 30, 2006
 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 Organization)
    
    (I.R.S. Employer
Identification No.)149 South Barrington Avenue, Suite 808Los Angeles, California
    
    90049(Address of Principal Executive Offices)
    
    (Zip Code)
 (818) 887-6659
  þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
 o þ
 Number of
shares of common stock outstanding as of July 10, 2006
    
    
    3,673,981Number of
shares of Series 1-A Convertible Preferred Stock outstanding as
of July 10, 2006
    
    
    67,600Number of
shares of Series 2-A Convertible Preferred Stock outstanding as
of July 10, 2006
    
    
    3,900Number of
shares of Series 4-A Convertible Preferred Stock outstanding as
of July 10, 2006
    
    
    0Number of
shares of Series 5-A Convertible Preferred Stock outstanding as
of July 10, 2006
    
    
    1,478




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3Condensed Consolidated Balance Sheets
April 30, 2006 and January 31, 2006
    
    
    3Condensed Consolidated Statements of Operations
Three months ended April 30, 2006 and 2005
    
    
    5Condensed Consolidated Statements of Cash Flows
Three months ended April 30, 2006 and 2005
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    24Item 1A.
    
    Risk Factors
    
    
    24Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3.
    
    Defaults upon Senior Securities
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24Item 5.
    
    Other Information
    
    
    24Item 6.
    
    Exhibits
    
    
    25Signatures
    
    
    26Exhibit Index
    
    
    27Certification 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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PART I
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TRI-ISTHMUS GROUP, INC. (f/k/a VSOURCE, INC.)
 
   April 30, 2006
    
    
    January 31, 2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    633
    
    
    $
    1,289Advance to CSA II, LLC (note 9)
    
    
    333
    
    
    
    Prepaid expenses
    
    
    34
    
    
    
    45Other current assets
    
    
    244
    
    
    
    244Total current assets
    
    
    1,244
    
    
    
    1,578Property and equipment, net
    
    
    1
    
    
    
    1Long term investments (note 8)
    
    
    1,000
    
    
    
    Total assets
    
    $
    2,245
    
    
    $
    1,579LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    300
    
    
    $
    391Accrued expenses
    
    
    240
    
    
    
    150Staff accruals
    
    
    8
    
    
    
    11Total current liabilities
    
    
    548
    
    
    
    552
   3




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TRI-ISTHMUS GROUP, INC. (f/k/a VSOURCE, INC.)
 April 30, 2006
    
    
    January 31, 2006Non-redeemable Preferred Stock:Preferred stock Series 1-A ($0.01 par value, 67,600 shares
authorized; 67,600 shares issued and outstanding as of
April 30 and January 31, 2006)
(Aggregate liquidation value is $169 as of April 30 and
January 31, 2006)
    
    
    166
    
    
    
    166Preferred stock Series 2-A ($0.01 par value, 3,900 shares
authorized; 3,900 shares issued and outstanding as of
April 30 and January 31, 2006)
(Aggregate liquidation value is $25 as of April 30 and
January 31, 2006)
    
    
    25
    
    
    
    25Total non-redeemable preferred stock
    
    
    191
    
    
    
    191Redeemable preferred stock:Preferred stock Series 5-A ($0.01 par value, 3,752 shares
authorized; 1,478 shares issued and outstanding as of
April 30 and January 31, 2006)
(Aggregate liquidation value is $1,478 as of April 30 and
January 31, 2006)
(Aggregate redemption value is $1,774 as of April 30 and
January 31, 2006)
    
    
    1,266
    
    
    
    1,266Series B preferred stock issued by subsidiary (note 8)
($0.01 per value, 38,250 shares authorized, 19,990 and 0
shares issued and outstanding as of April 30 and January
31, 2006, respectively)
(Aggregate redemption value is $1,000 and nil as of April
30 and January 31, 2006, respectively)
    
    
    1,000
    
    
    
    Receivable from issuance of preferred stock series 5-A
    
    
    (150
    )
    
    
    (150
    )Total preferred stock
    
    
    2,307
    
    
    
    1,307Shareholders equity:Common stock ($0.01 par value, 100,000,000 shares
authorized; 3,673,992 and 3,673,992 shares issued and
outstanding as of April 30 and January 31, 2006,
respectively)
    
    
    37
    
    
    
    37Additional paid-in capital
    
    
    65,263
    
    
    
    65,263Accumulated deficit
    
    
    (65,489
    )
    
    
    (65,114
    )Deferred stock-based compensation
    
    
    (369
    )
    
    
    (416
    )Other comprehensive loss
    
    
    (52
    )
    
    
    (50
    )Total shareholders equity
    
    
    (610
    )
    
    
    (280
    )Total liabilities, preferred stock and shareholders equity
    
    $
    2,245
    
    
    $
    1,579
  4




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TRI-ISTHMUS GROUP, INC. (f/k/a VSOURCE, INC.)
 
   Three months endedApril 30,2006
    
    
    2005Revenue from services
    
    $
    
    
    
    $
    Costs and expenses:Selling, general and administrative expenses
    
    
    331
    
    
    
    461Amortization of stock-based compensation
    
    
    47
    
    
    
    Total costs and expenses, net
    
    
    378
    
    
    
    461Operating loss
    
    
    (378
    )
    
    
    (461
    )Interest income
    
    
    2
    
    
    
    Net loss from operations before taxation
    
    
    (376
    )
    
    
    (461
    )Taxation
    
    
    
    
    
    
    Net loss
    
    
    (376
    )
    
    
    (461
    )Net loss available to common shareholders (Note 4)
    
    $
    (376
    )
    
    $
    (461
    )Net loss per common share:Basic
    
    $
    (0.10
    )
    
    $
    (0.22
    )Diluted
    
    
    N/A
    
    
    
    N/A
  5




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##### Table of Contents



TRI-ISTHMUS GROUP, INC. (f/k/a VSOURCE, INC.)
 
   Three months ended April 30,2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (376
    )
    
    $
    (461
    )Adjustments to reconcile net (loss) / profit to net cash
used in operating activities:Depreciation
    
    
    
    
    
    
    8Amortization of Stock Based Compensation
    
    
    47
    
    
    
    Bad debt provision
    
    
    
    
    
    
    12Loss on disposal of property and equipment
    
    
    
    
    
    
    22Changes in working capital components
    
    
    6
    
    
    
    (320
    )Net cash used in operating activities
    
    
    (323
    )
    
    
    (739
    )Cash flows from investing activities:Advance to CSA II, LLC (note 9)
    
    
    (333
    )
    
    
    Purchase of property and equipment
    
    
    
    
    
    
    (2
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    1Proceeds from disposal of subsidiaries
    
    
    
    
    
    
    24Net cash (used in) / provided by investing activities
    
    
    (333
    )
    
    
    23Effect of exchange rates on cash
    
    
    
    
    
    
    Net decrease in cash and cash equivalents
    
    
    (656
    )
    
    
    (716
    )Cash and cash equivalents at beginning of period
    
    
    1,289
    
    
    
    1,064Cash and cash equivalents at end of period
    
    $
    633
    
    
    $
    348Non-cash financing and investing activities:Issuance of Series B Preferred Stock by Subsidiary (note 8)
    
    $
    1000
    
    
    $
    
  6




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1. Summary of Significant Accounting Policies
 Basis of Presentation
     Fiscal Year
  Cash and Cash Equivalents
  Future Funding
    7




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Use of Estimates
  Income Taxes
  Functional Currency
  Loss Per Share
  2. Other Current Assets
 April 30, 2006
    
    
    January 31, 2006(in thousands)Other current assets:Deposits
    
    $
    140
    
    
    $
    140Other receivables
    
    
    104
    
    
    
    104$
    244
    
    
    $
    244
 8




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3. Net (Loss)/Profit Available to Common Shareholders
  Three months endedApril 30,2006
    
    
    2005(in thousands)Net loss
    
    $
    (376
    )
    
    $
    (461
    )Less: Deemed non-cash dividend to preferred shareholders
    
    
    
    
    
    
    Net loss available to common shareholders
    
    $
    (376
    )
    
    $
    (461
    )
 4. Net Loss Per Share
  Three months endedApril 30,2006
    
    
    2005(in thousands, except for number ofshares and per share data)Numerator for basic and diluted loss per share:Net loss  continuing operations
    
    $
    (376
    )
    
    $
    (461
    )Net profit  discontinued operations
    
    
    
    
    
    
    Net loss
    
    $
    (376
    )
    
    $
    (461
    )Denominator for basic (loss)/profit per share 
weighted average shares
    
    
    3,673,992
    
    
    
    2,074,085Effect of dilutive securities:Employee stock options
    
    
    N/A
    
    
    
    N/APreferred stock
    
    
    N/A
    
    
    
    N/AWarrants
    
    
    N/A
    
    
    
    N/ADenominator for diluted profit/(loss) per common
share  adjusted weighted average shares
    
    
    N/A
    
    
    
    N/ANet (loss)/profit per common share:Continuing operationsBasic
    
    
    (0.10
    )
    
    
    (0.22
    )Diluted
    
    
    N/A
    
    
    
    N/ATotalBasic
    
    
    (0.10
    )
    
    
    (0.22
    )Diluted
    
    
    N/A
    
    
    
    N/A
  9




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5. Comprehensive loss
  Three months endedApril 30,2006
    
    
    2005(in thousands)Net loss available to common shareholders
    
    $
    (376
    )
    
    $
    (461
    )Other comprehensive incomeForeign currency translations
    
    
    (2
    )
    
    
    6Comprehensive loss
    
    $
    (378
    )
    
    $
    (455
    )
 6. Stock Options
 Stock-Based Compensation
      10




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2001 Stock Options/Stock Issuance Plan
   Weighted-AverageNumber of Options
    
    
    Exercise Price Per ShareThree Months Ended April 30, 2006
    
    
    As of April 30, 2006Options outstanding
at beginning of the
period
    
    
    458,517
    
    
    $
    1.88Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Cancelled
    
    
    94,767
    
    
    
    1.48Forfeited
    
    
    
    
    
    
    Options outstanding
at end of the
period
    
    
    363,750
    
    
    $
    0.42Options
vested/exercisable
at end of the
period
    
    
    363,750
    
    
    $
    0.42
  Weighted-average
    
    
    Weighted-averageExercise price
    
    
    Number of options
    
    
    exercise price
    
    
    remaining contractual life$0.40
    
    
    
    
    360,000
    
    
    $
    0.40
    
    
    
    8.9$2.00
    
    
    
    
    3,750
    
    
    $
    2.00
    
    
    
    6.0363,750
    
    
    $
    0.42
 11




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7. Warrants
         Weighted-AverageNumber of Shares of Common Stock
    
    
    Exercise Price Per ShareThree Months Ended April 30, 2006
    
    
    As of April 30, 2006Warrants
outstanding at
beginning of the
period
    
    
    1,733,345
    
    
    $
    0.60Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Cancelled or Expired
    
    
    
    
    
    
    Converted
    
    
    
    
    
    
    Warrants
outstanding at end
of the period
    
    
    1,733,345
    
    
    $
    0.60Warrants
exercisable at end
of the period
    
    
    1,733,345
    
    
    $
    0.60
 12




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8. Issuance of Series B Preferred Stock by Subsidiary
    9. Advance to CSA II, LLC
  13




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10. Commitments and Contingencies
 Operating Leases
  Litigation
  11. Subsequent Events
   14




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  FORWARD LOOKING STATEMENTS
  OVERVIEW
 OUR FISCAL YEAR ENDS ON JANUARY 31 OF THE FOLLOWING CALENDAR YEAR. UNLESS OTHERWISE INDICATED,
REFERENCES TO 2007 AND 2006 RELATE TO THE FISCAL YEARS ENDED JANUARY 31, 2007 AND 2006,
RESPECTIVELY, RATHER THAN CALENDAR YEARS.
 RECENT DEVELOPMENTS
 San Diego Surgical Center Acquisitions.
 Amendments to San Diego Surgical Center Acquisition Agreements
 15




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CSA II Agreement.
 SUBSEQUENT EVENTS
 Letter of Intent for Surgical Center Management Company.
 Subscriptions for Additional Series 5-A Preferred Stock and Warrants.
 Interim Financing Agreements for San Diego ASCs
 16




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CURRENT OPERATIONS
    STRATEGY
  
    
    Process-intensive businesses and/or businesses with differentiating assets.
    
    Businesses that operate in a fragmented competitive landscape with the potential for
both organic growth and growth through consolidation.
    
    Companies lending themselves to a partnership with TIGroup, with the seller
retaining a continued involvement in the success of the business and the success of
TIGroup.
    
    Diverse client base with strong retention traits.
    
    Positive cash flow, which can be improved with better operating efficiencies.
  
    
    Healthcare delivery and processing services including ambulatory surgical centers,
data and billing management and claims processing.
    
    Financial processing services including accounting, tax preparation and accounts
receivable and payable management.
    
    Asset management services including funds management and benefits management.
    
    Resources services including support functions for the energy industry.
 17




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RESULTS OF OPERATIONS (All amounts in thousands)
 Three months endedApril 30,2006
    
    
    2005Revenue from Services
    
    $
    
    
    
    $
    Costs and expenses:Cost of revenue from Services
    
    
    
    
    
    
    Selling, general and administrative expenses
    
    
    331
    
    
    
    461Amortization of stock-based compensation
    
    
    47
    
    
    
    Total costs and expenses, net
    
    
    378
    
    
    
    461Operating loss
    
    
    (378
    )
    
    
    (461
    )Interest income
    
    
    2
    
    
    
    Net loss from operations before taxation
    
    
    (376
    )
    
    $
    (461
    )Taxation
    
    
    
    
    
    
    Net loss
    
    $
    (376
    )
    
    $
    (461
    )Net loss available to common shareholders
    
    $
    (376
    )
    
    $
    (461
    )
 18




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MATERIAL CHANGES IN RESULTS OF OPERATIONS  THREE MONTHS ENDED APRIL 30, 2006, COMPARED TO THREE
MONTHS ENDED APRIL 30, 2005
 AS NOTED ABOVE, IN FISCAL 2005 WE CONCLUDED THE EXCHANGE OFFER AND RELATED TRANSACTIONS RESULTING
IN THE CESSATION OF OUR OWNERSHIP IN VSOURCE ASIA, WHICH REPRESENTED 96% OF OUR REVENUES IN FISCAL
2005. THEREFORE, A QUARTER-TO-QUARTER COMPARISON OF THE THREE MONTHS ENDED APRIL, 30, 2006 TO THE
THREE MONTHS ENDED APRIL 30, 2005 WOULD NOT ENHANCE A READERS UNDERSTANDING OF OUR CURRENT
FINANCIAL CONDITION, CHANGES IN FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE DISCUSSION
BELOW PRESENTS OUR RESULTS, EXCLUDING REVENUES AND EXPENSES FROM DISCONTINUED OPERATIONS.
            19




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MATERIAL CHANGES IN FINANCIAL CONDITION  AT APRIL 30, 2006, COMPARED TO JANUARY 31, 2006:
             20




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LIQUIDITY AND CAPITAL RESOURCES
     21




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OFF-BALANCE SHEET FINANCING
  CRITICAL ACCOUNTING POLICIES
  RECENT ACCOUNTING PRONOUNCEMENTS
    22




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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
 23




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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
  24




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Item 6. EXHIBITS
  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 (the November 14, 2000 Form 8-K))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)10.1*
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and
among Del Mar GenPar, Inc. and Del Mar Acquisition, Inc., as the buyers; Surgical
Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit 10.1 to the
Companys Form 8-K, as filed with the SEC on December 7, 2005)10.2*
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and
among Point Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the buyers; Surgical
Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit 10.2 to the
Companys Form 8-K, as filed with the SEC on December 7, 2005)10.3*
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March
13, 2006, by and among Del Mar GenPar, Inc. and Del Mar Acquisition, Inc., as the
buyers; Surgical Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as
Exhibit 10.3 to the Companys Form 8-K, as filed with the SEC on March 16, 2006)10.4*
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March
13, 2006, by and among Point Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the
buyers; Surgical Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as
Exhibit 10.4 to the Companys Form 8-K, as filed with the SEC on March 16, 2006)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
 25




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SIGNATURES
  Date: July 13, 2006
    
    
    
    Tri-Isthmus Group, Inc.(Registrant)By:
    
    /s/ David HirschhornDavid HirschhornCo-Chief Executive OfficerDate: July 13, 2006
    
    
    
    /s/ David HirschhornDavid HirschhornCo-Chief Financial Officer(Co-Principal Financial Officer)Date: July 13, 2006
    
    
    
    /s/ Todd ParkerTodd ParkerCo-Chief Financial Officer(Co-Principal Financial Officer)
 26




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EXHIBIT INDEX
 ExhibitNo.
    
    Description3.1*
    
    Certificate of Incorporation (filed as Exhibit 3.1 to the Companys Form 8-K, as filed with
the SEC on November 14, 2000 (the November 14, 2000 Form 8-K))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)10.1*
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and among Del Mar
GenPar, Inc. and Del Mar Acquisition, Inc., as the buyers; Surgical Ventures, Inc., as the
seller; and David M. Kupfer, M.D. (filed as Exhibit 10.1 to the Companys Form 8-K, as filed
with the SEC on December 7, 200510.2*
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and among Point
Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the buyers; Surgical Ventures, Inc.,
as the seller; and David M. Kupfer, M.D. (filed as Exhibit 10.2 to the Companys Form 8-K,
as filed with the SEC on December 7, 2005)10.3*
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March 13, 2006, by
and among Del Mar GenPar, Inc. and Del Mar Acquisition, Inc., as the buyers; Surgical
Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit 10.3 to the
Companys Form 8-K, as filed with the SEC on March 16, 2006)10.4*
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March 13, 2006, by
and among Point Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the buyers; Surgical
Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit 10.4 to the
Companys Form 8-K, as filed with the SEC on March 16, 2006)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. 27