##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from
 Commission file number 000-30326
 
 TRI-ISTHMUS GROUP, INC.
  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
 þ o
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o Yes þ No




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets 
March 31, 2009 (Unaudited) and September 30, 2008
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) 
Three and six months ended March 31, 2009 and March 31, 2008
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) 
Six months ended March 31, 2009 and March 31, 2008
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4T. Controls and Procedures
    
    
    25PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    30Exhibit Index
    
    
    31Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TRI-ISTHMUS GROUP, INC.
 
   March 31,
    
    
    September 30,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,418
    
    
    $
    2,970Restricted cash
    
    
    1,522
    
    
    
    1,514Accounts receivable, net of allowance for uncollectible accounts
    
    
    6,739
    
    
    
    6,289Advance to affiliated entity
    
    
    72
    
    
    
    72Prepaid expenses
    
    
    517
    
    
    
    103Other current assets
    
    
    2,230
    
    
    
    1,754Total current assets
    
    
    13,498
    
    
    
    12,702Property and equipment, net
    
    
    16,863
    
    
    
    12,277Goodwill
    
    
    968
    
    
    
    759Other Assets
    
    
    965
    
    
    
    760Total assets
    
    $
    32,294
    
    
    $
    26,498LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS DEFICITCurrent Liabilities:Accounts payable
    
    $
    2,789
    
    
    $
    2,944Accrued expenses
    
    
    3,203
    
    
    
    2,715Note payable
    
    
    1,170
    
    
    
    Current maturities of long-term debt
    
    
    4,562
    
    
    
    4,144Total current liabilities
    
    
    11,724
    
    
    
    9,803Long-term debt, net of current portion
    
    
    10,159
    
    
    
    5,455Commitments and contingenciesMinority interest
    
    
    1,262
    
    
    
    967
   3




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##### Table of Contents



TRI-ISTHMUS GROUP, INC.
 March 31, 2009
    
    
    September 30, 2008(Unaudited)Non-redeemable Preferred Stock:Preferred stock Series 1-A ($0.01 par value, 67,600 shares
authorized; 67,600 shares issued and outstanding as of March 31, 2009
and September 30, 2008)
    
    $
    166
    
    
    $
    166Preferred stock Series 2-A ($0.01 par value, 3,900 shares authorized;
3,900 shares issued and outstanding as of March 31, 2009 and
September 30, 2008)
    
    
    25
    
    
    
    25Total non-redeemable preferred stock
    
    $
    191
    
    
    $
    191Redeemable preferred stock:Preferred stock Series 5-A ($0.01 par value, 9,000 shares authorized;
8,987 shares issued and outstanding as of March 31, 2009 and
September 30, 2008)
    
    $
    7,819
    
    
    $
    7,819Preferred stock Series 6-A ($0.01 par value, 5,000 shares authorized;
4,607 shares issued and outstanding as of March 31, 2009 and
September 30, 2008)
    
    
    4,113
    
    
    
    4,113Preferred stock Series B issued by subsidiary ($0.01 par value,
38,250 shares authorized, 19,990 shares issued and outstanding as of
March 31, 2009 and September 30, 2008)
    
    
    2,500
    
    
    
    2,500Total redeemable preferred stock
    
    $
    14,432
    
    
    $
    14,432Common stock ($0.01 par value, 100,000,000 shares authorized;
10,322,929 shares issued and outstanding as of March 31, 2009 and
September 30, 2008)
    
    $
    103
    
    
    $
    103Additional paid-in capital
    
    
    72,963
    
    
    
    71,301Accumulated deficit
    
    
    (78,488
    )
    
    
    (75,702
    )Other comprehensive loss
    
    
    (52
    )
    
    
    (52
    )Total shareholders deficit
    
    
    (5,474
    )
    
    
    (4,350
    )Total liabilities, preferred stock and shareholders deficit
    
    $
    32,294
    
    
    $
    26,498
   4




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TRI-ISTHMUS GROUP, INC.
 
    Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue from services
    
    $
    10,180
    
    
    $
    6,512
    
    
    $
    21,001
    
    
    $
    11,257Costs and expenses:Selling, general and administrative
expenses
    
    
    10,765
    
    
    
    6,833
    
    
    
    21,738
    
    
    
    11,659Amortization of stock-based
compensation
    
    
    208
    
    
    
    62
    
    
    
    516
    
    
    
    81Depreciation and amortization
    
    
    271
    
    
    
    94
    
    
    
    502
    
    
    
    159Total costs and expenses
    
    
    11,244
    
    
    
    6,989
    
    
    
    22,756
    
    
    
    11,899Operating loss
    
    
    (1,064
    )
    
    
    (477
    )
    
    
    (1,755
    )
    
    
    (642
    )Other income (expense)
    
    
    (221
    )
    
    
    52
    
    
    
    (183
    )
    
    
    75Interest expense
    
    
    (440
    )
    
    
    (315
    )
    
    
    (612
    )
    
    
    (509
    )Minority interest
    
    
    (142
    )
    
    
    (90
    )
    
    
    (236
    )
    
    
    (169
    )Net loss from operations before taxation and
non-cash beneficial conversion feature
    
    
    (1,867
    )
    
    
    (830
    )
    
    
    (2,786
    )
    
    
    (1,245
    )Taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (1,867
    )
    
    $
    (830
    )
    
    $
    (2,786
    )
    
    $
    (1,245
    )Non-cash beneficial conversion feature preferred
dividend
    
    
    
    
    
    
    (1,521
    )
    
    
    
    
    
    
    (1,521
    )Net loss attributable to common shareholders
    
    $
    (1,867
    )
    
    $
    (2,351
    )
    
    $
    (2,786
    )
    
    $
    (2,766
    )Net loss per common share:Basic
    
    $
    (0.18
    )
    
    $
    (0.29
    )
    
    $
    (0.27
    )
    
    $
    (0.40
    )Diluted
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
   5




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TRI-ISTHMUS GROUP, INC.
 
    Six months endedMarch 31,
    
    
    March 31,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (2,786
    )
    
    $
    (1,245
    )Adjustments to reconcile net loss to net cash
used in operating activities:Minority interest
    
    
    236
    
    
    
    169Depreciation and amortization
    
    
    502
    
    
    
    159Amortization of stock based compensation
    
    
    516
    
    
    
    81Amortization of debt discount
    
    
    166
    
    
    
    233Bad debt provision
    
    
    2,165
    
    
    
    699Loss from sale of investments
    
    
    281
    
    
    
    Changes in working capital components:Accounts receivable
    
    
    (2,615
    )
    
    
    (1,720
    )Accounts payable
    
    
    333
    
    
    
    48Others
    
    
    (1,104
    )
    
    
    (314
    )Net cash used in operating activities
    
    
    (2,306
    )
    
    
    (1,890
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (3,744
    )
    
    
    (270
    )Acquisition of subsidiaries, net of cash acquired
    
    
    (50
    )
    
    
    283Repayment of advance
    
    
    
    
    
    
    33Proceeds
from sale of equity interests in consolidated affiliates
    
    
    60
    
    
    
    Increase in restricted cash
    
    
    (8
    )
    
    
    Net cash
provided by (used in) investing activities
    
    
    (3,742
    )
    
    
    46Cash flows from financing activities:Drawdown of convertible loans
    
    
    2,150
    
    
    
    1,650Repayment of notes
    
    
    (5,182
    )
    
    
    (54
    )Distributions to minority partners
    
    
    (31
    )
    
    
    Issuance of preferred stock Series 5-A, net of
costs
    
    
    
    
    
    
    3,853Issuance of preferred stock Series 6-A, net of
costs
    
    
    
    
    
    
    3,324Proceeds from long-term debt
    
    
    8,559
    
    
    
    Net cash provided by financing activities
    
    
    5,496
    
    
    
    8,773Effect of exchange rates on cash
    
    
    
    
    
    
    1Net increase (decrease) in cash and cash
equivalents
    
    
    (552
    )
    
    
    6,930Cash and cash equivalents at beginning of period
    
    
    2,970
    
    
    
    733Cash and cash equivalents at end of period
    
    $
    2,418
    
    
    $
    7,663Cash paid for interest
    
    $
    587
    
    
    $
    509
     6




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1. Summary of Significant Accounting Policies
 Basis of Presentation
 Company we, us our
    Name Change
 RHA
 Future Funding
     Reclassifications
  Critical Accounting Policies
   7




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##### Table of Contents



Recent Accounting Pronouncements
 FASB SFAS SFAS 157
 SFAS No.
159
   2. Net Loss Per Share
 Three Months ended
    
    
    Six Months ended(in thousands)
    
    
    (in thousands)March 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator for basic and diluted
loss per share:Net loss attributable to common
shareholders
    
    $
    (1,867
    )
    
    $
    (2,351
    )
    
    $
    (2,786
    )
    
    $
    (2,766
    )Denominator for basic
(loss)/profit per share  weighted
average shares
    
    
    10,322,929
    
    
    
    8,229,132
    
    
    
    10,322,929
    
    
    
    6,862,465Effect of dilutive sharesEmployee stock options
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APreferred stock
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AWarrants
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet (loss)/profit per common share:Basic and diluted
    
    $
    (0.18
    )
    
    $
    (0.29
    )
    
    $
    (0.27
    )
    
    $
    (0.40
    )
  8




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##### Table of Contents



3. Accounts Receivable
  March 31, 2009
    
    
    September 30, 2008Gross patient accounts receivable
    
    $
    17,228
    
    
    $
    16,309Reserves for bad debt
    
    
    (4,567
    )
    
    
    (2,721
    )Reserves for contractual allowances
    
    
    (5,922
    )
    
    
    (7,299
    )Patient accounts receivable, net
    
    $
    6,739
    
    
    $
    6,289
 4. Acquisitions
 Securities Act
  Cash and cash equivalents
    
    $
    348Accounts receivable, net
    
    
    2,524Other current assets
    
    
    550Property and equipment, net
    
    
    6,067Accounts payable
    
    
    (556
    )Accrued expenses
    
    
    (1,106
    )Notes payable
    
    
    (5,283
    )Total
    
    $
    2,544Less: Minority interest - 49%
    
    
    (1,246
    )Share of net assets
    
    $
    1,298Purchase considerationIssuance of restricted shares
    
    $
    (1,233
    )Incidental costs
    
    
    (65
    )$
    (1,298
    )
   9




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##### Table of Contents



Parent Merger Sub SPMC
 Merger
  Cash
    
    $
    644Accounts receivable
    
    
    1,692Other current assets
    
    
    258Property and equipment
    
    
    5,385Other assets
    
    
    329Current liabilities
    
    
    (2,655
    )Long-term liabilities
    
    
    (4,305
    )$
    1,348
 5. Long-term Debt
  March 31,
    
    
    September 30,2009
    
    
    2008Note payable, secured by equipment, $4,558
payable monthly, including 8.25% interest
through September 2011
    
    $
    115
    
    
    $
    139Note payable, secured by equipment,
$13,456 payable monthly, including 8.75%
interest
    
    
    
    
    
    
    2498% Notes payable to prior shareholders for
stock repurchases, eleven notes
outstanding at September 30, 2008,
maturity dates ranging from 2008 through
2017
    
    
    283
    
    
    
    307Line of credit note secured by patient
accounts receivable, matures September
2009, interest is paid on a monthly basis
at Wall Street Journal Prime
    
    
    590
    
    
    
    590Note payable, collateralized by real
estate, equipment and furniture, $29,250
payable monthly including interest at the
Wall Street Journal Prime Rate
    
    
    3,275
    
    
    
    3,383Note payable, secured by equipment, $2,825
payable monthly, including 13.6% interest
through April 2010
    
    
    30
    
    
    
    45Note 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%
    
    
    3,493
    
    
    
    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%
    
    
    3,593
    
    
    
    
  10




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##### Table of Contents



March 31,
    
    
    September 30,2009
    
    
    2008Note payable secured by real estate,
$9,327 payable monthly, including interest
based on Wall Street Journal prime plus 2%
adjusted quarterly, floor of 7%, rate is
currently 7%
    
    
    1,123
    
    
    
    Note payable, secured by equipment, $2,660
payable monthly including 5.3% interest
through March 2013
    
    
    113
    
    
    
    As of September 30, 2008, the Company had
a note payable outstanding with principal
due of $4.4 million, bearing interest at
the Wall Street Journal Prime Rate
(Prime) plus 2%, maturing January 2009,
and collateralized by real estate.
    
    
    
    
    
    
    4,371Note payable, 5% interest payable
quarterly, matures on or before December
11, 2011
    
    
    1,500
    
    
    
    Note payable, non-interest bearing two
monthly payments of $50,000 remaining at
March 31, 2009
    
    
    100
    
    
    
    Capitalized lease obligations  five
leases for buildings and medical equipment
with imputed interest rates ranging from
4% to 17.2%, maturing at various dates
through 2013
    
    
    344
    
    
    
    515Note payable, secured by equipment, $2,413
payable monthly, including 7.04% interest
through March 2011
    
    
    52
    
    
    
    Note payable, secured by equipment, $5,116
payable monthly, including 7.05% interest
through March, 2011
    
    
    110
    
    
    
    Total
    
    
    14,721
    
    
    
    9,599Less current maturities of long-term debt
    
    
    (4,562
    )
    
    
    (4,144
    )Total long-term debt
    
    $
    10,159
    
    
    $
    5,455
 Quarter Ended March 31,
    
    Payments2010
    
    $
    4,5622011
    
    
    5982012
    
    
    1,9892013
    
    
    4752014
    
    
    404Thereafter
    
    
    6,693Total
    
    $
    14,721
 6. Minority Interests
    11




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7. Warrants
  Remaining
    
    
    ExerciseDescription
    
    Life
    
    
    Price
    
    
    WarrantsSeptember 30, 2007, Preferred Stock Series 5A
warrants issued to investor
    
    1  year
    
    $
    0.50
    
    
    
    726,000September 30, 2007 warrants issued to advisory board
    
    1  year
    
    
    0.45
    
    
    
    283,335September 30, 2008, warrants issued in connection
with notes payable
    
    2  years
    
    
    0.31
    
    
    
    1,980,000September 30, 2008, warrants issued in connection
with notes payable
    
    2  years
    
    
    0.50
    
    
    
    1,237,500September 30, 2008, Preferred Stock Series 5A
warrants issued to investor and placement agent
    
    2  years
    
    
    0.50
    
    
    
    2,736,000September 30, 2008, Preferred Stock Series 6A
warrants issued to investor
    
    2  years
    
    
    0.50
    
    
    
    3,589,200September 30, 2008, Preferred Stock Series 5A
warrants issued to placement agent
    
    4  years
    
    
    0.50
    
    
    
    436,250September 30, 2008, warrants issued to advisory board
    
    2  years
    
    
    0.45
    
    
    
    714,285February 6, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.50
    
    
    
    1,125,000February 6, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.75
    
    
    
    750,000March 3, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.50
    
    
    
    375,000March 3, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.75
    
    
    
    250,000March 31, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.50
    
    
    
    112,500March 31, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.75
    
    
    
    75,000March 16, 2009 warrants issued to advisory board
    
    3  years
    
    
    0.63
    
    
    
    41,66714,431,737
  Weighted-AverageNumber of Shares of Common Stock
    
    
    Exercise Price Per ShareThree monthsended
    
    
    Year endedMarch 31,
    
    
    September 30,
    
    
    March 31,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Warrants
outstanding at
beginning of the
period
    
    
    11,795,035
    
    
    
    2,868,700
    
    
    $
    0.46
    
    
    $
    0.48Issued
    
    
    2,812,500
    
    
    
    10,744,035
    
    
    
    0.60
    
    
    
    0.46Exercised
    
    
    
    
    
    
    970,300
    
    
    
    
    
    
    
    0.46Cancelled or expired
    
    
    
    
    
    
    847,400
    
    
    
    
    
    
    
    0.47Warrants
outstanding at end
of the period
    
    
    14,607,535
    
    
    
    11,795,035
    
    
    $
    0.47
    
    
    $
    0.46
   12




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##### Table of Contents



8. Stock Options
   Weighted-AverageNumber of Options
    
    
    Exercise Price Per ShareMar. 31, 2009
    
    
    Sep. 30, 2008
    
    
    Mar. 31, 2009
    
    
    Sep. 30, 2008Options outstanding
at beginning of the
period
    
    
    7,333,750
    
    
    
    483,750
    
    
    $
    0.59
    
    
    $
    0.42Granted at above fair
market value
    
    
    500,000
    
    
    
    
    
    
    
    0.63
    
    
    
     at fair market
value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     at below fair
market value
    
    
    
    
    
    
    6,850,000
    
    
    
    
    
    
    
    0.60Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (330,000
    )
    
    
    
    
    
    
    0.32
    
    
    
    Options outstanding
at end of the period
    
    
    7,503,750
    
    
    
    7,333,750
    
    
    $
    0.60
    
    
    $
    0.59Options
vested/exercisable
at end of the period
    
    
    875,000
    
    
    
    513,750
    
    
    $
    0.41
    
    
    $
    0.3125
 9. Completion of Bridge Financing
 Bridge Financing
 SMP Ciabattoni Bridge
Notes Bridge Lender Bridge Lenders
  13




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Bridge Financing
Maturity Date
    Securities Act
 Second Bridge Notes Second Bridge Lenders
 Second Bridge
Maturity Date
    14




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##### Table of Contents



10. Subsequent Events
 Darras Darras Note SFV SFV Note Katz Katz Note Third Bridge Note Third Bridge Notes Third
Bridge Lender Third Bridge Lenders
 Third Bridge Maturity
Dates
   Plan Options Optionees Shares
   15




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##### Table of Contents



Unregistered Sales of Equity Securities
 Second
Bridge Warrants
 Third Bridge
Warrants
   16




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##### Table of Contents



Item 2.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD LOOKING STATEMENTS
 Form 10-Q SEC
 OVERVIEW
 www.tig3.com
  Board of Directors
  RECENT DEVELOPMENTS
 Acquisition of Remaining Membership Interest in Our Indirect Subsidiary
 RHA SPMC
  17




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##### Table of Contents



Appointment of Executive Officers of Our Indirect Subsidiary
  Exercise of Warrants
   Departure of Chief Financial Officer and Director
  Appointment of New Chief Financial Officer
 Tatum
  Completion of Bridge Financing
 Bridge Financing
  18




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##### Table of Contents



SMP Ciabattoni Bridge
Notes Bridge Lender Bridge Lenders
 Maturity Date
     Second Bridge Notes Second Bridge
Lenders
 Second Bridge
Maturity Date
   19




---



##### Table of Contents



Subsequent Events
 Darras Darras Note SFV SFV Note Katz Katz Note Note Third Bridge Notes Third Bridge Lender Third Bridge Lenders
 Third Bridge Maturity
Dates
   Plan Options Optionees Shares
  Unregistered Sales of Equity Securities
 Second Bridge Warrants
  20




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##### Table of Contents



Third Bridge
Warrants
  CURRENT OPERATIONS
  Del Mar ASC
   STRATEGY
 ASCs
  21




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##### Table of Contents



22




---



##### Table of Contents



RESULTS OF OPERATIONS
 MATERIAL CHANGES IN RESULTS OF OPERATIONS
           MATERIAL CHANGES IN FINANCIAL CONDITION  AT MARCH 31, 2009, COMPARED TO SEPTEMBER 30, 2008:
      23




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
       24




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##### Table of Contents



OFF-BALANCE SHEET FINANCING
  
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4T. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  25




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##### Table of Contents



PART II
OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
  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 Companys Form 8-K,
as filed with the SEC on November 14, 2000)3.2
    *
    
    Bylaws (filed as Exhibit 3.2 to the November 14, 2000 Form 8-K)3.3
    *
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as
Exhibit 3.3 to the Companys Form 8-K, as filed with the SEC on January 23, 2002)3.4
    *
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as
Exhibit 3.1 to the Companys Form 10-Q for the period ending October 31, 2002, as filed
with the SEC on December 5, 2002)3.5
    *
    
    Certificate of Amendment to Certificate of Incorporation, dated December 16,
2005 (filed as Exhibit 3.5 to the Companys Form 10-Q for the period ending October 31,
2005, as filed with the SEC on December 20, 2005)4.1
    *
    
    Certificate of Designation of Series 1-A Convertible Preferred Stock (filed as
Exhibit 4.2 to Form 8-K, as filed with the SEC on September 26, 2000)4.2
    *
    
    Certificate of Designation of Series 2-A Convertible Preferred Stock (filed as
Exhibit 4.1 to the Form 8-K, as filed with the SEC on September 26, 2000)4.3
    *
    
    Amended Certificate of Designation of Series 1-A Convertible Preferred Stock
(filed as Exhibit 99.2 to the Form 13D, as filed with the SEC on November 24, 2000)4.4
    *
    
    Certificate of Designations of Rights and Preferences of Series 5-A Convertible
Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on
July 21, 2005)4.5
    *
    
    Certificate of Amendment to the Certificate of Designations of Rights and
Preferences of Series 5-A Convertible Preferred Stock (filed as Exhibit 4.2 to the Form
10-Q, as filed with the SEC on May 20, 2008)4.6
    *
    
    Certificate of Designations of Rights and Preferences of Series 6-A Convertible
Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on April
3, 2008)
  26




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##### Table of Contents



4.7
    *
    
    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)4.8
    *
    
    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).4.9
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of July 7,
2005, by and among VSource, Inc. and the investors listed therein (filed as Exhibit 4.1
to the Form 8-K, as filed with the SEC on July 21, 2005)4.10
    *
    
    Form of VSource, Inc. Common Stock Purchase Warrant (filed as Exhibit 4.2 to
the Form 8-K, as filed with the SEC on July 21, 2005)4.11
    *
    
    Form of VSource, Inc. Common Stock Purchase Warrant issuable to Advisory Board
members (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on August 23,
2005)4.12
    *
    
    Amended and Restated Articles of Organization (filed as Exhibit 4.1 to the
Form 8-K, as filed with the SEC on November 5, 2007)4.13
    *
    
    Amended and Restated Operating Agreement (filed as Exhibit 4.2 to the Form
8-K, as filed with the SEC on November 5, 2007)10.1
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit
10.1 to the Form 8-K, filed with the SEC on January 22, 2008)10.2
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, filed with the SEC on
January 22, 2008)10.3
    *
    
    Form of Advisory Board Warrant (filed as Exhibit 10.1 to the Form 8-K, filed
with the SEC on March 26, 2008)10.4
    *
    
    Series 6-A Preferred Stock and Warrants Purchase Agreement, dated as of March
31, 2008 by and among Tri-Isthmus Group, Inc. and the investors listed on Exhibit A, as
attached (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 3,
2008)10.5
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on April 3, 2008)10.6
    *
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on April 3, 2008)10.7
    *
    
    Agreement and Plan of Merger, dated as of March 19, 2008, by and among RHA
Anadarko, LLC, an Oklahoma limited liability company (the Parent), SPMC
Acquisition Corporation, an Oklahoma corporation and wholly-owned subsidiary of Parent,
Southern Plains Medical Center, Inc., an Oklahoma corporation (the Target),
and each of the shareholders of Target (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on April 30, 2008)10.8
    *
    
    Escrow Agreement, dated as of March 19, 2008, by and among RHA Anadarko, LLC,
an Oklahoma limited liability company (together with any successor, the
Parent), SPMC Acquisition Company, an Oklahoma corporation and a wholly owned
subsidiary of Parent, Southern Plains Medical Center, Inc., an Oklahoma corporation
(the Target), each of the shareholders of Target and Compass Bank, as escrow
agent (filed as Exhibit C to Exhibit 10.1 to the Form 8-K, as filed with the SEC on
April 30, 2008)10.9
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as
Exhibit 10.1 to the Form 8-K, as filed with the SEC on May 7, 2008)10.10
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on May
7, 2008)10.11
    *
    
    Form of Letter Agreement (filed as Exhibit 10.3 to the Form 8-K, as filed with the
SEC on May 7, 2008)10.12
    *
    
    Employment Agreement by and between Tri-Isthmus Group, Inc. and David Hirschhorn,
dated as of July 1, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC
on July 7, 2008)10.13
    *
    
    Form of Option Grant Agreement by and between David Hirschhorn and Tri-Isthmus Group,
Inc., dated as of July 1, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on July 7, 2008)10.14
    *
    
    Employment Agreement by and between Thomas Rice and Rural Hospital Acquisition, LLC,
dated as of November 10, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the
SEC on November 14, 2008)10.15
    *
    
    Option Grant Agreement by and between Thomas Rice and Tri-Isthmus Group, Inc., dated
as of November 10, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC
on November 14, 2008)10.16
    *
    
    Form of Membership Interest Purchase Agreement, dated December 11, 2008, among
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc.,
RHA Stroud, LLC, RHA Tishomingo, LLC, RHA Anadarko, Carol Schuster and Michael
Schuster (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on December
17, 2008)
  27




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##### Table of Contents



10.17
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Anadarko, LLC,
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc., RHA Stroud, LLC, RHA Tishomingo, LLC, TSG Physicians Group,
LLC, and Canadian State Bank (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on December 17, 2008)10.18
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Stroud, LLC,
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc., RHA Anadarko, LLC, RHA Tishomingo, LLC, TSG Physicians
Group, LLC, and Valliance Bank (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on December 17, 2008)10.19
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Stroud, LLC,
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc., RHA Anadarko, LLC, RHA Tishomingo, LLC, TSG Physicians
Group, LLC, and Valliance Bank (filed as Exhibit 10.4 to the Form 8-K, as filed with
the SEC on December 17, 2008)10.20
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Anadarko, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.5 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.21
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Stroud, LLC, in favor of
Valliance Bank (filed as Exhibit 10.6 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.22
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Tishomingo, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.7 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.23
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.8 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.24
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Stroud, LLC, in favor of
Valliance Bank (filed as Exhibit 10.9 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.25
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.10 to the Form 8-K, as filed with the SEC
on December 17, 2008)10.26
    *
    
    Form of Promissory Note, dated December 11, 2008, by Rural Hospital Acquisition, LLC,
in favor of Carol Schuster (filed as Exhibit 10.11 to the Form 8-K, as filed with the
SEC on December 17, 2008)10.27
    *
    
    Form of Guaranty of Tri-Isthmus Group, Inc., dated December 11, 2008, in favor of
Carol Schuster (filed as Exhibit 10.12 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.28
    *
    
    Purchase and Sale of Obligation Agreement, dated as of May 24, 2005, by and among
Vsource, Inc. and Symphony House Berhad (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on May 27, 2005)10.29
    *
    
    Consulting and Non-Competition Agreement, dated as of July 18, 2005, by and between
Vsource, Inc. and Dennis M. Smith (filed as Exhibit 10.1 to the Form 8-K, as filed with
the SEC on July 21, 2005)10.30
    *
    
    Loan Agreement, dated as of July 29, 2005, between Clinicis-Phoenix Surgery, LLC and
Vsource (USA) Inc. (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on
August 9, 2005)10.31
    *
    
    Secured Promissory Note, dated as of July 29, 2005, executed by Clinicis-Phoenix
Surgery, LLC. (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on August
9, 2005)10.32
    *
    
    Stock Pledge Agreement, dated as of July 29, 2005, between Donald A. Cook and Vsource
(USA) Inc. (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on August 9,
2005)10.33
    *
    
    Inducement Agreement, dated as of July 29, 2005, between Vsource, Inc. and Clinicis,
Inc. (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on August 9, 2005)10.34
    
    
    Employment and Non-Competition Agreement, dated as of July 18, 2005, between
David Hirschhorn and Vsource (USA) Inc. (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on August 23, 2005)10.35
    *
    
    Employment and Non-Competition Agreement, dated as of July 18, 2005, between Todd
Parker and Vsource (USA) Inc. (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on August 23, 2005)10.36
    *
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and among
Del Mar GenPar, Inc. and Del Mar Acquisition, Inc., as the buyers; Surgical Ventures,
Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit 10.1 to the Form 8-K,
as filed with the SEC on December 7, 2005)10.37
    *
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and among
Point Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the buyers; Surgical
Ventures, Inc., as the seller;
and David M. Kupfer, M.D. (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on December 7, 2005)
  28




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##### Table of Contents



10.38
    *
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March 13,
2006, by and among Del Mar GenPar, Inc. and Del Mar Acquisition, Inc., as the buyers;
Surgical Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit
10.3 to the Form 8-K, as filed with the SEC on March 16, 2006)10.39
    *
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March 13,
2006, by and among Point Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the
buyers; Surgical Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as
Exhibit 10.4 to the Form 8-K, as filed with the SEC on March 16, 2006)10.40
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of September, 18,
2006, by and among Tri-Isthmus Group, Inc. and certain Series 5-A Preferred Stock
Investors (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on September 22,
2006)10.41
    *
    
    Form of Common Stock Purchase Warrant (filed as Exhibit 4.2 to the Form 8-K, as filed
with the SEC on September 22, 2006)10.42
    *
    
    Form of First Group Notes (filed as Exhibit 10.1 to the Form 8-K, as filed with the
SEC on November 2, 2007)10.43
    *
    
    Form of Second Group Notes (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on November 2, 2007)10.44
    *
    
    Form of First Group Warrants (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on November 2, 2007)10.45
    *
    
    Form of Second Group Warrants (filed as Exhibit 10.4 to the Form 8-K, as filed with
the SEC on November 2, 2007)10.46
    *
    
    Form of Limited Guaranty by Tri-Isthmus (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on November 5, 2007)10.47
    *
    
    Form of Convertible Promissory Note Issued in Favor of SMP Investments I, LLC (filed
as Exhibit 10.1 to the Form 8-K, as filed with the SEC on February 13, 2009)10.48
    *
    
    Form of Convertible Promissory Note Issued in Favor of Anthony J. Ciabattoni, Trustee
of the Ciabattoni Living Trust dated August 17, 2000 (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on February 13, 2009)10.49
    *
    
    Form of Warrant No. 108 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC
on February 13, 2009)10.50
    *
    
    Form of Warrant No. 109 (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC
on February 13, 2009)10.51
    *
    
    Form of Warrant No. 110 (filed as Exhibit 10.5 to the Form 8-K, as filed with the SEC
on February 13, 2009)10.52
    *
    
    Form of Warrant No. 111 (filed as Exhibit 10.6 to the Form 8-K, as filed with the SEC
on February 13, 2009)10.53
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on March 5, 2009)10.54
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on March 5, 2009)10.55
    *
    
    Form of Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on March 5, 2009)10.56
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on April 20, 2009)10.57
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on April 20, 2009)10.58
    *
    
    Form of Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on April 20, 2009)19.1
    *
    
    Annual Report on Form 10-K for the fiscal year ended September 30, 2008 (filed
with the SEC on January 13, 2009)31.1
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193431.2
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193432.1
    
    
    Certification Pursuant to 18 U.S.C. 135032.2
    
    
    Certification Pursuant to 18 U.S.C. 1350
  29




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##### Table of Contents



SIGNATURES
  Date: May 15, 2009
    

Tri-Isthmus Group, Inc.(Registrant)By:
    
    /s/ David Hirschhorn

David HirschhornChief Executive Officer(Principal Executive Officer)Date: May 15, 2009
    
    
    
    /s/ Donald C. Parkerson

Donald C. ParkersonChief Financial Officer(Principal Financial Officer)
  30




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##### Table of Contents



EXHIBIT INDEX
 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 Companys Form 8-K,
as filed with the SEC on November 14, 2000)3.2
    *
    
    Bylaws (filed as Exhibit 3.2 to the November 14, 2000 Form 8-K)3.3
    *
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as
Exhibit 3.3 to the Companys Form 8-K, as filed with the SEC on January 23, 2002)3.4
    *
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as
Exhibit 3.1 to the Companys Form 10-Q for the period ending October 31, 2002, as filed
with the SEC on December 5, 2002)3.5
    *
    
    Certificate of Amendment to Certificate of Incorporation, dated December 16,
2005 (filed as Exhibit 3.5 to the Companys Form 10-Q for the period ending October 31,
2005, as filed with the SEC on December 20, 2005)4.1
    *
    
    Certificate of Designation of Series 1-A Convertible Preferred Stock (filed as
Exhibit 4.2 to Form 8-K, as filed with the SEC on September 26, 2000)4.2
    *
    
    Certificate of Designation of Series 2-A Convertible Preferred Stock (filed as
Exhibit 4.1 to the Form 8-K, as filed with the SEC on September 26, 2000)4.3
    *
    
    Amended Certificate of Designation of Series 1-A Convertible Preferred Stock
(filed as Exhibit 99.2 to the Form 13D, as filed with the SEC on November 24, 2000)4.4
    *
    
    Certificate of Designations of Rights and Preferences of Series 5-A Convertible
Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on
July 21, 2005)4.5
    *
    
    Certificate of Amendment to the Certificate of Designations of Rights and
Preferences of Series 5-A Convertible Preferred Stock (filed as Exhibit 4.2 to the Form
10-Q, as filed with the SEC on May 20, 2008)4.6
    *
    
    Certificate of Designations of Rights and Preferences of Series 6-A Convertible
Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on April
3, 2008)4.7
    *
    
    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)4.8
    *
    
    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).4.9
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of July 7,
2005, by and among VSource, Inc. and the investors listed therein (filed as Exhibit 4.1
to the Form 8-K, as filed with the SEC on July 21, 2005)4.10
    *
    
    Form of VSource, Inc. Common Stock Purchase Warrant (filed as Exhibit 4.2 to
the Form 8-K, as filed with the SEC on July 21, 2005)4.11
    *
    
    Form of VSource, Inc. Common Stock Purchase Warrant issuable to Advisory Board
members (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on August 23,
2005)4.12
    *
    
    Amended and Restated Articles of Organization (filed as Exhibit 4.1 to the
Form 8-K, as filed with the SEC on November 5, 2007)4.13
    *
    
    Amended and Restated Operating Agreement (filed as Exhibit 4.2 to the Form
8-K, as filed with the SEC on November 5, 2007)10.1
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit
10.1 to the Form 8-K, filed with the SEC on January 22, 2008)10.2
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, filed with the SEC on
January 22, 2008)10.3
    *
    
    Form of Advisory Board Warrant (filed as Exhibit 10.1 to the Form 8-K, filed
with the SEC on March 26, 2008)10.4
    *
    
    Series 6-A Preferred Stock and Warrants Purchase Agreement, dated as of March
31, 2008 by and among Tri-Isthmus Group, Inc. and the investors listed on Exhibit A, as
attached (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 3,
2008)10.5
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on April 3, 2008)10.6
    *
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on April 3, 2008)10.7
    *
    
    Agreement and Plan of Merger, dated as of March 19, 2008, by and among RHA
Anadarko, LLC, an Oklahoma limited liability company (the Parent), SPMC
Acquisition Corporation, an Oklahoma corporation and wholly-owned subsidiary of Parent,
Southern Plains Medical Center, Inc., an Oklahoma corporation (the Target),
and each of the shareholders of Target (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on April 30, 2008)
  31




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##### Table of Contents



10.8
    *
    
    Escrow Agreement, dated as of March 19, 2008, by and among RHA Anadarko, LLC,
an Oklahoma limited liability company (together with any successor, the
Parent), SPMC Acquisition Company, an Oklahoma corporation and a wholly owned
subsidiary of Parent, Southern Plains Medical Center, Inc., an Oklahoma corporation
(the Target), each of the shareholders of Target and Compass Bank, as escrow
agent (filed as Exhibit C to Exhibit 10.1 to the Form 8-K, as filed with the SEC on
April 30, 2008)10.9
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as
Exhibit 10.1 to the Form 8-K, as filed with the SEC on May 7, 2008)10.10
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on May
7, 2008)10.11
    *
    
    Form of Letter Agreement (filed as Exhibit 10.3 to the Form 8-K, as filed with the
SEC on May 7, 2008)10.12
    *
    
    Employment Agreement by and between Tri-Isthmus Group, Inc. and David Hirschhorn,
dated as of July 1, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC
on July 7, 2008)10.13
    *
    
    Form of Option Grant Agreement by and between David Hirschhorn and Tri-Isthmus Group,
Inc., dated as of July 1, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on July 7, 2008)10.14
    *
    
    Employment Agreement by and between Thomas Rice and Rural Hospital Acquisition, LLC,
dated as of November 10, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the
SEC on November 14, 2008)10.15
    *
    
    Option Grant Agreement by and between Thomas Rice and Tri-Isthmus Group, Inc., dated
as of November 10, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC
on November 14, 2008)10.16
    *
    
    Form of Membership Interest Purchase Agreement, dated December 11, 2008, among
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc.,
RHA Stroud, LLC, RHA Tishomingo, LLC, RHA Anadarko, Carol Schuster and Michael
Schuster (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on December
17, 2008)10.17
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Anadarko, LLC,
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc., RHA Stroud, LLC, RHA Tishomingo, LLC, TSG Physicians Group,
LLC, and Canadian State Bank (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on December 17, 2008)10.18
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Stroud, LLC,
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc., RHA Anadarko, LLC, RHA Tishomingo, LLC, TSG Physicians
Group, LLC, and Valliance Bank (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on December 17, 2008)10.19
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Stroud, LLC,
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians Community
Healthcare Services, Inc., RHA Anadarko, LLC, RHA Tishomingo, LLC, TSG Physicians
Group, LLC, and Valliance Bank (filed as Exhibit 10.4 to the Form 8-K, as filed with
the SEC on December 17, 2008)10.20
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Anadarko, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.5 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.21
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Stroud, LLC, in favor of
Valliance Bank (filed as Exhibit 10.6 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.22
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Tishomingo, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.7 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.23
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.8 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.24
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Stroud, LLC, in favor of
Valliance Bank (filed as Exhibit 10.9 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.25
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor
of Canadian State Bank (filed as Exhibit 10.10 to the Form 8-K, as filed with the SEC
on December 17, 2008)10.26
    *
    
    Form of Promissory Note, dated December 11, 2008, by Rural Hospital Acquisition, LLC,
in favor of Carol Schuster (filed as Exhibit 10.11 to the Form 8-K, as filed with the
SEC on December 17, 2008)10.27
    *
    
    Form of Guaranty of Tri-Isthmus Group, Inc., dated December 11, 2008, in favor of
Carol Schuster (filed as Exhibit 10.12 to the Form 8-K, as filed with the SEC on
December 17, 2008)
  32




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##### Table of Contents



10.28
    *
    
    Purchase and Sale of Obligation Agreement, dated as of May 24, 2005, by and among
Vsource, Inc. and Symphony House Berhad (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on May 27, 2005)10.29
    *
    
    Consulting and Non-Competition Agreement, dated as of July 18, 2005, by and between
Vsource, Inc. and Dennis M. Smith (filed as Exhibit 10.1 to the Form 8-K, as filed with
the SEC on July 21, 2005)10.30
    *
    
    Loan Agreement, dated as of July 29, 2005, between Clinicis-Phoenix Surgery, LLC and
Vsource (USA) Inc. (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on
August 9, 2005)10.31
    *
    
    Secured Promissory Note, dated as of July 29, 2005, executed by Clinicis-Phoenix
Surgery, LLC. (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on August
9, 2005)10.32
    *
    
    Stock Pledge Agreement, dated as of July 29, 2005, between Donald A. Cook and Vsource
(USA) Inc. (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on August 9,
2005)10.33
    *
    
    Inducement Agreement, dated as of July 29, 2005, between Vsource, Inc. and Clinicis,
Inc. (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on August 9, 2005)10.34
    
    
    Employment and Non-Competition Agreement, dated as of July 18, 2005, between
David Hirschhorn and Vsource (USA) Inc. (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on August 23, 2005)10.35
    *
    
    Employment and Non-Competition Agreement, dated as of July 18, 2005, between Todd
Parker and Vsource (USA) Inc. (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on August 23, 2005)10.36
    *
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and among
Del Mar GenPar, Inc. and Del Mar Acquisition, Inc., as the buyers; Surgical Ventures,
Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit 10.1 to the Form 8-K,
as filed with the SEC on December 7, 2005)10.37
    *
    
    Partnership Interest Purchase Agreement, dated as of December 2, 2005, by and among
Point Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the buyers; Surgical
Ventures, Inc., as the seller;
and David M. Kupfer, M.D. (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on December 7, 2005)10.38
    *
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March 13,
2006, by and among Del Mar GenPar, Inc. and Del Mar Acquisition, Inc., as the buyers;
Surgical Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as Exhibit
10.3 to the Form 8-K, as filed with the SEC on March 16, 2006)10.39
    *
    
    First Amendment to Partnership Interest Purchase Agreement, dated as of March 13,
2006, by and among Point Loma GenPar, Inc. and Point Loma Acquisition, Inc., as the
buyers; Surgical Ventures, Inc., as the seller; and David M. Kupfer, M.D. (filed as
Exhibit 10.4 to the Form 8-K, as filed with the SEC on March 16, 2006)10.40
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of September, 18,
2006, by and among Tri-Isthmus Group, Inc. and certain Series 5-A Preferred Stock
Investors (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on September 22,
2006)10.41
    *
    
    Form of Common Stock Purchase Warrant (filed as Exhibit 4.2 to the Form 8-K, as filed
with the SEC on September 22, 2006)10.42
    *
    
    Form of First Group Notes (filed as Exhibit 10.1 to the Form 8-K, as filed with the
SEC on November 2, 2007)10.43
    *
    
    Form of Second Group Notes (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on November 2, 2007)10.44
    *
    
    Form of First Group Warrants (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on November 2, 2007)10.45
    *
    
    Form of Second Group Warrants (filed as Exhibit 10.4 to the Form 8-K, as filed with
the SEC on November 2, 2007)10.46
    *
    
    Form of Limited Guaranty by Tri-Isthmus (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on November 5, 2007)10.47
    *
    
    Form of Convertible Promissory Note Issued in Favor of SMP Investments I, LLC (filed
as Exhibit 10.1 to the Form 8-K, as filed with the SEC on February 13, 2009)10.48
    *
    
    Form of Convertible Promissory Note Issued in Favor of Anthony J. Ciabattoni, Trustee
of the Ciabattoni Living Trust dated August 17, 2000 (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on February 13, 2009)10.49
    *
    
    Form of Warrant No. 108 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC
on February 13, 2009)10.50
    *
    
    Form of Warrant No. 109 (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC
on February 13, 2009)
  33




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##### Table of Contents



10.51
    *
    
    Form of Warrant No. 110 (filed as Exhibit 10.5 to the Form 8-K, as filed with the SEC
on February 13, 2009)10.52
    *
    
    Form of Warrant No. 111 (filed as Exhibit 10.6 to the Form 8-K, as filed with the SEC
on February 13, 2009)10.53
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on March 5, 2009)10.54
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on March 5, 2009)10.55
    *
    
    Form of Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on March 5, 2009)10.56
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on April 20, 2009)10.57
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on April 20, 2009)10.58
    *
    
    Form of Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on April 20, 2009)19.1
    *
    
    Annual Report on Form 10-K for the fiscal year ended September 30, 2008 (filed
with the SEC on January 13, 2009)31.1
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193431.2
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193432.1
    
    
    Certification Pursuant to 18 U.S.C. 135032.2
    
    
    Certification Pursuant to 18 U.S.C. 1350
 
 *
    
    Previously filed with the SEC as indicated, and hereby incorporated herein by reference.  34