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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission File Number: 000-30326





FIRST
PHYSICIANS CAPITAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 77-0557617                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|433 North Camden Drive #810              |  |           
|Beverly Hills, California                |  | 90210     
|(Address of principal executive offices) |  | (Zip Code)

(310) 860-2501

(Registrants Telephone Number, Including Area Code)

N/A

(Former Name, Former
Address and Former Fiscal Year, if Changed Since Last Report)





Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).    x  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).     ̈  Yes    x  No



|                                                                  |  |  |            | 
|----------------------------------------------------------------- |  |  | ---------- | 
|Number of shares of common stock outstanding as of March 28, 2014 |  |  | 23,909,507 | 









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EXPLANATORY NOTE

The last periodic report of First Physicians Capital Group, Inc. (the Registrant) filed with the Securities and Exchange Commission was the Form
10-Q for the Fiscal Quarter Ended December 31, 2010, filed February 22, 2011. In order to become current with all required quarterly and annual reports under the Section 13(a) of the Securities Exchange Act of 1934, the Registrant is
filing this Form 10-Q for the Fiscal Quarter Ended March 31, 2011 concurrently with Form 10-Qs for the Fiscal Quarters Ended June 30, 2011, December 31, 2011, March 31, 2012, June 30,
2012, December 31, 2012, March 31, 2013, June 30, 2013 and December 31, 2013, and Form 10-Ks for the Fiscal Years Ended September 30, 2011, September 30, 2012 and September 30, 2013.

TABLE OF CONTENTS



|                                                                                              |  |      |    | 
|--------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                              |  | Page |   
|PART I                                                                                        |  |      | 1  | 
|FINANCIAL INFORMATION                                                                         |  |      | 1  | 
|Item 1. FINANCIAL STATEMENTS                                                                  |  |      | 1  | 
|Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  |      | 17 | 
|Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  |      | 22 | 
|Item 4. CONTROLS AND PROCEDURES                                                               |  |      | 22 | 
|PART II OTHER INFORMATION                                                                     |  |      | 23 | 
|Item 1. LEGAL PROCEEDINGS                                                                     |  |      | 23 | 
|Item 1A. RISK FACTORS                                                                         |  |      | 23 | 
|Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           |  |      | 23 | 
|Item 3. DEFAULTS UPON SENIOR SECURITIES                                                       |  |      | 23 | 
|Item 4. MINE SAFETY DISCLOSURES                                                               |  |      | 23 | 
|Item 5. OTHER INFORMATION                                                                     |  |      | 23 | 
|Item 6. EXHIBITS                                                                              |  |      | 23 | 
|SIGNATURES                                                                                    |  |      | 24 | 
|EXHIBIT INDEX                                                                                 |  |      | 25 | 



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##### Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

FIRST PHYSICIANS CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share data)



|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                            |  | March 31,2011 |         |   | September 30,2010 |  
|                                                                                                                                                            |  | (Unaudited)   |         |   |                   |  
|ASSETS                                                                                                                                                      |  |               |         |   |                   |   |         |  
|Current assets:                                                                                                                                             |  |               |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                   |  | $             | 798     |   |                   | $ | 535     |  
|Accounts receivable, net of allowance for uncollectible accounts                                                                                            |  |               | 115     |   |                   |   | 38      |  
|Prepaid expenses                                                                                                                                            |  |               | 265     |   |                   |   | 47      |  
|Other current assets                                                                                                                                        |  |               | 185     |   |                   |   | 186     |  
|Assets of discontinued operations                                                                                                                           |  |               | 4,729   |   |                   |   | 5,738   |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total current assets                                                                                                                                        |  |               | 6,092   |   |                   |   | 6,544   |  
|Property and equipment, net                                                                                                                                 |  |               | 45      |   |                   |   | 58      |  
|Other assets                                                                                                                                                |  |               | 311     |   |                   |   | 332     |  
|Non current assets discontinued operations                                                                                                                  |  |               | 16,308  |   |                   |   | 18,796  |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total assets                                                                                                                                                |  | $             | 22,756  |   |                   | $ | 25,730  |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS DEFICIT                                                                                                      |  |               |         |   |                   |   |         |  
|Current liabilities:                                                                                                                                        |  |               |         |   |                   |   |         |  
|Accounts payable                                                                                                                                            |  | $             | 577     |   |                   | $ | 418     |  
|Accrued expenses                                                                                                                                            |  |               | 1,125   |   |                   |   | 1,150   |  
|Current maturities of long term debt                                                                                                                        |  |               | 2,550   |   |                   |   | 1,022   |  
|Liabilities of discontinued operations                                                                                                                      |  |               | 8,571   |   |                   |   | 7,671   |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total current liabilities                                                                                                                                   |  |               | 12,823  |   |                   |   | 10,261  |  
|Long term debt, net of current portion                                                                                                                      |  |               | 8,070   |   |                   |   | 9,391   |  
|Non-current liabilities of discontinued operations                                                                                                          |  |               | 8,115   |   |                   |   | 10,056  |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total liabilities                                                                                                                                           |  |               | 29,008  |   |                   |   | 29,708  |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Commitments and contingencies                                                                                                                               |  |               |         |   |                   |   |         |  
|Non-redeemable preferred stock:                                                                                                                             |  |               |         |   |                   |   |         |  
|Preferred stock Series 1-A ($0.01 par value, 2,802,000 shares authorized; 67,600 shares issued and outstanding as of
March 31, 2011 and September 30, 2010) |  |               | 166     |   |                   |   | 166     |  
|Preferred stock Series 2-A ($0.01 par value, 1,672,328 shares authorized; 3,900 shares issued and outstanding as March 31,
2011 and September 30, 2010)     |  |               | 25      |   |                   |   | 25      |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total non-redeemable preferred stock                                                                                                                        |  |               | 191     |   |                   |   | 191     |  
|Redeemable preferred stock:                                                                                                                                 |  |               |         |   |                   |   |         |  
|Preferred stock Series 5-A ($0.01 par value, 5,000,000 shares authorized; 9,000 shares issued and outstanding as of March 31,
2011 and September 30, 2010)  |  |               | 7,832   |   |                   |   | 7,832   |  
|Preferred stock Series 6-A ($0.01 par value, 5,000 shares authorized; 4,875 shares issued and outstanding as of March 31,
2011 and September 30, 2010)      |  |               | 4,381   |   |                   |   | 4,381   |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total redeemable preferred stock                                                                                                                            |  |               | 12,213  |   |                   |   | 12,213  |  
|Stockholders deficit:                                                                                                                                      |  |               |         |   |                   |   |         |  
|Common stock ($0.01 par value, 100,000,000 shares authorized; 15,049,507 shares issued and outstanding as of March 31, 2011 and
September 30, 2010)         |  |               | 153     |   |                   |   | 153     |  
|Additional paid-in-capital                                                                                                                                  |  |               | 79,731  |   |                   |   | 79,235  |  
|Accumulated deficit                                                                                                                                         |  |               | (98,436 | ) |                   |   | (95,666 | )
|Treasury stock, at cost (149,744 shares as of March 31, 2011 and September 30, 2010)                                                                        |  |               | (104    | ) |                   |   | (104    | )
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total stockholders deficit:                                                                                                                                |  |               | (18,656 | ) |                   |   | (16,382 | )
|                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total liabilities, preferred stock and stockholders deficit                                                                                                |  | $             | 22,756  |   |                   | $ | 25,730  |  
|                                                                                                                                                            |  |               |         |   |                   |   |         |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



1



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FIRST PHYSICIANS CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except share and per share data)

(Unaudited)



|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                                                                                                                                                                                                    |  | Three months ended |       
|                                                                                                                                                                                                    |  | March 31,2011      |        |   | March 31,2010 |  
|Net revenue from services                                                                                                                                                                           |  | $                  | 188    |   |               | $ | 251    |  
|Cost and expenses:                                                                                                                                                                                  |  |                    |        |   |               |   |        |  
|Selling, general and administrative expenses                                                                                                                                                        |  |                    | 1,176  |   |               |   | 1,757  |  
|Depreciation and amortization                                                                                                                                                                       |  |                    | 7      |   |               |   | 7      |  
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Total costs and expenses                                                                                                                                                                            |  |                    | 1,183  |   |               |   | 1,764  |  
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Operating loss                                                                                                                                                                                      |  |                    | (995   | ) |               |   | (1,513 | )
|Other income (expense):                                                                                                                                                                             |  |                    |        |   |               |   |        |  
|Other income                                                                                                                                                                                        |  |                    | 1      |   |               |   | 7      |  
|Interest expense                                                                                                                                                                                    |  |                    | (131   | ) |               |   | (324   | )
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Total other expense                                                                                                                                                                                 |  |                    | (130   | ) |               |   | (317   | )
|Net loss from operations before taxation and non-cash beneficial conversion feature                                                                                                                 |  |                    | (1,125 | ) |               |   | (1,830 | )
|Non-cash beneficial conversion feature preferred dividend                                                                                                                                           |  |                    |       |   |               |   | (1     | )
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Net loss from continuing operations                                                                                                                                                                 |  | $                  | (1,125 | ) |               | $ | (1,831 | )
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Net income (loss) from discontinued operations, net of income taxes (including net loss on disposal of assets of $119 and $0 in 2011
and 2010, respectively. See Note 2. Discontinued Operations) |  |                    | 28     |   |               |   | (863   | )
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Net loss                                                                                                                                                                                            |  | $                  | (1,097 | ) |               | $ | (2,694 | )
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Basic and diluted earnings (loss) per share of common stock:                                                                                                                                        |  |                    |        |   |               |   |        |  
|Continuing operations                                                                                                                                                                               |  | $                  | (0.07  | ) |               | $ | (0.12  | )
|Discontinued operations                                                                                                                                                                             |  |                    | 0.00   |   |               |   | (0.06  | )
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  
|Total basic and diluted loss per share of common stock                                                                                                                                              |  | $                  | (0.07  | ) |               | $ | (0.18  | )
|                                                                                                                                                                                                    |  |                    |        |   |               |   |        |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except share and per share data)

(Unaudited)



|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------ | - | ------------- | - | ------ | -
|                                                                                                                                                                                           |  | Six months ended |       
|                                                                                                                                                                                           |  | March 31,2011    |        |   | March 31,2010 |  
|Net revenue from services                                                                                                                                                                  |  | $                | 541    |   |               | $ | 521    |  
|Cost and expenses:                                                                                                                                                                         |  |                  |        |   |               |   |        |  
|Selling, general and administrative expenses                                                                                                                                               |  |                  | 2,582  |   |               |   | 3,677  |  
|Depreciation and amortization                                                                                                                                                              |  |                  | 13     |   |               |   | 14     |  
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Total costs and expenses                                                                                                                                                                   |  |                  | 2,595  |   |               |   | 3,691  |  
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Operating loss                                                                                                                                                                             |  |                  | (2,054 | ) |               |   | (3,170 | )
|Other income (expense):                                                                                                                                                                    |  |                  |        |   |               |   |        |  
|Other income                                                                                                                                                                               |  |                  | 3      |   |               |   | 10     |  
|Interest expense                                                                                                                                                                           |  |                  | (207   | ) |               |   | (801   | )
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Total other expense                                                                                                                                                                        |  |                  | (204   | ) |               |   | (791   | )
|Net loss from operations before taxation and non-cash beneficial conversion feature                                                                                                        |  |                  | (2,258 | ) |               |   | (3,961 | )
|Non-cash beneficial conversion feature preferred dividend                                                                                                                                  |  |                  |       |   |               |   | (48    | )
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Net loss from continuing operations                                                                                                                                                        |  | $                | (2,258 | ) |               | $ | (4,009 | )
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Net loss from discontinued operations, net of income taxes (including net loss on disposal of assets of $119 and $0 in 2011 and 2010,
respectively. See Note 2. Discontinued Operations) |  |                  | (512   | ) |               |   | (849   | )
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Net loss                                                                                                                                                                                   |  | $                | (2,770 | ) |               | $ | (4,858 | )
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Basic and diluted loss per share of common stock:                                                                                                                                          |  |                  |        |   |               |   |        |  
|Continuing operations                                                                                                                                                                      |  | $                | (0.15  | ) |               | $ | (0.27  | )
|Discontinued operations                                                                                                                                                                    |  |                  | (0.03  | ) |               |   | (0.06  | )
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  
|Total basic and diluted loss per share of common stock                                                                                                                                     |  | $                | (0.18  | ) |               | $ | (0.33  | )
|                                                                                                                                                                                           |  |                  |        |   |               |   |        |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                                                          |  |                  |        |   |               |   |        |  
|----------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | ------------- | - | ------ | -
|                                                                                          |  | Six months ended |       
|                                                                                          |  | March 31,2011    |        |   | March 31,2010 |  
|Cash flows from operating activities:                                                     |  |                  |        |   |               |   |        |  
|Net loss                                                                                  |  | $                | (2,770 | ) |               | $ | (4,858 | )
|Net loss from discontinued operations                                                     |  |                  | (512   | ) |               |   | (849   | )
|                                                                                          |  |                  |        |   |               |   |        |  
|Net loss from continuing operations                                                       |  |                  | (2,258 | ) |               |   | (4,009 | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                  |        |   |               |   |        |  
|Depreciation and amortization                                                             |  |                  | 13     |   |               |   | 14     |  
|Bad debt provision                                                                        |  |                  | 7      |   |               |   | 4      |  
|Amortization of stock-based compensation                                                  |  |                  | 496    |   |               |   | 546    |  
|Amortization of debt discount                                                             |  |                  |       |   |               |   | 522    |  
|Changes in working capital components:                                                    |  |                  |        |   |               |   |        |  
|Accounts receivable                                                                       |  |                  | (84    | ) |               |   | (24    | )
|Prepaid expenses                                                                          |  |                  | (218   | ) |               |   | (272   | )
|Other assets                                                                              |  |                  | 22     |   |               |   | (299   | )
|Accounts payable                                                                          |  |                  | 159    |   |               |   | 24     |  
|Accrued expenses                                                                          |  |                  | (25    | ) |               |   | (313   | )
|                                                                                          |  |                  |        |   |               |   |        |  
|Net cash used in operating activities                                                     |  |                  | (1,888 | ) |               |   | (3,807 | )
|Net cash provided by discontinued operations operating activities                        |  |                  | 1,894  |   |               |   | 1,374  |  
|                                                                                          |  |                  |        |   |               |   |        |  
|Net cash provided by (used in) operating activities                                       |  |                  | 6      |   |               |   | (2,433 | )
|Cash flows from investing activities:                                                     |  |                  |        |   |               |   |        |  
|Decrease in restricted cash                                                               |  |                  |       |   |               |   | 1,523  |  
|                                                                                          |  |                  |        |   |               |   |        |  
|Net cash provided by investing activities                                                 |  |                  |       |   |               |   | 1,523  |  
|Net cash provided by (used in) discontinued operations investing activities              |  |                  | 525    |   |               |   | (116   | )
|                                                                                          |  |                  |        |   |               |   |        |  
|Net cash provided by investing activities                                                 |  |                  | 525    |   |               |   | 1,407  |  
|Cash flows from financing activities:                                                     |  |                  |        |   |               |   |        |  
|Proceeds from long term debt                                                              |  |                  | 350    |   |               |   |       |  
|Payments on long term debt                                                                |  |                  | (143   | ) |               |   | (64    | )
|Issuance of common stock                                                                  |  |                  |       |   |               |   | 100    |  
|Proceeds from exercise of stock warrants                                                  |  |                  |       |   |               |   | 473    |  
|Issuance of preferred stock Series 5-A, net of costs                                      |  |                  |       |   |               |   | 13     |  
|Issuance of preferred stock Series 6-A, net of costs                                      |  |                  |       |   |               |   | 43     |  
|                                                                                          |  |                  |        |   |               |   |        |  
|Net cash provided by financing activities                                                 |  |                  | 207    |   |               |   | 565    |  
|Net cash provided by (used in) discontinued operations financing activities              |  |                  | (475   | ) |               |   | 841    |  
|                                                                                          |  |                  |        |   |               |   |        |  
|Net cash provided by (used in) financing activities                                       |  |                  | (268   | ) |               |   | 1,406  |  
|                                                                                          |  |                  |        |   |               |   |        |  
|Net increase in cash and cash equivalents                                                 |  |                  | 263    |   |               |   | 380    |  
|Cash and cash equivalents at beginning of year                                            |  |                  | 535    |   |               |   | 1,192  |  
|                                                                                          |  |                  |        |   |               |   |        |  
|Cash and cash equivalents at end of quarter                                               |  | $                | 798    |   |               | $ | 1,572  |  
|                                                                                          |  |                  |        |   |               |   |        |  
|Supplemental cash flow information:                                                       |  |                  |        |   |               |   |        |  
|Cash paid for interest                                                                    |  | $                | 235    |   |               | $ | 129    |  
|Cash paid for taxes                                                                       |  |                  |       |   |               |   |       |  
|Non-cash transactions:                                                                    |  |                  |        |   |               |   |        |  
|Warrants issued in conjunction with bridge financing                                      |  | $                |       |   |               |   | 291    |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of First Physicians Capital Group, Inc., f/k/a
Tri-Isthmus Group, Inc., a Delaware corporation (the Company, we, us, or our, depending on the context), as of March 31, 2011 and September 30, 2010 and for the
three-month and six-month periods ended March 31, 2011 and March 31, 2010, have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form
10-K (the Form 10-K), filed with the United States Securities and Exchange Commission (the SEC) on February 14, 2011, and any amendments thereto, for the Fiscal Year Ended September 30, 2010 (the
Fiscal Year Ended September 30, 2010). In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the
financial information included herein.

The consolidated financial statements include our accounts and the accounts of our
subsidiaries. All significant inter-company balances and transactions have been eliminated.

The results as of
September 30, 2010 have been derived from our audited consolidated financial statements for the fiscal year ended as of such date.

The unaudited consolidated results for interim periods are not necessarily indicative of expected results for the full fiscal
year.

Future Funding

We have sustained operating losses since inception and had an accumulated deficit of approximately $98.4 million as of
March 31, 2011. This deficit has been funded primarily through preferred stock and common stock, promissory notes and cash generated from operations.

At March 31, 2011, we had current liabilities of $12.8 million and current assets of $6.1 million.

Reclassifications

Certain reclassifications have been made to the prior period amounts in order to conform to the current period presentation.

Critical Accounting Policies

For critical accounting policies affecting us, see Item 7, Managements Discussion and Analysis of Financial
Condition and Results of Operations, of our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2010. Critical accounting policies affecting us have not changed materially since September 30, 2010.

Fair Value of Financial Instruments

Carrying amounts of certain of our financial instruments, including cash equivalents, accounts receivable and accounts payable
approximate fair value due to their short maturities. Carrying value of notes payable and long-term debt approximate fair values as they bear market rates of interest. None of our financial instruments are held for trading purposes.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



Revenue Recognition

The Company has contracted billing rates for its management services which it bills as gross revenue as services are delivered.
Gross billed revenues are then reduced by the Companys estimate of allowances based on expected collections, which includes the provision for doubtful accounts, to arrive at net revenues. Net revenues may not represent amounts ultimately
collected. The Company adjusts current period revenue for differences in estimated revenue recorded in prior periods and actual cash collections.

The following table shows gross revenues and allowances for the three and six months ended March 31, 2011 and 2010 (in
thousands):



|                      |  |                    |     |   |                  |   |     |               |  |   |               |   |  |   |     |  
|--------------------- |  | ------------------ | --- | - | ---------------- | - | --- | ------------- |  | - | ------------- | - |  | - | --- | -
|                      |  | Three months ended |     |   | Six months ended |  
|                      |  | March 31,2011      |     |   | March 31,2010    |   |     | March 31,2011 |  |   | March 31,2010 |  
|Revenue from services |  | $                  | 189 |   |                  | $ | 255 |               |  | $ | 548           |   |  | $ | 525 |  
|Allowances            |  |                    | (1  | ) |                  |   | (4  | )             |  |   | (7            | ) |  |   | (4  | )
|                      |  |                    |     |   |                  |   |     |               |  |   |               |   |  |   |     |  
|Net Revenue           |  | $                  | 188 |   |                  | $ | 251 |               |  | $ | 541           |   |  | $ | 521 |  
|                      |  |                    |     |   |                  |   |     |               |  |   |               |   |  |   |     |  
|Allowances percentage |  |                    | 1   | % |                  |   | 2   | %             |  |   | 1             | % |  |   | 1   | %
|                      |  |                    |     |   |                  |   |     |               |  |   |               |   |  |   |     |  

The Company computes its estimate of bad debt by taking into account collections received for
the services performed and also estimating amounts collectible for the services performed within the last twelve months.

2. Discontinued Operations

On January 10, 2011, RHA Tishomingo, LLC, an indirect subsidiary of ours, entered into an asset
purchase agreement to sell the hospital operations of Johnson Memorial Hospital in Tishomingo, Oklahoma to Mercy Tishomingo Hospital Corporation. Also on January 10, 2011, we entered into an agreement for purchase and sale of real property to
sell the real estate and equipment of Johnson Memorial Hospital to RSE Enterprises, Inc., (together with the sale to Mercy Tishomingo Hospital Corporation, the Tishomingo Transaction).

As part of the Tishomingo Transaction, the $1.13 million in USDA mortgage debt related to the facility was retired. The gross
proceeds in the transaction were $1,687,000, consisting of $1,630,000 purchase price, $500,000 in cash and an additional $57,000 for medical supplies.

On January 31, 2011, RHA, and our wholly-owned subsidiaries, sold its owned hospital buildings and land in Stroud and
Anadarko, Oklahoma to First Physicians Realty Group, a wholly owned direct subsidiary, for $10,324,000. As payment for the purchase, First Physicians Realty Group assumed the existing first mortgage debt of $6,625,000 and executed $3,699,000 of
promissory notes payable to RHA.

Simultaneously with the sale of the land and buildings, RHA and its wholly-owned
subsidiaries executed a twenty (20) year lease for the hospital facilities. The leases have been accounted by First Physicians Realty Group as direct financing leases and reflected as notes receivable in the accompanying Consolidated Balance
Sheet subsequent to the April 1, 2011 sale of the owned hospitals.

On May 4, 2011 RHA entered into that certain
Stock Purchase Agreement, dated May 4, 2011 (the Cura SPA), by and between RHA and with One Cura Wellness Inc. (One Cura) for the sale of RHA Anadarko, LLC, and RHA Stroud, LLC to One Cura (the Cura
Transaction). Upon closing, RHA received two notes totaling $12,000,000 as consideration for the purchase. The notes have a term of ten (10) years and bear interest at a rate of 10%.

In conjunction with the Cura SPA, First Physicians Business Solutions, LLC (FPBS) a wholly owned direct subsidiary
of the Company entered into management services agreements with RHA Anadarko and RHA Stroud to provide management services for an initial period of six and one half (6.5) years. Further, First Physicians Resources, LLC (FPR) a
wholly owned direct subsidiary of the registrant entered into staff leasing agreements to provide staffing to RHA Anadarko and RHA Stroud for an initial term of one (1) year. Finally, First Physicians Realty Group, LLC (FPRG) a
wholly owned direct subsidiary of the registrant entered into an Amended and Restated lease with RHA Anadarko and RHA Stroud to continue the lease of real property associated with the hospitals owned by RHA Anadarko and RHA Stroud.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



On July 13, 2011, Rural Hospital Acquisition, LLC (RHA)
entered into a Stock Purchase Agreement, dated July 13, 2011 (the SPMC SPA), by and between RHA and Southern Plains Associates II, LLC (SPA II), and that certain Asset Purchase Agreement, dated July 13, 2011 (the
SPMC APA), by and between RHA and SPA II, for the sale of (i) SPMC and (ii) the medical records associated with SPMC, respectively. As consideration for the sale, RHA received two notes totaling $2,150,000. The notes have a
term of ten (10) years and bear interest at a rate of 5%. In addition, SPA II delivered to RHA a buyers Members guarantee and a company guarantee.

In conjunction with the stock sale/purchase agreement, SPA and Capital Investors of Oklahoma, LLC entered into a Real Estate
Purchase Agreement with the SPMC buyer for the purchase/sale of the SPMC real estate. As consideration for the purchase/sale of the SPMC real estate the buyer assumed the existing mortgage on the property and caused the lender to release all
guarantees of the mortgage by us. At closing the mortgage had a remaining principal balance of $4,560,982. The SPMC buyer also assumed four equipment loans from the company with a remaining principal balance of $121,471 and bearing interest rates of
6.75%.

Following the SPMC real estate sale, all assets of SPA were liquidated and SPA immediately ceased operations.

On September 15, 2011, First Physicians Capital Group, Inc. (FPCG), entered into a Stock Purchase Agreement,
dated September 15, 2011 (the DEL MAR SPA) by and between Del Mar Gen Par, Inc. (DGP), Del Mar Acquisition, Inc. (DMA, and together with FPCG and DGP, the Seller), and Surgical Center Management,
Inc. (the Management Company), IHM Del Mar, LLC (IHM), and several individuals (together with IHM, each a Purchaser and collectively the Purchasers) for the sale of Outpatient Surgery of Del Mar,
L.L.C. (DEL MAR). Prior to the sale, FPCG held 53.54% of the member units of DEL MAR. As consideration for the sale, FPCG received two payments, consisting of $250,000, paid prior to closing as an initial deposit, and $500,000 paid at
closing, for total consideration of $750,000. An additional earnout payment of $243,735, payable upon meeting certain milestone was not received.

As of March 31, 2011, the operating assets of RHA Tishomingo, RHA Anadarko, RHA Stroud, SPMC, Del Mar, Point Loma, and
SPA, have been recorded as assets held for sale and the liabilities as liabilities of operations held for sale. We have reclassified the results of operations of RHA Tishomingo, LLC, RHA Anadarko, RHA Stroud, SPMC, Del Mar Point Loma, and SPA for
all periods presented, to discontinued operations.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



The results of discontinued operations for the three and six months ended
March 31, 2011 and 2010 are as follows (in thousands):



|                                             |  |                    |       |   |                  |   |       |           |  |   |           |   |  |   |        |  
|-------------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | --------- |  | - | --------- | - |  | - | ------ | -
|                                             |  | Three Months ended |       |   | Six Months ended |  
|                                             |  | March 31,          |       |   | March 31,        |   |       | March 31, |  |   | March 31, |  
|                                             |  | 2011               |       |   | 2010             |   |       | 2011      |  |   | 2010      |  
|Net revenue from services                    |  | $                  | 6,233 |   |                  | $ | 8,332 |           |  | $ | 13,474    |   |  | $ | 16,707 |  
|Costs and expenses:                          |  |                    |       |   |                  |   |       |           |  |   |           |   |  |   |        |  
|Selling, general and administrative expenses |  |                    | 5,452 |   |                  |   | 8,354 |           |  |   | 12,485    |   |  |   | 16,427 |  
|Depreciation and amortization                |  |                    | 302   |   |                  |   | 344   |           |  |   | 647       |   |  |   | 656    |  
|                                             |  |                    |       |   |                  |   |       |           |  |   |           |   |  |   |        |  
|Total costs and expenses                     |  |                    | 5,754 |   |                  |   | 8,698 |           |  |   | 13,132    |   |  |   | 17,083 |  
|Operating income (loss)                      |  |                    | 479   |   |                  |   | (366  | )         |  |   | 342       |   |  |   | (376   | )
|Other income (expense):                      |  |                    |       |   |                  |   |       |           |  |   |           |   |  |   |        |  
|Other income                                 |  |                    | 1     |   |                  |   | 11    |           |  |   | 18        |   |  |   | 444    |  
|Interest expense                             |  |                    | (192  | ) |                  |   | (192  | )         |  |   | (492      | ) |  |   | (421   | )
|Non-controlling interests                    |  |                    | (141  | ) |                  |   | (316  | )         |  |   | (261      | ) |  |   | (496   | )
|                                             |  |                    |       |   |                  |   |       |           |  |   |           |   |  |   |        |  
|Gain (loss) before income taxes              |  |                    | 147   |   |                  |   | (863  | )         |  |   | (393      | ) |  |   | (849   | )
|Taxation                                     |  |                    |      |   |                  |   |      |           |  |   |          |   |  |   |       |  
|                                             |  |                    |       |   |                  |   |       |           |  |   |           |   |  |   |        |  
|Total discontinued operations                |  | $                  | 147   |   |                  | $ | (863  | )         |  | $ | (393      | ) |  | $ | (849   | )
|                                             |  |                    |       |   |                  |   |       |           |  |   |           |   |  |   |        |  

3. Net Loss Per Share



|                                                                                      |  |                                  |            |   |                                |   |            |           |  |   |            |   |  |   |            |  
|------------------------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------ | - | ---------- | --------- |  | - | ---------- | - |  | - | ---------- | -
|                                                                                      |  | Three months ended(in thousands) |            |   | Six months ended(in thousands) |  
|                                                                                      |  | March 31,                        |            |   | March 31,                      |   |            | March 31, |  |   | March 31,  |  
|                                                                                      |  | 2011                             |            |   | 2010                           |   |            | 2011      |  |   | 2010       |  
|Numerator for basic and diluted earnings (loss) per share:                            |  |                                  |            |   |                                |   |            |           |  |   |            |   |  |   |            |  
|Net loss attributable to continuing operations                                        |  | $                                | (1,125     | ) |                                | $ | (1,831     | )         |  | $ | (2,258     | ) |  | $ | (4,009     | )
|Net income (loss) attributable to discontinued operations                             |  |                                  | 28         |   |                                |   | (863       | )         |  |   | (512       | ) |  |   | (849       | )
|Denominator for basic and diluted earnings (loss) per share  weighted average shares |  |                                  | 15,049,507 |   |                                |   | 15,005,446 |           |  |   | 15,049,507 |   |  |   | 14,589,354 |  
|Basic and diluted earnings (loss) per share of common stock:                          |  |                                  |            |   |                                |   |            |           |  |   |            |   |  |   |            |  
|Continuing operations                                                                 |  | $                                | (0.07      | ) |                                | $ | (0.12      | )         |  | $ | (0.15      | ) |  | $ | (0.27      | )
|Discontinued operations                                                               |  |                                  | 0.00       |   |                                |   | (0.06      | )         |  |   | (0.03      | ) |  |   | (0.06      | )
|                                                                                      |  |                                  |            |   |                                |   |            |           |  |   |            |   |  |   |            |  
|Total basic and diluted loss per share of common stock                                |  | $                                | (0.07      | ) |                                | $ | (0.18      | )         |  | $ | (0.18      | ) |  | $ | (0.33      | )
|                                                                                      |  |                                  |            |   |                                |   |            |           |  |   |            |   |  |   |            |  

Since we had a net loss for the three and six month periods ended March 31, 2011 and 2010,
stock options outstanding to purchase 8,116,184 and 8,587,680 common shares as of March 31, 2011 and 2010 respectively, and warrants outstanding to purchase 4,731,513 and 14,274,213 common shares as of March 31, 2011 and 2010 respectively,
were excluded from the computation of diluted net loss per share as their effect is anti-dilutive.

Additionally, for the
three and six month periods ended March 31, 2011 and 2010, the following potential common shares outstanding are also excluded from the computation of diluted net loss per share as their effect is anti-dilutive: 67,600 Series 1-A Convertible
Preferred Stock convertible into 33,493 common shares, 3,900 Series 2-A Convertible Preferred Stock convertible into 1,872 common shares, 9,000 Series 5-A Convertible Preferred Stock convertible into 28,800,000 common shares and 4,875 Series 6-A
Convertible Preferred Stock convertible into 15,600,000 common shares.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



4. Accounts Receivable

Accounts receivable consisted of the following (in thousands):



|                                    |  |               |      |   |                   |   |      |  
|----------------------------------- |  | ------------- | ---- | - | ----------------- | - | ---- | -
|                                    |  | March 31,2011 |      |   | September 30,2010 |  
|Gross patient accounts receivable   |  | $             | 585  |   |                   | $ | 474  |  
|Reserves for bad debt               |  |               | (429 | ) |                   |   | (422 | )
|Reserves for contractual allowances |  |               | (41  | ) |                   |   | (14  | )
|                                    |  |               |      |   |                   |   |      |  
|Patient accounts receivable, net    |  | $             | 115  |   |                   | $ | 38   |  
|                                    |  |               |      |   |                   |   |      |  

5. Other Current Assets

Other current assets consisted of the following (in thousands):



|                      |  |               |     |  |                   |   |     | 
|--------------------- |  | ------------- | --- |  | ----------------- | - | --- | 
|                      |  | March 31,2011 |     |  | September 30,2010 |  
|Other current assets: |  |               |     |  |                   |   |     | 
|Deposits              |  | $             | 4   |  |                   | $ | 4   | 
|Other receivables     |  |               | 181 |  |                   |   | 182 | 
|                      |  |               |     |  |                   |   |     | 
|Total other assets    |  | $             | 185 |  |                   | $ | 186 | 
|                      |  |               |     |  |                   |   |     | 

6. Property and Equipment

Property and equipment consisted of the following (in thousands):



|                                          |  |               |     |   |                   |   |     |  
|----------------------------------------- |  | ------------- | --- | - | ----------------- | - | --- | -
|                                          |  | March 31,2011 |     |   | September 30,2010 |  
|Property and equipment:                   |  |               |     |   |                   |   |     |  
|Furniture, fixtures and medical equipment |  | $             | 130 |   |                   | $ | 130 |  
|Accumulated depreciation                  |  |               | (85 | ) |                   |   | (72 | )
|                                          |  |               |     |   |                   |   |     |  
|Property and equipment, net               |  | $             | 45  |   |                   | $ | 58  |  
|                                          |  |               |     |   |                   |   |     |  

7. Bridge Financing and Unregistered Sales of Equity Securities

During the Fiscal Year Ended September 30, 2009, we entered into a bridge financing transaction (the
Bridge Financing) which was consummated in three separate closings. On February 11, 2009, we completed the first closing of the Bridge Financing, a transaction in which we entered into the following two promissory notes, each dated
as of February 6, 2009: (i) a convertible promissory note with SMP Investments, LLC, a Michigan limited liability company (SMP), in the principal amount of $500,000 and (ii) a convertible promissory note with Anthony J.
Ciabattoni, Trustee of the Ciabattoni Living Trust, dated August 17, 2000 (Ciabattoni), in the principal amount of $1,000,000 (collectively, the Bridge Notes). SMP and Ciabattoni are each a Bridge Lender and
are collectively referred to herein as the Bridge Lenders.

On February 11, 2009, in addition to the
issuance of the Bridge Notes, we issued four warrants to purchase Common Stock to the Bridge Lenders as follows: (i) a warrant issued to SMP for the purchase of up to 375,000 shares of Common Stock at an initial exercise price of $0.50 per
share and exercisable for a period of three years from the date of issuance; (ii) a warrant issued to SMP for the purchase of up to 250,000 shares of Common Stock at an initial exercise price of $0.75 per share and exercisable for a period of
three years from the date of issuance; (iii) a warrant issued to Ciabattoni for the purchase of up to 750,000 shares of Common Stock at an initial exercise price of $0.50 per share and exercisable for a period of three years from the date of
issuance and (iv) a warrant issued to Ciabattoni for the purchase of up to 500,000 shares of Common Stock at an initial exercise price of $0.75 per share and exercisable for a period of three years from the date of issuance. These warrants were
allowed to expire, unexercised.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



Each Bridge Note originally became due and payable on November 6, 2009.
We extended these notes under the terms of an extension option contained in the Bridge Notes. Pursuant to the terms of the extension option, we were required to issue warrants to the Bridge Lenders to purchase shares of Common Stock in the following
amounts: (i) to SMP, 125,000 shares at a price of $0.50 per share, and 83,333 shares at a price of $0.75 per share and (ii) to Ciabattoni, 250,000 shares at a price of $0.50 per share, and 166,667 shares at a price of $0.75 per share. All
of the warrants issued were exercisable for a period of twenty-six months from the date of issuance, and were allowed to expire unexercised. The new due date of the Bridge Notes pursuant to the extension option was February 6, 2010. We were to
repay the unpaid principal of each Bridge Note on this date, together with accrued and unpaid interest of 16%.

The Bridge
Lenders initially agreed to extensions as follows: the maturity date of the promissory note held by SMP, in the principal amount of $500,000, is extended to August 6, 2011; the maturity date of the promissory note held by Ciabattoni, in the
principal amount of $1,000,000, is extended to February 6, 2013. Effective February 1, 2010, the interest rate was changed from 16% to 10% per annum for the Bridge Notes. As further discussed in Note 16. to the financial statements in
this Form 10-K, Subsequent Events, each 2009 Bridge Lender agreed to extend the maturity date(s) of their respective Bridge Notes with the same terms and conditions contained in the originally executed Notes and related extensions until
June of 2014.

The Bridge Notes include a conversion feature allowing each Bridge Lender to convert all or any portion of
the entire unpaid principal and any unpaid accrued interest at the date upon which the conversion is to be effected into a number of shares of Common Stock, determined by dividing the sum of the unpaid principal and unpaid accrued interest at the
conversion date by the conversion price in effect at the conversion date. The initial conversion price is $0.625, which price is adjustable as set forth in the Notes. As of March 31, 2011, none of the Bridge Lenders has effected such a
conversion.

On March 3, 2009, we completed the second closing of the Bridge Financing, a transaction in which we
entered into nine (9) promissory notes, each dated as of March 3, 2009, in the aggregate principal amount of $500,000 (the Second Bridge Notes), with various investors (the Second Bridge Lenders). Subsequent to this
second closing, Anthony J. Ciabattoni, holder of the $1,000,000 Bridge note from the first round of Bridge Financing, assumed three of the Second Bridge Notes, for a total of $100,000.

Each Second Bridge Note originally became due and payable on December 3, 2009, unless the maturity date is extended
pursuant to the terms of an extension option. The Second Bridge Notes included a conversion feature allowing each Second Bridge Lender to convert all or any portion of the entire unpaid principal and any unpaid accrued interest at the date upon
which the conversion is to be effected into a number of shares of Common Stock, determined by dividing the sum of the unpaid principal and unpaid accrued interest at the conversion date by the conversion price in effect at the conversion date. The
initial conversion price is $0.625, which price is adjustable as set forth in the Second Bridge Notes. As of March 31, 2011, none of the Second Bridge Lenders has effected such a conversion.

We extended the Second Bridge Notes for an additional three months under the terms of the extension option contained in the
Second Bridge Notes. Upon exercising this option, we were required to issue warrants to the Second Bridge Lenders to purchase an aggregate of 208,333 shares of our Common Stock, 125,000 shares of which will be issued at an exercise price of $0.50
per share and 83,333 shares of which will be issued at an exercise price of $0.75 per share. These warrants were allowed to expire, unexercised. The new due date for the Second Bridge Notes pursuant to the extension option was March 3, 2010.
The Second Bridge Lenders agreed to an additional extension period for the Second Bridge Notes ranging from eighteen to thirty-six months from the March 3, 2010 due date and also agreed to a reduction in the annual interest rate from 16% to
10%. As further discussed in Note 11 of the financial statements in this Form 10-Q, Subsequent Events, each of the Second Bridge Lenders agreed to extend the maturity date(s) of their respective Notes with the same terms and conditions
contained in the originally executed Notes and related extensions until June of 2014.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



On April 14, 2009, we completed the third closing of the Bridge
Financing, a transaction in which we entered into the following three (3) promissory notes: (i) a convertible promissory note, dated as of March 31, 2009, with Frank Darras, Trustee of the Darras Family Trust
(Darras), in the principal amount of $100,000 (the Darras Note); (ii) a convertible promissory note, dated as of March 31, 2009, with SFV, Inc., a California corporation (SFV), in
the principal amount of $50,000 (the SFV Note) and (iii) a convertible promissory note, dated as of April 14, 2009, with NFS LLC/FMTC Rol IRA FBO Neal Katz (Katz), in the principal amount of $50,000
(the Katz Note) (each, a Third Bridge Note and collectively, the Third Bridge Notes). Darras, SFV and Katz are each a Third Bridge Lender and are collectively referred to
herein as the Third Bridge Lenders. Of the total Bridge Financing, $1,600,000 was considered a related party transaction.

The Darras Note and the SFV Note originally became due and payable on December 31, 2009 and the Katz Note originally
became due and payable on January 14, 2010. The terms of each of the Third Bridge Notes contained an extension option to extend such notes for an additional three months at our discretion. We extended the Darras Note and the SFV Note under the
terms of the respective options, and therefore were obligated to issue warrants to Darras and SFV as follows: (i) Darras  25,000 shares at an exercise price of $0.50 per share, and 16,667 shares at an exercise price of $0.75 per share;
(ii) SFV  12,500 shares at an exercise price of $0.50 per share, and 8,333 shares at an exercise price of $0.75 per share. We extended the Katz Note under the terms of an extension option contained in the Katz Note. By exercising this
option, we were required to issue warrants to Katz to purchase an aggregate of 20,833 shares, 12,500 shares of which will be issued at an exercise price of $0.50 per share and 8,333 shares of which will be issued at an exercise price of $0.75 per
share. All of the Third Bridge Note extension warrants were allowed to expire, unexercised.

The new due dates for the
Third Bridge Notes, pursuant to the extension option, was March 31, 2010 for each of the Darras Note and the SFV Note and April 14, 2010 for the Katz Note. The Third Bridge Lenders agreed to an additional extension period for the notes
ranging from eighteen to thirty-six months from the March 31, 2010 and April 14, 2010 due dates and also agreed to a reduction in the annual interest rate from 16% to 10%. As further discussed in Note 11. of the accompanying financial
statements in this Form 10-Q, Subsequent Events, each Third Bridge Lender agreed to extend the maturity date(s) of their respective Notes with the same terms and conditions contained in the originally executed Notes and related
extensions until June of 2014.

The Third Bridge Notes include a conversion feature allowing each Third Bridge Lender to
convert all or any portion of the entire unpaid principal and any unpaid accrued interest at the date upon which the conversion is to be effected into a number of shares of Common Stock, determined by dividing the sum of the unpaid principal and
unpaid accrued interest at the conversion date by the conversion price in effect at the conversion date. The initial conversion price is $0.625, which price is adjustable as set forth in the Third Bridge Notes.

The fair value of the warrants issued in conjunction with the convertible notes issued under the Bridge Financing amounted to
$932,000, and the fair value of the warrants issued in conjunction with the extension of the Bridge Notes, the Second Bridge Notes, the Darras Note, the SFV Note and the Katz Note amounted to $291,000. The beneficial conversion feature associated
with the convertible notes issued in conjunction with the Bridge Financing totaled $253,000. Both the fair value of the warrants issued under the Bridge Financing and the subsequent extension of the Bridge Notes, the Second Bridge Notes the Darras
Note, the SFV Note and the Katz Note, as well as the beneficial conversion feature, will be amortized over the term of the loans. Amortization for the Fiscal Quarters Ended March 31, 2011 and 2010 amounted to $0 and $522,000, respectively.

All of the promissory notes under the Bridge Financing include a provision granting the lenders, to the extent that the lenders
holding notes representing a majority of the aggregate outstanding principal amount of the notes agree, demand registration rights with respect to the resale of the shares of Common Stock that would be issuable upon conversion of the notes, which
rights vest thirty six (36) months after the date of issuance of the Bridge Financing notes. The registration statement would be prepared by us at our expense and filed on Form S-1 or other appropriate form and, once declared effective, allow
the registered securities to be sold on a continuous basis and we will keep the registration statement continuously effective until certain conditions are met which would allow us to stop maintaining its effectiveness.



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FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



During the Fiscal Year Ended September 30, 2012, $750,000 of the Bridge
Financing was repaid. Of the $750,000 paid, $75,000 and $175,000 was paid to SMP Investments I, LLC, and Anthony J. Ciabattoni respectively, both of which are considered related party transactions. As of March 31, 2011, $2,200,000 of the 2009 Bridge
Financing remains outstanding.

8. Long-term Debt

Long-term debt as of consists of the following (in thousands):



|                                                                                                                                                                                                         |  |                |        |   |                    |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ------------------ | - | ------ | -
|                                                                                                                                                                                                         |  | March 31, 2011 |        |   | September 30, 2010 |  
|Note payable secured by real estate, $27,513 payable monthly, including interest based on Wall Street Journal prime plus 2% adjusted
quarterly, floor of 7%, rate is currently 7%, matures November 2028 |  | $              | 3,316  |   |                    | $ | 3,365  |  
|Note payable secured by real estate, $34,144 payable monthly, including interest based on Wall Street Journal prime plus 2% adjusted
quarterly, floor of 7%, rate is currently 7%, matures November 2028 |  |                | 3,254  |   |                    |   | 3,348  |  
|Note payable, 5% interest payable quarterly, matures on or before December 11, 2011                                                                                                                      |  |                | 1,500  |   |                    |   | 1,500  |  
|Bridge notes payable, 10% interest, matures on or before June 2014                                                                                                                                       |  |                | 2,200  |   |                    |   | 2,200  |  
|Note payable, 9% interest per annum and matures in February 2016                                                                                                                                         |  |                | 350    |   |                    |   |       |  
|                                                                                                                                                                                                         |  |                |        |   |                    |   |        |  
|Total                                                                                                                                                                                                    |  |                | 10,620 |   |                    |   | 10,413 |  
|                                                                                                                                                                                                         |  |                |        |   |                    |   |        |  
|Less current maturities of long term debt                                                                                                                                                                |  |                | (2,550 | ) |                    |   | (1,022 | )
|                                                                                                                                                                                                         |  |                |        |   |                    |   |        |  
|Total long term debt                                                                                                                                                                                     |  | $              | 8,070  |   |                    | $ | 9,391  |  
|                                                                                                                                                                                                         |  |                |        |   |                    |   |        |  

The following chart shows scheduled principal payments due, as of March 31, 2011, on long-term debt for the next five
years and thereafter (in thousands):



|           |  |          |        | 
|---------- |  | -------- | ------ | 
|March 31,  |  | Payments |       
|2012       |  | $        | 2,550  | 
|2013       |  |          | 1,763  | 
|2014       |  |          | 442    | 
|2015       |  |          | 424    | 
|2016       |  |          | 457    | 
|Thereafter |  |          | 4,984  | 
|           |  |          |        | 
|Total      |  | $        | 10,620 | 
|           |  |          |        | 



12



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##### Table of Contents

FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



9. Warrants

Outstanding exercisable warrants consisted of the following as of March 31, 2011:



|                                                                                 |  |           |  |          |       |  |          |  |           | 
|-------------------------------------------------------------------------------- |  | --------- |  | -------- | ----- |  | -------- |  | --------- | 
|                                                                                 |  | Remaining |  | Exercise |       |  |          | 
|Description                                                                      |  | Life      |  | Price    |       |  | Warrants | 
|July 16, 2007 Preferred Stock Series 5-A warrants issued to investor             |  | 15 months |  | $        | 0.45  |  |          |  | 50,000    | 
|September 30, 2008 Preferred Stock Series 5-A warrants issued to placement agent |  | 23 months |  |          | 0.5   |  |          |  | 436,250   | 
|February 6, 2009 warrants issued in connection with notes payable                |  | 10 months |  |          | 0.5   |  |          |  | 1,125,000 | 
|February 6, 2009 warrants issued in connection with notes payable                |  | 10 months |  |          | 0.75  |  |          |  | 750,000   | 
|March 3, 2009 warrants issued in connection with notes payable                   |  | 11 months |  |          | 0.5   |  |          |  | 375,000   | 
|March 16, 2009 warrants issued issued to Medical Advisory Board                  |  | 12 months |  |          | 0.625 |  |          |  | 125,000   | 
|March 3, 2009 warrants issued in connection with notes payable                   |  | 11 months |  |          | 0.75  |  |          |  | 250,000   | 
|March 31, 2009 warrants issued in connection with notes payable                  |  | 12 months |  |          | 0.5   |  |          |  | 112,500   | 
|March 31, 2009 warrants issued in connection with notes payable                  |  | 12 months |  |          | 0.75  |  |          |  | 75,000    | 
|April 14, 2009 warrants issued in connection with notes payable                  |  | 12 months |  |          | 0.5   |  |          |  | 37,500    | 
|April 14, 2009 warrants issued in connection with notes payable                  |  | 12 months |  |          | 0.75  |  |          |  | 25,000    | 
|June 8, 2009 Preferred Stock Series 6-A warrants issued to investor              |  | 3 years   |  |          | 0.50  |  |          |  | 210,000   | 
|June 10, 2009 warrants issued to Medical Advisory Board                          |  | 3 years   |  |          | 0.63  |  |          |  | 150,000   | 
|October 19, 2009 Preferred Stock Series 5-A warrants issued to investor          |  | 7 months  |  |          | 0.5   |  |          |  | 25,800    | 
|October 19, 2009 Preferred Stock Series 6-A warrants issued to investor          |  | 7 months  |  |          | 0.5   |  |          |  | 4,200     | 
|November 6, 2009 warrants issued in connection with notes payable                |  | 10 months |  |          | 0.5   |  |          |  | 375,000   | 
|November 6, 2009 warrants issued in connection with notes payable                |  | 10 months |  |          | 0.75  |  |          |  | 250,000   | 
|December 3, 2009 warrants issued in connection with notes payable                |  | 11 months |  |          | 0.5   |  |          |  | 125,000   | 
|December 3, 2009 warrants issued in connection with notes payable                |  | 11 months |  |          | 0.75  |  |          |  | 83,331    | 
|December 2, 2009 warrants issued in connection with issuance of common stock     |  | 11 months |  |          | 0.5   |  |          |  | 60,000    | 
|December 14, 2009 Preferred Stock Series 6-A warrants issued to investor         |  | 9 months  |  |          | 0.5   |  |          |  | 3,600     | 
|December 31, 2009 warrants issued in connection with notes payable               |  | 12 months |  |          | 0.5   |  |          |  | 37,500    | 
|December 31, 2009 warrants issued in connection with notes payable               |  | 12 months |  |          | 0.75  |  |          |  | 24,999    | 
|January 14, 2010 warrants issued in connection with notes payable                |  | 9 months  |  |          | 0.5   |  |          |  | 12,500    | 
|January 14, 2010 warrants issued in connection with notes payable                |  | 9 months  |  |          | 0.75  |  |          |  | 8,333     | 
|                                                                                 |  |           |  |          |       |  |          |  |           | 
|                                                                                 |  |           |  |          |       |  |          |  | 4,731,513 | 

A summary of our stock warrant activity and related information at March 31, 2011 and
September 30, 2010 is as follows:



|                                                |  |                                  |            |   |                                          |  |            |                              |  |   |                                  |  |  |   |      | 
|----------------------------------------------- |  | -------------------------------- | ---------- | - | ---------------------------------------- |  | ---------- | ---------------------------- |  | - | -------------------------------- |  |  | - | ---- | 
|                                                |  | Number of Shares of Common Stock |            |   | Weighted-AverageExercise Price Per Share | 
|                                                |  | Six monthsendedMarch 31,2011     |            |   | FiscalYearEndedSeptember 30,2010         |  |            | Six monthsendedMarch 31,2011 |  |   | FiscalYearEndedSeptember 30,2010 | 
|Warrants outstanding at beginning of the period |  |                                  | 7,949,013  |   |                                          |  | 14,459,635 |                              |  | $ | 0.51                             |  |  | $ | 0.49 | 
|Issued                                          |  |                                  |           |   |                                          |  | 1,010,263  |                              |  | $ |                                 |  |  | $ | 0.59 | 
|Exercised                                       |  |                                  |           |   |                                          |  | (1,105,685 | )                            |  | $ |                                 |  |  | $ | 0.46 | 
|Cancelled or expired                            |  |                                  | (3,217,500 | ) |                                          |  | (6,415,200 | )                            |  | $ | 0.38                             |  |  | $ | 0.50 | 
|                                                |  |                                  |            |   |                                          |  |            |                              |  |   |                                  |  |  |   |      | 
|Warrants outstanding at end of the period       |  |                                  | 4,731,513  |   |                                          |  | 7,949,013  |                              |  | $ | 0.58                             |  |  | $ | 0.51 | 
|                                                |  |                                  |            |   |                                          |  |            |                              |  |   |                                  |  |  |   |      | 

All warrants have a two-year to five-year expiration. The warrant fair value was determined by
using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include (i) risk-free interest rate between 1.1% and 4.5%; (ii) expected warrant life equal to the actual remaining life of the warrants
as of the period end; (iii) expected volatility between 52% and 212%; and (iv) zero expected dividends.



13



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##### Table of Contents

FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



10. Stock Options

The following summarizes activities under the stock option plans:



|                                                |  |                               |           |   |                                    |  |           |                               |  |   |                                    |  |  |   |      | 
|----------------------------------------------- |  | ----------------------------- | --------- | - | ---------------------------------- |  | --------- | ----------------------------- |  | - | ---------------------------------- |  |  | - | ---- | 
|                                                |  |                               |           |   |                                    |  |           | Weighted-Average              | 
|                                                |  | Number of Options             |           |   | Exercise Price Per Share           | 
|                                                |  | Six months endedMarch 31,2011 |           |   | Fiscal Year endedSeptember 30,2010 |  |           | Six months endedMarch 31,2011 |  |   | Fiscal Year endedSeptember 30,2010 | 
|Options outstanding at beginning of the period  |  |                               | 8,659,082 |   |                                    |  | 8,249,002 |                               |  | $ | 0.62                               |  |  | $ | 0.59 | 
|Granted                                         |  |                               |           |   |                                    |  |           |                               |  |   |                                    |  |  |   |      | 
| at above fair market value                    |  |                               |          |   |                                    |  | 650,000   |                               |  |   |                                   |  |  |   | 0.63 | 
| at fair market value                          |  |                               |          |   |                                    |  |          |                               |  |   |                                   |  |  |   |     | 
| at below fair market value                    |  |                               |          |   |                                    |  |          |                               |  |   |                                   |  |  |   |     | 
|Exercised                                       |  |                               |          |   |                                    |  |          |                               |  |   |                                   |  |  |   |     | 
|Cancelled                                       |  |                               |          |   |                                    |  |          |                               |  |   |                                   |  |  |   |     | 
|Forfeited                                       |  |                               | (542,898  | ) |                                    |  | (239,920  | )                             |  |   | 0.62                               |  |  |   | 0.65 | 
|                                                |  |                               |           |   |                                    |  |           |                               |  |   |                                    |  |  |   |      | 
|Options outstanding at end of the period        |  |                               | 8,116,184 |   |                                    |  | 8,659,082 |                               |  | $ | 0.62                               |  |  | $ | 0.62 | 
|                                                |  |                               |           |   |                                    |  |           |                               |  |   |                                    |  |  |   |      | 
|Options vested/exercisable at end of the period |  |                               | 3,526,643 |   |                                    |  | 3,689,541 |                               |  | $ | 0.60                               |  |  | $ | 0.60 | 
|                                                |  |                               |           |   |                                    |  |           |                               |  |   |                                    |  |  |   |      | 

The following summarizes information for stock options outstanding as of March 31, 2011:



|               |  |                   |           |  |                                |   |      |                                           |  |  |     | 
|-------------- |  | ----------------- | --------- |  | ------------------------------ | - | ---- | ----------------------------------------- |  |  | --- | 
|Exercise price |  | Number of options |           |  | Weighted-averageexercise price |   |      | Weighted-averageremainingcontractual life | 
|$0.40          |  |                   | 360,000   |  |                                | $ | 0.40 |                                           |  |  | 2.8 | 
|$0.63          |  |                   | 7,756,184 |  |                                | $ | 0.63 |                                           |  |  | 3.6 | 

11. Subsequent Events

2011 Bridge Financing

During the Fiscal Year Ended September 30, 2011, we entered into bridge financing transactions (the 2011 Bridge
Financing) where we entered into ten promissory notes, in the aggregate principal amount of $2,034,000 (the 2011 Bridge Notes), with various investors (the 2011 Lenders). We received the 2011 Bridge Financing in
multiple installments as follows: $674,400, $549,600, $360,000, and $100,000 in August, September, November, and December of 2011, respectively, and $350,000 in January 2012. Each bridge note has attached warrants to purchase an aggregate of
2,278,079 shares of our Common Stock with an exercise price of $0.3125, maturing five years from date of issuance. Of the total 2011 Bridge Financing, $1,559,000 was considered a related party transaction. The warrants were issued January 1,
2014.

Each 2011 Bridge Note originally became due and payable in September 2012. Each 2011 Bridge Lender agreed to extend
the maturity date(s) of their respective Notes with the same terms and conditions contained in the originally executed Notes and related extensions until June of 2014. The 2011 Bridge Notes, less accumulated interest, were paid off entirely in
Fiscal Year Ended September 30, 2013.

2012 Bridge Financing

Beginning in February 2012, we entered into a staggered bridge financing transaction (the 2012 Bridge Financing)
whereby we entered into three promissory notes, in the aggregate principal amount of $1,279,000 (the 2012 Bridge Notes), with three investors (the 2012 Lenders) with maturity dates of June 30, 2014. The 2012 Bridge
Loans funded as follows; $340,000, $320,000, $390,000 and $229,000 in February, March, April, and May of 2012 respectively. Each bridge note has attached warrants to purchase an aggregate of 4,092,800 shares of our Common Stock with an exercise
price of $0.3125, maturing five years from date of issuance. The warrants were issued January 1, 2014. All of the 2012 Bridge Financing was considered a related party transaction. The 2012 Bridge Notes were paid in full in the Fiscal Year Ended
September 30, 2013.



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##### Table of Contents

FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



2013 Bridge Financing

Beginning in November 2013, we entered into a staggered bridge financing transaction (the 2013 Bridge Financing)
whereby we entered into four (4) promissory notes, with interest of 10% per annum, in the aggregate principal amount of $650,000 (the 2013 Bridge Notes), with 4 investors, each note maturing June 30, 2014. The 2013 Bridge
Loans funded as follows; $450,000 and $200,000 in November 2013 and January 2014, respectively. Three of the investors, SMP Investments I, LLC (SMP), Anthony J. Ciabottoni, and William Houlihan each hold a 10% or greater voting interest and are
considered related parties. The fourth investor, Blue Ridge Investments, LLC is wholly owned by Richardson Sells, a member of the Board, and is therefore also considered a related party. The four lenders contributed $300,000, $125,000, $125,000, and
$100,000, respectively.

Bridge Note Extensions

In January 2014, each 2011 Bridge Lender (see Note 7. Bridge Financing) agreed to extend the maturity date(s) of
their respective Notes with the same terms and conditions contained in the originally executed Notes and related extensions until June 2014. Also in January 2014, each 2009 Bridge Lender (see Note 7. Bridge Financing) agreed to extend
the maturity date(s) of their respective Notes with the same terms and conditions contained in the originally executed Notes and related extensions until June 2014. Three of the Bridge Lenders, SMP, Anthony Ciabattoni, and William A. Houlihan each
hold a 10% or greater voting interest and are considered related parties to this transaction.

In addition, as part of the
2009 Bridge Notes extensions, and subsequent to the Fiscal Quarter Ended March 31, 2011, the Company issued penny warrants to SMP Investments I, LLC for the purchase of up to 8,500,000 shares of Common Stock at an initial exercise
price of $0.01 per share and exercisable for a period of five years from the date of issuance. SMP was one of the original 2009 Bridge Financing lenders. SMP holds a 10% or greater voting interest and is considered a related party. In March 2014,
SMP exercised its warrant to purchase 8,500,000 shares of common stock for an aggregate purchase price of $85,000. The $85,000 proceeds were received by the company in Fiscal Year 2013, and were recorded as a liability until such time as the Company
was able to accept the warrants.

Series 5-A and 6-A Convertible Preferred Stock Waiver

In February 2014, a majority of the Series 5-A Convertible Preferred Stock and Series 6-A Convertible Preferred Stock holders
consented to waive their rights to demand registration. As a result of the majority consent, demand registration rights for all of the stockholders of the two classes of stock were waived.

Warrant Exercise

In March 2014, we accepted two warrant exercises in the amount of 150,000 and 210,000 shares of Common Stock, at an exercise
price of $0.625 and $0.50 per share respectively, for an aggregate purchase price of $198,000 from two investors. The $198,000 proceeds had been received by the company in Fiscal Year 2011, and were recorded as a liability until such time as the
Company was able to accept the warrants.

Warrant Issuance

The 2011 Bridge Financing had attached warrants to purchase an aggregate of 2,278,079 shares of our Common Stock with an
exercise price of $0.3125, maturing five years from date of issuance. These warrants were issued January 1, 2014. Three of the 2011 Bridge Lenders, SMP, Anthony J. Ciabattoni, and William A. Houlihan, each hold a 10% or greater voting interest
and are considered related parties to this transaction and received in aggregate 1,746,080 of the warrants.

The 2012
Bridge Financing had attached warrants to purchase an aggregate of 4,092,800 shares of our Common Stock with an exercise price of $0.3125, maturing five years from date of issuance. These warrants were issued January 1, 2014. The 2012 Bridge
Lenders, SMP, Anthony J. Ciabattoni, and William A. Houlihan each hold a 10% or greater voting interest and are considered related parties to this transaction.

Series 7-A Convertible Preferred Stock

On December 5, 2013, the Company filed a Certificate of Designation of Rights and Preferences of Series 7-A Convertible
Preferred Stock authorizing the issuance of up to 7,000 Series 7-A Convertible Preferred Stock. As part of the consideration for entering into the 2011 Bridge Financing, all of the 2011 Bridge Lenders were granted the option to convert their current
holdings if any, of Series 5-A Preferred Convertible Stock, 6-A Preferred Convertible Stock and Common Stock (collectively the Exchanged Securities), into Series 7-A Convertible Preferred Stock. Upon election to convert, each lender
would receive the number of Series 7-A Convertible Preferred Stock equal to the initial consideration paid for their Exchanged Securities divided by $1,000. In connection with the conversion, each 2011 Bridge Lender shall receive warrants to
purchase a number of shares of Common Stock of the Company in an amount equal to 1,120 multiplied by the aggregate number of shares of Series 7-A Preferred issued. Such issued warrants shall have an exercise price of $0.3125, and shall expire five
years from date of issuance. The Company has received notification from all the 2011 Bridge Lenders of their intent to convert, as appropriate, their holdings of Exchanged Securities to Series 7-A Convertible Preferred Stock, which will result in
the issuance of an aggregate of 5,998 Series 7-A Preferred Stock and warrants to purchase 6,717,760 shares of Common Stock. Three of the 2011 Bridge Lenders, SMP, Anthony J. Ciabattoni, and William A. Houlihan, each hold a 10% or greater voting
interest and will be considered related parties to this transaction.

Litigation

In June 2011, the Company vacated office space in Oklahoma City, Oklahoma prior to the expiration of the lease, at which time
the landlord proceeded with litigation to collect outstanding lease payments. In December 2013, both parties entered into a settlement agreement under which the Company agreed to make a one-time payment of $65,000 in full satisfaction of all amounts
due under the lease terms.



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##### Table of Contents

FIRST PHYSICIANS CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



In August 2011, the holder of the $1.5 million note payable and
4.25 million of the Companys outstanding common stock, filed a law suit for performance and repayment of the loan. In December 2011, in full settlement of the lawsuit and satisfaction of the $1.5 million note payable, the lender accepted
assignment and receipt of the $2.15 million notes receivable the Company had received in July 2011 as consideration for the sale of the SPMC medical records, and cash totaling $91,000. Additionally, as part the settlement, the lender agreed to
transfer the 4.25 million common stock back to the Company.

Change in Management

Effective November 18, 2013, David Hirschhorn resigned (i) as Chief Executive Officer, Chairman of the Board of
Directors (the Board) and as a member of the Board of First Physicians Capital Group, Inc., a Delaware corporation (the Registrant), and (ii) from any and all other positions and in all other capacities in which he
served as an officer or director of the Registrant or any of the Registrants subsidiaries. Mr. Hirschhorn had no disagreements with the Registrant on any matter related to the Registrants operations, policies or practices.

On November 21, 2013, the Board appointed Sean J. Kirrane to the position of Chief Executive Officer of the Registrant, to
serve until his successor is duly appointed and qualified or until his earlier resignation or removal. Mr. Kirrane has no family relationship with any officer or director of the Registrant or any of its subsidiaries.

Asset Dispositions

On May 4, 2011, we completed the RHA-One Cura transaction in which we sold RHA Anadarko LLC, and RHA Stroud
LLC, and on July 13, 2011, we completed the RHA SPA II transactions in which we sold SPMC and SPA (See Note 2 in this Form 10-Q).

On September 15, 2011, we completed the DEL MAR SPA transaction in which we sold our 53% interest in Outpatient Surgery
of Del Mar, L.L.C., (See Note 2 in this Form 10-Q).



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##### Table of Contents

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q (this Form 10-Q).

FORWARD LOOKING STATEMENTS

The discussion in this Form 10-Q contains forward-looking statements that may be subject to protection under the Private
Securities Litigation Reform Act of 1995 and such statements should not be unduly relied upon. Forward-looking statements can be identified by the use of words such as may, will, could, should,
anticipates, believes, estimates, expects, intends, plans and variations thereof or of similar expressions. All forward-looking statements included in this Form 10-Q are based
on information available to us on the date hereof. We assume no obligation to update any such forward-looking statements. Our actual results in future periods could differ materially from those indicated in such forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited to:



| |  |  | our ability to obtain ongoing financing, manage our cash resources, control expenses and continue as a going concern;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | impact of our indebtedness on our ability to invest in the ongoing needs and growth of our business;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | significant past operating losses, potential future losses and limited ongoing revenue;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | changes in government regulation, particularly healthcare laws;
| | - |  | ---------------------------------------------------------------



| |  |  | possession of significant voting control over us by the holders of our Series 5-A Preferred Stock and Series 6-A Convertible Preferred Stock;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased competition in the industry, geography and the segments in which we compete;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | our ability to attract and retain employees and key members of management;
| | - |  | --------------------------------------------------------------------------



| |  |  | changes in economic and industry conditions;
| | - |  | --------------------------------------------



| |  |  | reliance on third parties to provide services critical to our operations;
| | - |  | -------------------------------------------------------------------------



| |  |  | potential dilution of existing stockholders if we raise capital by issuing additional capital stock;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | availability of appropriate prospective acquisitions or investment opportunities;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | significant costs and obligations as a result of being a public company;
| | - |  | ------------------------------------------------------------------------



| |  |  | continued positive relationships with our customers;
| | - |  | ----------------------------------------------------



| |  |  | deterioration in the collectability of our accounts;
| | - |  | ----------------------------------------------------



| |  |  | major man-made or natural disasters;
| | - |  | ------------------------------------



| |  |  | compliance with applicable laws and regulations and cost of potential legal actions such as litigation or investigations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | inadequacy of our insurance coverage and fluctuating insurance requirements and costs;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | impact of a potential requirement to record asset impairment charges in the future;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | failure of our information technology system or the breach of our network security;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | impact on our disclosure of use the scaled disclosure option available to smaller reporting companies; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | volatility in the price of our common stock.
| | - |  | --------------------------------------------

OVERVIEW

References to we, us, our, Tri-Isthmus Group, FPCG or the
Company refer to First Physicians Capital Group, Inc. and its subsidiaries. We maintain our executive offices at 433 North Camden Drive, #810, Beverly Hills, California 90210. Our telephone number is +1 (310) 860-2501.

We invest in and provide financial and managerial services to healthcare facilities in non-urban markets. We promote quality
medical care by offering improved access and breadth of services. We unlock the value of our investments by developing strong, long-term and mutually-beneficial relationships with our physicians and the communities they serve.



17



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##### Table of Contents

This Form 10-Q report covers the fiscal quarter ended March 31, 2011.
Information in this Form 10-Q is current as of March 28, 2014, unless otherwise specified.

STRATEGY

During the Fiscal Year Ended September 30, 2010, we shifted our strategy away from majority ownership in healthcare
delivery companies to a focus on the provision of management, financial, and ancillary healthcare and IT services to the rural and community hospital market. We expect to maintain and/or acquire minority ownership in selected healthcare delivery
companies that complement our management services and financing activities. We may also invest in, acquire or partner with other companies that provide similar services in our markets.

In pursuit of this reorganization, we undertook an initiative to divest ourselves of underperforming facilities and reduce or
outsource administrative functions to better align cost structures and business volume. As a result of the initiative, during the Fiscal Year Ended September 30, 2011, we successfully divested ourselves of our majority owned hospitals, and
obtained contracts to provide the healthcare management services to several hospital clients.

We currently have 4
operating subsidiaries which are First Physicians Business Solutions, LLC, First Physicians Resources, LLC, First Physicians Services, LLC and First Physicians Realty Group. First Physicians Business Solutions, LLC provides an array of
management services to include hospital operations management, revenue cycle management, IT, finance and human resources. First Physicians Services provides ancillary service oversight and management solutions for lab, pharmacy, and emergency
departments in rural hospital settings. First Physicians Resources, LLC provides medical and back office staffing solutions to our hospital clientele. First Physicians Realty Group is our real estate subsidiary that owns healthcare related
properties and leases them to clients. We currently have contracts to provide financial and back office services to two hospital clients.

RECENT
DEVELOPMENTS

Johnson Memorial Hospital in Tishomingo, OklahomaSale

On January 10, 2011, RHA Tishomingo, LLC, an indirect subsidiary of ours, entered into an Asset Purchase Agreement to sell
the hospital operations of Johnson Memorial Hospital in Tishomingo, Oklahoma to Mercy Tishomingo Hospital Corporation. Also on January 10, 2011, we entered into an Agreement for Purchase and Sale of Real Property to sell the real estate and
equipment of Johnson Memorial Hospital to RSE Enterprises, Inc., (together with the sale to Mercy Tishomingo Hospital Corporation, the Tishomingo Transaction) (See Note 2 in this Form 10-Q).

Local Management Changes in Oklahoma

On February 14, 2011, Tom Rices employment as President and Chief Operating Officer at Southern Plains Medical Group
was terminated by mutual agreement. While Mr. Rice had an employment agreement and severance agreement, by mutual consent he accepted 3 months severance plus vesting of his stock options per the Company stock option plan terms. His
resulting severance payments will begin once certain asset sales and the reorganization of the Oklahoma operations are completed. Mr. Rice had no disagreements with the Company on any matter related to the Companys operations, policies or
practices.

RESULTS OF OPERATIONS

MATERIAL CHANGES IN RESULTS OF OPERATIONS

DISCONTINUED
OPERATIONS

On January 10, 2011, RHA Tishomingo, LLC, an indirect subsidiary of ours, entered into an Asset Purchase
Agreement to sell the hospital operations of Johnson Memorial Hospital in Tishomingo, Oklahoma to Mercy Tishomingo Hospital Corporation. Also on January 10, 2011, we entered into an Agreement for Purchase and Sale of Real Property to sell the
real estate and equipment of Johnson Memorial Hospital to RSE Enterprises, Inc., (together with the sale to Mercy Tishomingo Hospital Corporation, the Tishomingo Transaction) (See Note 2 in this Form 10-Q).



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On May 4, 2011, we completed the RHA-One Cura transaction in
which we sold RHA Anadarko LLC, and RHA Stroud LLC, and on July 13, 2011, we completed the RHA SPA II transactions in which we sold SPMC and SPA (See Note 2 in this Form 10-Q).

On September 15, 2011, we completed the DEL MAR SPA transaction in which we sold our 53% interest in
Outpatient Surgery of Del Mar, L.L.C., a California limited liability company (DEL MAR) (See Note 2 in this Form 10-Q).

As of March 31, 2011 the operating assets of RHA Tishomingo, RHA Anadarko, RHA Stroud, SPMC, Del Mar, Point Loma, and SPA,
have been recorded as assets held for sale and the liabilities as liabilities of operations held for sale. We have reclassified the results of operations of RHA Tishomingo, LLC, RHA Anadarko, RHA Stroud, SPMC, Del Mar, Point Loma, and SPA for all
periods presented, to discontinued operations.

REVENUE

Net revenue from continuing operations was $188,000 for the three-month period ended March 31, 2011, compared to $251,000
for the three-month period ended March 31, 2010 representing a decrease of $63,000, or 25.1%. The decrease is attributable to reduced patient visits at our physician clinic in Stroud, Oklahoma. For the six-month periods ended March 31,
2011 and March 31, 2010 revenue from services was $541,000 at March 31, 2011, compared to $521,000 for March 31, 2010 representing an increase of $20,000, or 3.8%, also attributable to an overall increase in patient visits at our
physician clinic in Stroud, Oklahoma.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses relating to continuing operations decreased $581,000 from $1,757,000 in the
three-month period ended March 31, 2010 to $1,176,000 in the three-month period ended March 31, 2011, representing a 33.1% decrease. Selling, general and administrative expenses decreased $1,095,000, or 29.8%, from $3,677,000 for the
six-month period ended March 31, 2010 compared to $2,582,000 for the six-month period ended March 31, 2011. The decrease in selling, general and administrative expenses for the three and six month periods ended March 31, 2011 was
primarily a result of the reduction in administrative costs incurred under the old business strategy as discussed above. Amortization of stock-based compensation is included in selling, general and administrative expenses for the three and six month
periods ended March 31, 2011 and 2010.

INTEREST EXPENSE

Interest expense decreased to $131,000 for the three-month period ended March 31, 2011 as compared to $324,000 for the
three-month period ended March 31, 2010. This represents a decrease of $193,000 or 59.6%. Interest expense for the six months ended March 31, 2011 decreased $594,000, or 74.2%, from $801,000 for the six months ended March 31, 2010 to
$207,000 for the six months ended March 31, 2011. The decrease in interest expense is primarily due to the amortization of the bridge financing loan discount and beneficial conversion feature during the six months ended March 31, 2010
which did not exist during the six months ended March 31, 2011.

MATERIAL CHANGES IN FINANCIAL CONDITION  AT MARCH 31, 2011, COMPARED TO
SEPTEMBER 30, 2010:

CASH AND CASH EQUIVALENTS

As of March 31, 2011, cash and cash equivalents of continuing operations totaled $798,000, an increase of $263,000 when
compared with the $535,000 on hand at September 30, 2010. This represents an increase of 49.2%. The increase is cash was driven by increased the net $207,000 increase in notes payable.



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ACCOUNTS RECEIVABLES

As of March 31, 2011, accounts receivable, net of reserves for third-party contractual adjustments and allowance for
uncollectible accounts, totaled $115,000, an increase of $77,000 from $38,000 at September 30, 2010. This represents a change of 202.6%. Continuing operations accounts receivable consists of patient accounts derived from the clinic operation in
Stroud, Oklahoma. The $77,000 increase is due to normal operational fluctuation.

PREPAID EXPENSES

As of March 31, 2011, prepaid expenses totaled $265,000, an increase of $218,000 from $47,000 at September 30, 2010.
This represents a change of 463.8%. The increase arose primarily from the purchase of additional prepaid insurance.

ACCOUNTS PAYABLE

As of March 31, 2011, accounts payable totaled $577,000, compared to $418,000 at September 30, 2010. This represents
an increase of $159,000, or 38.0%. This increase is attributable to cash conservation actions.

LONG-TERM DEBT

Long term debt increased $207,000 from September 30, 2010 to March 31, 2011. This increase reflects $350,000 of
additional borrowing secured by real estate, offset by amortization from normal monthly loan payments of $143,000.

LIQUIDITY AND CAPITAL RESOURCES

We have funded operations primarily through cash flows from operations, sales of our preferred stock, short term
bridge financing and the sales of certain of our businesses. We estimate that based on current plans and assumptions, that our available cash and cash flows from operations will be sufficient to satisfy our cash requirements under our present
operating expectations, without further financing, for the next 12 months.

As of March 31, 2011, cash and cash
equivalents of continuing operations totaled $798,000, an increase of $263,000 when compared with the $535,000 on hand at September 30, 2010. This represents an increase of 49.2%. The increase is cash was driven by the net $207,000 increase in
notes payable.

FUNDING

As of March 31, 2011 we had a working capital deficit of $6.7 million compared with a working capital deficit of $3.7
million at September 30, 2010. The working capital decrease was primarily the result of a $1.5 million increase in short term debt obligations.

In 2009, we completed a bridge financing transaction (the Bridge Financing) for $2.2 million, which was
consummated in three separate closings. The notes were due and payable as follows: $1.5 million was due on November 6, 2009, $0.5 million was due on December 3, 2009, $0.1 million was due on December 31, 2009 and $50,000 was
due on January 14, 2010. On the due dates of the $1.5 million due on November 6, 2009, the $0.5 million due on December 3, 2009 and the $0.1 million due on December 31, 2009, we exercised our right to extend the due
dates to February 6, 2010, March 3, 2010 and March 31, 2010, respectively. On the extended due dates, we exercised our right to again extend the due dates. The $1.5 million previously due on February 6, 2010, was extended to
provide for $0.5 million to be due August 6, 2011 and $1.0 million to be due February 6, 2013. The $0.5 million previously due on March 3, 2010 was extended to provide for $0.2 million to be due on
September 3, 2011 and $0.3 million to be due on March 3, 2013. The $150,000 previously due March 31, 2010 was extended to provide for $100,000 to be due March 31, 2013 and $50,000 to be due September 30, 2011. The
$50,000 previously due April 4, 2010 was extended to be due April 14, 2013.

On April 14, 2009, we completed
the third closing of the Bridge Financing, a transaction in which we entered into the following three (3) promissory notes: (i) a convertible promissory note, dated as of March 31, 2009 in the principal amount of $100,000; (ii) a
convertible promissory note, dated as of March 31, 2009, in the principal amount of $50,000 and (iii) a convertible promissory note, dated as of April 14, 2009, in the principal amount of $50,000. Of the total Bridge Financing,
$1,600,000 was considered a related party transaction. See Note 7. Bridge Financing in the accompanying notes to the financial statements in this Form 10-Q.



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During the Fiscal Year Ended September 30, 2011, we entered into bridge
financing transactions (the 2011 Bridge Financing) where we entered into ten promissory notes, in the aggregate principal amount of $2,034,000 (the 2011 Bridge Notes), with various investors (the 2011
Lenders). We received the 2011 Bridge Financing in multiple installments as follows: $674,400, $549,600, $360,000, and $100,000 in August, September, November and December of 2011, respectively, and $350,000 in January 2012. Each bridge note
has attached warrants to purchase an aggregate of 2,278,079 shares of our Common Stock with an exercise price of $0.3125, maturing five years from date of issuance. Of the total 2011 Bridge Financing, $1,559,000 was considered a related party
transaction. The warrants were issued January 1, 2014. See Note 7. Bridge Financing in the accompanying notes to the financial statements in this Form 10-Q.

Each 2011 Bridge Note originally became due and payable in September 2012. Each 2011 Bridge Lender agreed to extend the
maturity date(s) of their respective Notes with the same terms and conditions contained in the originally executed Notes and related extensions until June of 2014. The 2011 Bridge Notes, less accumulated interest, were paid off entirely in Fiscal
Year Ended September 30, 2013.

Beginning in February 2012, we entered into a staggered bridge financing transaction
(the 2012 Bridge Financing) whereby we entered into three promissory notes, in the aggregate principal amount of $1,279,000 (the 2012 Bridge Notes), with three investors (the 2012 Lenders) with maturity dates
of June 30, 2014. The 2012 Bridge Loans funded as follows; $340,000, $320,000, $390,000 and $229,000 in February, March, April, and May of 2012 respectively. Each bridge note has attached warrants to purchase an aggregate of 4,092,800 shares of
our Common Stock with an exercise price of $0.3125, maturing five years from date of issuance. The warrants were issued January 1, 2014. All of the 2012 Bridge Financing was considered a related party transaction. The 2012 Bridge Notes were
paid in full in the Fiscal Year Ended September 30, 2013.

Beginning in November 2013, we entered into a staggered
bridge financing transaction (the 2013 Bridge Financing) whereby we entered into four (4) promissory notes, with interest of 10% per annum, in the aggregate principal amount of $650,000 (the 2013 Bridge Notes), with
4 investors, each note maturing June 30, 2014. The 2013 Bridge Loans funded as follows; $450,000, and $200,000, in November 2013 and January 2014, respectively. All of the 2013 Bridge Financing was considered a related party transaction.

In January 2014, the Company issued penny warrants to SMP Investments I, LLC for the purchase of up to 8,500,000
shares of Common Stock at an initial exercise price of $0.01 per share and exercisable for a period of five years from the date of issuance. In March 2014, SMP exercised its warrant to purchase 8,500,000 shares of common stock for an aggregate
purchase price of $85,000.

As of March 31, 2011, we had a stockholders deficit of $18.7 million, as compared to
a stockholders deficit of $16.4 million as of September 30, 2010. The increase in stockholders deficit arose from operating losses.

During the six-month period ended March 31, 2011 there was $6,000 cash provided by operating activities, which was
primarily the result operating losses for the period offset by an increase in accounts payable, compared to $2,433,000 cash used by operating activities for the six-month period ended March 31 2010 also primarily the result of operating
losses for the same period.

During the six-month period ended March 31, 2011 there was $525,000 cash provided by
investing activities from discontinued operations, compared to $1,407,000 cash provided by investing activities for the six-month period ended March 31 2010, which was primarily the result of the $1,523,000 decrease in restricted cash offset by
$116,000 cash used by discontinued operations.

During the six-month period ended March 31, 2011 there was $268,000
cash used in financing activities, due to proceeds of a $350,000 note payable less routine debt payments $143,000 and $475,000 cash used by discontinued operations. Net cash of $1,406,000 was provided by financing activities in the six-month period
ended March 31, 2010 primarily the result of proceeds of from the issuance of common stock, warrant exercises and $841,000 cash provided by discontinued operations.



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We have sustained operating losses since our inception and had an accumulated
deficit of approximately $98.4 million as of March 31, 2011, as compared with an accumulated deficit of $95.6 million as of September 30, 2010. These losses have been funded principally through the issuance of preferred and common
stock, the issuance of promissory notes and cash generated from operations.

We are not aware of any trends, demands,
events or uncertainties that will result in a material change in our liquidity or capital resources, nor do we expect any changes in the cost of our capital resources or the mix and relative cost of our capital resources.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures: As of the end of
the period covered by this report an evaluation was carried out by our management, including our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that our controls and procedures were materially deficient as of
the end of the fiscal quarter ended March 31, 2011.

(b) Changes in Internal Control Over Financial
Reporting: There have been no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2011 that have a material effect on our internal control over financial reporting.



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PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in
Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2010, which could materially affect our business, financial condition or future results. We are currently unaware of
any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2010; however, additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

See Exhibit index following the Signatures page.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.



|                    |  |  |  |                                                   |  |                                                                                                                                          
|------------------- |  |  |  | ------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Date: April 4, 2014 |  |  |  | First Physicians Capital Group, Inc.
(Registrant)
|                    |  |  | 
|                    |  |  |  | By:                                               |  | /s/ Sean Kirrane                                                                                                                         
|                    |  |  |  |                                                   |  | Sean Kirrane                                                                                                                             
|                    |  |  |  |                                                   |  | Chief Executive Officer, Chief Financial Officer and authorized signatory.
(Principal Executive Officer and Principal Accounting Officer)



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                    
|            | 
|2.1*        |  | Membership Interest Purchase Agreement (filed as Exhibit 2.1 to the Form 8-K, as filed with the SEC on November 5, 2007)                                                                                                                                                       
|            | 
|3.1*        |  | Certificate of Incorporation (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on November 14, 2000)                                                                                                                                                                
|            | 
|3.2*        |  | Amended and Restated Bylaws dated October 25, 2002 (filed as Exhibit 3.2 to the Form 8-K, as filed with the SEC on October 28, 2002)                                                                                                                                           
|            | 
|3.3*        |  | Certificate of Designation of Rights and Preferences of Series 2-A Convertible Preferred Stock filed November 8, 2000 (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on November 14, 2000)                                                                       
|            | 
|3.4*        |  | Certificate of Designation of Rights and Preferences of Series 3-A Convertible Preferred Stock filed June 20, 2001 (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on July 2, 2001)                                                                               
|            | 
|3.5*        |  | Certificate of Designation of Rights and Preferences of Series 4-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on October 28, 2002)                                                                                               
|            | 
|3.6*        |  | Certificate of Designation 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)                                                                                                  
|            | 
|3.7*        |  | Certificate of Amendment to the Certificate of Designation of Rights and Preferences Series 5-A Convertible Preferred Stock filed January 10, 2008 (filed as Exhibit B to the Form of Series 5-A Preferred Stock and
Warrant Purchase Agreement, filed as Exhibit 10.52 herein)
|            | 
|3.8*        |  | Certificate of Designation of Rights and Preferences of Series 6-A Convertible Preferred Stock filed April 2, 2008 (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on April 3, 2008)                                                                              
|            | 
|3.9*        |  | Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 5-A Convertible Preferred Stock filed May 15, 2008 (filed as Exhibit 4.2 to the Form 10-Q, as filed with the SEC on
May 20, 2008)                                               
|            | 
|3.10*       |  | Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 6-A Convertible Preferred Stock filed May 15, 2008 (filed as Exhibit B to the Form of Series 6-A Preferred Stock and
Warrant Purchase Agreement, filed as Exhibit 10.54 herein) 
|            | 
|3.11*       |  | Certificate of Designation of Rights and Preferences of Series 7-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on December 12, 2013)                                                                                              
|            | 
|4.1*        |  | Certificate of Decrease of Shares Designated as Series 7-A Convertible Preferred Stock, dated and filed January 22, 2010 (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on January 28, 2010)                                                                     
|            | 
|4.2*        |  | Certificate of Decrease of Shares Designated as Series 1-A Convertible Preferred Stock (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on July 13, 2005)                                                                                                          
|            | 
|4.3*        |  | Certificate of Decrease of Shares Designated as Series 2-A Convertible Preferred Stock (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on July 13,
2005)                                                                                                          



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|            |  |                                                                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                          
|            | 
|4.4*        |  | Certificate of Decrease of Shares Designated as Series 3-A Convertible Preferred Stock (filed as Exhibit 4.3 to the Form 8-K, as filed with the SEC on July 13, 2005)
|            | 
|4.5*        |  | Certificate of Decrease of Shares Designated as Series 4-A Convertible Preferred Stock (filed as Exhibit 4.4 to the Form 8-K, as filed with the SEC on July 13, 2005)
|            | 
|4.6*        |  | Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on July 21, 2005)                                                                              
|            | 
|4.7*        |  | Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on August 23, 2005)                                                                            
|            | 
|4.8*        |  | Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on September 22, 2006)                                                                         
|            | 
|4.9*        |  | Form of Extension of Warrant, dated July 18, 2007 (filed as Exhibit 4.1 to Form 8-K as filed with the SEC on December 18, 2008)                                      
|            | 
|10.1*       |  | Form of Asset Purchase Agreement (filed as Exhibit 10.1 to Form 8-K as filed with the SEC on January 14, 2011)                                                       
|            | 
|10.2*       |  | Form of Agreement for Purchase and Sale of Real Property (filed as Exhibit 10.2 to Form 8-K as filed with the SEC on January 14, 2011)                               
|            | 
|10.3*       |  | Form of Transition Services Agreement (filed as Exhibit 10.3 to Form 8-K as filed with the SEC on January 14, 2011)                                                  
|            | 
|10.4*       |  | Form of Corporate Guaranty (filed as Exhibit 10.4 to Form 8-K as filed with the SEC on January 14, 2011)                                                             
|            | 
|31.1        |  | Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 1934                                                                       
|            | 
|32.1        |  | Certification Pursuant to 18 U.S.C. 1350                                                                                                                             



|* | Previously filed with the SEC as indicated, and hereby incorporated herein by reference.
|- | ----------------------------------------------------------------------------------------



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