##### 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 December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-30326
 FIRST PHYSICIANS CAPITAL GROUP, INC.
  DELAWARE
    
    77-0557617(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)433 North Camden Drive #810Beverly 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)
  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 þ
 Number of shares of common stock outstanding as of February 17, 2011
    
    15,143,001




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##### 



TABLE OF CONTENTS
 PagePART I
    
    
    1FINANCIAL INFORMATION
    
    
    1Item 1. FINANCIAL STATEMENTS
    
    
    1Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    17RESULTS OF OPERATIONS
    
    
    22MATERIAL CHANGES IN RESULTS OF OPERATIONS
    
    
    22MATERIAL CHANGES IN FINANCIAL CONDITION  AT DECEMBER 31, 2010, COMPARED TO SEPTEMBER 30, 2010:
    
    
    23LIQUIDITY AND CAPITAL RESOURCES
    
    
    24OFF-BALANCE SHEET ARRANGEMENTS
    
    
    25Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    25Item 4. CONTROLS AND PROCEDURES
    
    
    25PART II OTHER INFORMATION
    
    
    26Item 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. [REMOVED AND RESERVED]
    
    
    26Item 5. OTHER INFORMATION
    
    
    26Item 6. EXHIBITS
    
    
    26SIGNATURES
    
    
    34EXHIBIT INDEX
    
    
    35Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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##### Table of Contents



PART I
 
 FINANCIAL INFORMATION
 
 Item 1.
    
    FINANCIAL STATEMENTS
 FIRST PHYSICIANS CAPITAL GROUP, INC.
 December 31,
    
    
    September 30,2010
    
    
    2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    807
    
    
    $
    1,662Accounts receivable, net of allowance for uncollectible accounts
    
    
    3,473
    
    
    
    3,641Prepaid expenses
    
    
    374
    
    
    
    122Other current assets
    
    
    1,008
    
    
    
    892Assets held for sale
    
    
    1,974
    
    
    
    1,980Total current assets
    
    
    7,636
    
    
    
    8,297Property and equipment, net
    
    
    15,540
    
    
    
    15,862Goodwill
    
    
    759
    
    
    
    759Other assets
    
    
    678
    
    
    
    812Total assets
    
    $
    24,613
    
    
    $
    25,730LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    4,944
    
    
    $
    4,062Accrued expenses
    
    
    3,164
    
    
    
    3,268Current maturities of long-term debt
    
    
    2,131
    
    
    
    2,220Liabilities of operations held for sale
    
    
    1,910
    
    
    
    1,828Total current liabilities
    
    
    12,149
    
    
    
    11,378Long-term debt, net of current portion
    
    
    15,112
    
    
    
    15,520Deferred gain
    
    
    1,683
    
    
    
    1,705Total liabilities
    
    
    28,944
    
    
    
    28,603
  1




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FIRST PHYSICIANS CAPITAL GROUP, INC.
 December 31,
    
    
    September 30,2010
    
    
    2010(Unaudited)Commitments and contingenciesNon-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 December
31, 2010 and September 30, 2010)
    
    
    166
    
    
    
    166Preferred stock Series 2-A ($0.01 par value, 1,672,328 shares
authorized; 3,900 shares issued and outstanding as of December
31, 2010 and September 30, 2010)
    
    
    25
    
    
    
    25Total non-redeemable preferred stock
    
    
    191
    
    
    
    191Redeemable preferred stock:Preferred stock Series 5-A ($0.01 par value, 5,000,000 shares
authorized; 9,000 shares issued and outstanding as of December
31, 2010 and September 30, 2010 )
    
    
    7,832
    
    
    
    7,832Preferred stock Series 6-A ($0.01 par value, 5,000 shares
authorized; 4,875 shares issued and outstanding as of December
31, 2010 and September 30, 2010)
    
    
    4,381
    
    
    
    4,381Total redeemable preferred stock
    
    
    12,213
    
    
    
    12,213Common stock ($0.01 par value, 100,000,000 shares authorized;
15,049,507 shares issued and outstanding as of December 31, 2010
and September 30, 2010)
    
    
    153
    
    
    
    153Additional paid-in capital
    
    
    79,493
    
    
    
    79,235Accumulated deficit
    
    
    (97,339
    )
    
    
    (95,666
    )Treasury stock, at cost (149,744 shares as of December 31, 2010
and September 30, 2010)
    
    
    (104
    )
    
    
    (104
    )Total First Physicians Capital Group stockholders deficit
    
    
    (17,797
    )
    
    
    (16,382
    )Non-controlling interests
    
    
    1,062
    
    
    
    1,105Total stockholders deficit
    
    
    (16,735
    )
    
    
    (15,277
    )Total liabilities, preferred stock and stockholders deficit
    
    $
    24,613
    
    
    $
    25,730
   2




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FIRST PHYSICIANS CAPITAL GROUP, INC.
    Three months endedDecember 31,
    
    
    December 31,2010
    
    
    2009Revenue from services
    
    $
    7,861
    
    
    $
    9,402Costs and expenses:Selling, general and administrative expenses
    
    
    7,354
    
    
    
    8,743Provision for doubtful accounts
    
    
    1,002
    
    
    
    1,506Amortization of stock-based compensation
    
    
    258
    
    
    
    278Depreciation and amortization
    
    
    322
    
    
    
    290Total costs and expenses
    
    
    8,936
    
    
    
    10,817Operating loss
    
    
    (1,075
    )
    
    
    (1,415
    )Other income
    
    
    19
    
    
    
    436Interest expense
    
    
    (355
    )
    
    
    (684
    )Net loss from continuing operations before taxation,
non-controlling interests and
non-cash beneficial conversion feature
    
    
    (1,411
    )
    
    
    (1,663
    )Taxation
    
    
    
    
    
    
    Net loss from continuing operations
    
    
    (1,411
    )
    
    
    (1,663
    )Net income attributable to non-controlling interests
    
    
    (120
    )
    
    
    (180
    )Net loss from continuing operations attributable to
First Physicians Capital Group
    
    
    (1,531
    )
    
    
    (1,843
    )Non-cash beneficial conversion feature preferred dividend
    
    
    
    
    
    
    (47
    )Net loss from continuing operations attributable to First
Physicians Capital Group common stockholders
    
    
    (1,531
    )
    
    
    (1,890
    )Discontinued operations
    
    
    (142
    )
    
    
    (274
    )Net loss attributable to First Physicians Capital Group
common stockholders
    
    $
    (1,673
    )
    
    $
    (2,164
    )Net loss per common share:Basic:Net loss from continuing operations
    
    $
    (0.10
    )
    
    $
    (0.13
    )Discontinued operations
    
    
    (0.01
    )
    
    
    (0.02
    )Net loss
    
    $
    (0.11
    )
    
    $
    (0.15
    )Diluted
    
    
    N/A
    
    
    
    N/A
   3




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FIRST PHYSICIANS CAPITAL GROUP, INC.
    Three months endedDecember 31,
    
    
    December, 312010
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (1,673
    )
    
    $
    (2,117
    )Adjustments to reconcile net loss to net cash used in operating activities:Non-controlling interest
    
    
    120
    
    
    
    180Depreciation and amortization
    
    
    322
    
    
    
    290Amortization of stock based compensation
    
    
    258
    
    
    
    278Amortization of debt discount
    
    
    
    
    
    
    359Amortization of deferred gain on sale of assets
    
    
    (22
    )
    
    
    Bad debt provision
    
    
    1,002
    
    
    
    1,506Changes in working capital components:Accounts receivable
    
    
    (835
    )
    
    
    (1,115
    )Accounts payable and accrued expenses
    
    
    778
    
    
    
    (371
    )Other
    
    
    (382
    )
    
    
    7Discontinued operations
    
    
    97
    
    
    
    114Net cash used in operating activities
    
    
    (335
    )
    
    
    (869
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    
    
    
    
    (46
    )Increase in restricted cash
    
    
    
    
    
    
    (1
    )Discontinued operations
    
    
    
    
    
    
    (33
    )Net cash used in investing activities
    
    
    
    
    
    
    (80
    )Cash flows from financing activities:Repayment of long-term debt
    
    
    (347
    )
    
    
    (354
    )Distributions to non-controlling interests
    
    
    (163
    )
    
    
    (112
    )Proceeds from exercise of stock warrants
    
    
    
    
    
    
    389Issuance of common stock
    
    
    
    
    
    
    100Issuance of preferred stock Series 5-A, net of costs
    
    
    
    
    
    
    13Issuance of preferred stock Series 6-A, net of costs
    
    
    
    
    
    
    43Proceeds from long-term debt
    
    
    
    
    
    
    129Discontinued operations
    
    
    (10
    )
    
    
    (9
    )Net cash provided by (used in) financing activities
    
    
    (520
    )
    
    
    199Net decrease in cash and cash equivalents
    
    
    (855
    )
    
    
    (750
    )Cash and cash equivalents at beginning of period
    
    
    1,662
    
    
    
    2,305Cash and cash equivalents at end of period
    
    $
    807
    
    
    $
    1,555Cash paid for interest
    
    $
    312
    
    
    $
    334
  4




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5




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FIRST PHYSICIANS CAPITAL GROUP, INC.
 1. Summary of Significant Accounting Policies
 Basis of Presentation
 Company we us our Form 10-K SEC Fiscal Year Ended September 30, 2010
    Future Funding
     Reclassifications
   6




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Critical Accounting Policies
  Recent Accounting Pronouncements
  Fair Value of Financial Instruments
  2. Discontinued Operations
   7




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Three Months endedDecember 31,
    
    
    December 31,2010
    
    
    2009Revenue from services
    
    $
    886
    
    
    $
    926Costs and expenses:Selling, general and administrative expenses
    
    
    826
    
    
    
    972Provision for doubtful accounts
    
    
    152
    
    
    
    177Depreciation and amortization
    
    
    29
    
    
    
    29Total costs and expenses
    
    
    1,007
    
    
    
    1,178Operating loss
    
    
    (121
    )
    
    
    (252
    )Interest expense
    
    
    (21
    )
    
    
    (22
    )Loss before income taxes
    
    
    (142
    )
    
    
    (274
    )Taxation
    
    
    
    
    
    
    Total discontinued operations
    
    $
    (142
    )
    
    $
    (274
    )
  December 31,
    
    
    December 31,2010
    
    
    2009Current assets
    
    $
    251
    
    
    $
    228Non-current assets
    
    
    1,723
    
    
    
    1,752Total assets
    
    
    1,974
    
    
    
    1,980Current liabilities
    
    
    803
    
    
    
    711Non-current liabilities
    
    
    1,107
    
    
    
    1,117Total liabilities
    
    
    1,910
    
    
    
    1,828$
    64
    
    
    $
    152
  8




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3. Net Loss Per Share
 Three Months ended(in thousands)December 31,
    
    
    December 31,2010
    
    
    2009Numerator for basic and diluted loss per share:Net loss attributable to common stockholders
    
    $
    (1,673
    )
    
    $
    (2,164
    )Denominator for basic loss per share  weighted average shares
    
    
    15,049,507
    
    
    
    14,182,308Effect of dilutive shares:Employee stock options
    
    
    N/A
    
    
    
    N/APreferred stock
    
    
    N/A
    
    
    
    N/AWarrants
    
    
    N/A
    
    
    
    N/ANet loss per common share:Basic and diluted
    
    $
    (0.11
    )
    
    $
    (0.15
    )
  4. Accounts Receivable
  December 31,
    
    
    September 30,2010
    
    
    2010Gross patient accounts receivable
    
    $
    24,931
    
    
    $
    23,365Reserves for bad debt
    
    
    (7,960
    )
    
    
    (5,049
    )Reserves for contractual allowances
    
    
    (13,498
    )
    
    
    (14,675
    )Patient accounts receivable, net
    
    $
    3,473
    
    
    $
    3,641
 5. Other Current Assets
  December 31,
    
    
    September 30,2010
    
    
    2010Deposits
    
    $
    235
    
    
    $
    105Medical supplies
    
    
    455
    
    
    
    452Other receivables
    
    
    318
    
    
    
    335Total other current assets
    
    $
    1,008
    
    
    $
    892
  9




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6. Property and Equipment
  December 31,
    
    
    September 30,2010
    
    
    2010Computer hardware
    
    $
    79
    
    
    $
    79Furniture, fixtures and medical equipment
    
    
    4,270
    
    
    
    4,270Land
    
    
    929
    
    
    
    929Buildings
    
    
    13,329
    
    
    
    13,329Leasehold improvements
    
    
    920
    
    
    
    920Accumulated depreciation
    
    
    (3,987
    )
    
    
    (3,665
    )Property and equipment, net
    
    $
    15,540
    
    
    $
    15,862
 7. Bridge Financing and Unregistered Sales of Equity Securities
 Bridge Financing SMP Ciabattoni Bridge
Notes Bridge Lender Bridge Lenders
 Common Stock
     10




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Second Bridge Notes Second Bridge Lender Second Bridge Lenders
    Darras Darras Note SFV SFV Note Katz Katz Note Third Bridge Notes Third Bridge Lender Third Bridge Lenders
  11




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Unregistered Sales of Equity Securities
   12




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8. Long-term Debt
  December 31,
    
    
    September 30,2010
    
    
    2010Note payable, secured by equipment, $4,558 payable monthly,
including interest equal to the Wall Street Journal Prime Rate
through September 2011
    
    $
    23
    
    
    $
    368% Notes payable to prior stockholders for stock repurchases,
five notes outstanding at December 31, 2010, unsecured, maturity
dates ranging from 2013 through 2018
    
    
    212
    
    
    
    220Note payable, secured by real estate, $36,736 payable monthly,
including interest based on Wall Street Journal prime plus 2%
adjusted quarterly, floor of 7%, rate is currently 7%, matures
January 2030
    
    
    4,599
    
    
    
    4,628Note 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
    
    
    3,341
    
    
    
    3,365Note 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 2024
    
    
    3,305
    
    
    
    3,348Note payable, 5% interest payable quarterly, unsecured, matures
on or before December 11, 2011
    
    
    1,500
    
    
    
    1,500Capitalized lease obligations  ten (10) leases for buildings
and medical equipment with imputed interest rates ranging from
4% to 17.2%, maturing at various dates through 2015
    
    
    293
    
    
    
    341Note payable, secured by equipment, $7,530 payable monthly,
including 6.75% interest through June 15, 2013
    
    
    204
    
    
    
    22310% notes payable, unsecured, maturing on or before April 2013
    
    $
    2,200
    
    
    $
    2,200Note payable, unsecured, non-interest bearing purchase obligation
    
    
    
    
    
    
    150Note payable, unsecured, 11.25% interest, matures September 2012
through June 2013
    
    
    1,522
    
    
    
    1,681Note payable, secured by equipment, $1,567 payable monthly,
including 6.75% interest through July 2013
    
    
    44
    
    
    
    48Total
    
    
    17,243
    
    
    
    17,740Less current maturities of long-term debt
    
    
    (2,131
    )
    
    
    (2,220
    )Total long-term debt
    
    $
    15,112
    
    
    $
    15,520
  13




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December 31,2011
    
    $
    2,1312012
    
    
    2,8832013
    
    
    2,1422014
    
    
    5302015
    
    
    556Thereafter
    
    
    9,001Total
    
    $
    17,243
 9. Non-controlling Interests
 Del Mar
   14




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10. Warrants
  Remaining
    
    
    ExerciseDescription
    
    Life
    
    
    Price
    
    
    WarrantsSeptember 30, 2007 Preferred Stock Series 5-A
warrants issued to investor
    
    1.5 years
    
    $
    0.45
    
    
    
    50,000September 30, 2008 Preferred Stock Series 5-A
warrants issued to placement agent
    
    2.3 years
    
    
    0.50
    
    
    
    436,250February 6, 2009 warrants issued in connection
with notes payable
    
    1.1 years
    
    
    0.50
    
    
    
    1,125,000February 6, 2009 warrants issued in connection
with notes payable
    
    1.1 years
    
    
    0.75
    
    
    
    750,000March 3, 2009 warrants issued in connection
with notes payable
    
    1.2 years
    
    
    0.50
    
    
    
    375,000March 3, 2009 warrants issued in connection
with notes payable
    
    1.2 years
    
    
    0.75
    
    
    
    250,000March 16, 2009 warrants issued to advisory board
    
    1.2 years
    
    
    0.63
    
    
    
    83,334March 31, 2009 warrants issued in connection
with notes payable
    
    1.3 years
    
    
    0.50
    
    
    
    112,500March 31, 2009 warrants issued in connection
with notes payable
    
    1.3 years
    
    
    0.75
    
    
    
    75,000April 14, 2009 warrants issued in connection
with notes payable
    
    1.3 years
    
    
    0.50
    
    
    
    37,500April 14, 2009 warrants issued in connection
with notes payable
    
    1.3 years
    
    
    0.75
    
    
    
    25,000June 8, 2009 Preferred Stock Series 6-A
warrants issued to investor
    
    5 months
    
    
    0.50
    
    
    
    210,000June 10, 2009 warrants issued to Medical
Advisory Board
    
    1.4 years
    
    
    0.63
    
    
    
    150,000October 19, 2009 Preferred Stock Series 5-A
warrants issued to investor
    
    10 months
    
    
    0.50
    
    
    
    25,800October 19, 2009 Preferred Stock Series 6-A
warrants issued to investor
    
    10 months
    
    
    0.50
    
    
    
    4,200November 6, 2009 warrants issued in connection
with notes payable
    
    1.1 years
    
    
    0.50
    
    
    
    375,000November 6, 2009 warrants issued in connection
with notes payable
    
    1.1 years
    
    
    0.75
    
    
    
    250,000December 3, 2009 warrants issued in connection
with notes payable
    
    1.2 years
    
    
    0.50
    
    
    
    125,000December 3, 2009 warrants issued in connection
with notes payable
    
    1.2 years
    
    
    0.75
    
    
    
    83,331December 2, 2009 warrants issued in connection
with issuance of common stock
    
    11 months
    
    
    0.50
    
    
    
    60,000December 14, 2009 Preferred Stock Series 6-A
warrants issued to investor
    
    11 months
    
    
    0.50
    
    
    
    3,600December 31, 2009 warrants issued in connection
with notes payable
    
    1.3 years
    
    
    0.50
    
    
    
    37,500December 31, 2009 warrants issued in connection
with notes payable
    
    1.3 years
    
    
    0.75
    
    
    
    24,999January 14, 2010 warrants issued in connection
with notes payable
    
    1.0 years
    
    
    0.50
    
    
    
    12,500January 14, 2010 warrants issued in connection
with notes payable
    
    1.0 years
    
    
    0.75
    
    
    
    8,3334,689,847
  15




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Weighted-AverageNumber of Shares of Common Stock
    
    
    Exercise Price Per ShareThree months
    
    
    
    
    
    
    Three monthsended
    
    
    Year ended
    
    
    ended
    
    
    Year endedDecember 31,
    
    
    September 30,
    
    
    December 31,
    
    
    September 30,2010
    
    
    2010
    
    
    2010
    
    
    2010Warrants
outstanding at
beginning of the
period
    
    
    7,949,013
    
    
    
    14,459,635
    
    
    $
    0.51
    
    
    $
    0.49Issued
    
    
    
    
    
    
    1,010,263
    
    
    
    
    
    
    
    0.59Exercised
    
    
    
    
    
    
    (1,105,685
    )
    
    
    
    
    
    
    0.46Cancelled or expired
    
    
    (3,217,500
    )
    
    
    (6,415,200
    )
    
    
    0.38
    
    
    
    0.50Warrants
outstanding at end
of the period
    
    
    4,731,513
    
    
    
    7,949,013
    
    
    $
    0.58
    
    
    $
    0.51
  11. Stock Options
  Weighted-AverageNumber of Options
    
    
    Exercise Price Per ShareDecember 31,
    
    
    September 30,
    
    
    December 31,
    
    
    September 30,2010
    
    
    2010
    
    
    2010
    
    
    2010Options outstanding at
beginning of the period
    
    
    8,659,082
    
    
    
    8,249,002
    
    
    $
    0.62
    
    
    $
    0.59Granted at above fair market value
    
    
    
    
    
    
    650,000
    
    
    
    
    
    
    
    0.63 at fair market value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     at below fair market value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (42,898
    )
    
    
    (239,920
    )
    
    
    0.63
    
    
    
    0.65Options outstanding at end
of the period
    
    
    8,616,184
    
    
    
    8,659,082
    
    
    $
    0.62
    
    
    $
    0.62Options vested/exercisable
at end of the period
    
    
    3,668,092
    
    
    
    3,689,541
    
    
    $
    0.60
    
    
    $
    0.60
  16




---



##### Table of Contents



12. Sale of the Chandler Clinic
  13. Subsequent Events
 Tishomingo Transaction
  
 Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Form
10-Q
 FORWARD LOOKING STATEMENTS
 SEC Fiscal Year Ended September
30, 2010
  17




---



##### Table of Contents



OVERVIEW
 www.firstphysicianscapitalgroup.com
    CURRENT OPERATIONS
  RHA Del Mar Ambulatory Surgical Center
 STRATEGY
 Fiscal Year Ended September 30, 2011
   18




---



##### Table of Contents



SPMC
    RECENT DEVELOPMENTS
 Johnson Memorial Hospital in Tishomingo, OklahomaSale
 Tishomingo Transaction
 Local Management Changes in Oklahoma
   19




---



##### Table of Contents



Bridge Financing
 Fiscal Year Ended September 30,
2009 Bridge Financing SMP Ciabattoni Bridge Notes Bridge Lender Bridge Lenders
 Common Stock
      20




---



##### Table of Contents



Second Bridge Notes Second Bridge Lender Second Bridge Lenders
    Darras Darras Note SFV SFV Note Katz Katz Note Third Bridge Notes Third Bridge Lender Third Bridge Lenders
   21




---



##### Table of Contents



RESULTS OF OPERATIONS
 
 MATERIAL CHANGES IN RESULTS OF OPERATIONS
      Chandler Clinic
  22




---



##### Table of Contents



MATERIAL CHANGES IN FINANCIAL CONDITION  AT DECEMBER 31, 2010, COMPARED TO SEPTEMBER 30, 2010:
        23




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
    24




---



##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS
  
 Item 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4.
    
    CONTROLS AND PROCEDURES
 (a) 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.
    
    [REMOVED AND RESERVED]
  
 Item 5.
    
    OTHER INFORMATION
  
 Item 6.
    
    EXHIBITS
  Exhibit No.

    
    Description2.1
    *
    
    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)
  26




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##### Table of Contents



Exhibit No.

    
    Description3.4
    *
    
    Certificate of Merger filed November 8, 2000, merging Vsource, Inc. (a Nevada corporation) with and into the
Vsource, Inc. (a Delaware corporation) (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on November
14, 2000)3.5
    *
    
    Agreement and Plan of Merger dated as of December 14, 2000, among the Registrant, OTT Acquisition Corp., Online
Transaction Technologies, Inc. and its Shareholders (filed as Exhibit 10.11 to the Form 10-Q, as filed with the
SEC on December 15, 2000)3.6
    *
    
    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)3.7
    *
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as Exhibit 3.3 to the Form 8-K, as
filed with the SEC on January 23, 2002)3.8
    *
    
    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)3.9
    *
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as Exhibit 3.1 to the Form 10-Q for
the period ending October 31, 2002, as filed with the SEC on December 5, 2002)3.10
    *
    
    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)3.11
    *
    
    Amendment to Certificate of Incorporation, dated December 16, 2005 (filed as Exhibit 3.5 to the Form 10-Q for
the period ending October 31, 2005, as filed with the SEC on December 20, 2005)3.12
    *
    
    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)3.13
    *
    
    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)3.14
    *
    
    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)3.15
    *
    
    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)3.16
    *
    
    Amendment to Certificate of Incorporation, dated September 29, 2009 (filed as Exhibit 3.1 to the Form 8-K, as
filed with the SEC on October 1, 2009)
  27




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##### Table of Contents



Exhibit No.

    
    Description3.17
    *
    
    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)4.1
    *
    
    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)4.2
    *
    
    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)4.3
    *
    
    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)4.4
    *
    
    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)4.5
    *
    
    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)4.6
    *
    
    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
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of September, 18, 2006, by and among First
Physicians Capital 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)4.9
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on September 22, 2006)4.10
    *
    
    Amended and Restated Articles of Organization of Rural Hospital Acquisition LLC (filed as Exhibit 4.1 to the
Form 8-K, as filed with the SEC on November 5, 2007)4.11
    *
    
    Amended and Restated Operating Agreement Rural Hospital Acquisition LLC (filed as Exhibit 4.2 to the Form 8-K,
as filed with the SEC on November 5, 2007)4.12
    *
    
    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 First Group Notes (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on November 2, 2007)10.2
    *
    
    Form of Second Group Notes (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on November 2, 2007)10.3
    *
    
    Form of First Group Warrants (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on November 2, 2007)
  28




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##### Table of Contents



Exhibit No.

    
    Description10.4
    *
    
    Form of Second Group Warrants (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on November 2, 2007)10.5
    *
    
    Form of Limited Guaranty by Tri-Isthmus Group, Inc. (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on November 5, 2007)10.6
    *
    
    Employment Agreement of Dennis M. Smith, dated effective as of October 10, 2007
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on December 21, 2007)10.7
    *
    
    Option Agreement of Dennis M. Smith, dated effective as of October 10, 2007 (filed
as Exhibit 10.2 to the Form 8-K, as filed with the SEC on December 21, 2007)10.8
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated January 14, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on January 22, 2008)10.9
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on January 22, 2008)10.10
    *
    
    Form of Warrant issued to SMP Investments I, LLC (filed as Exhibit 10.1 to the Form
8-K, as filed with the SEC on March 26, 2008)10.11
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated March 31, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 3, 2008)10.12
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on April 3, 2008)10.13
    *
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the
SEC on April 3, 2008)10.14
    *
    
    Agreement and Plan of Merger, dated April 24, 2008 (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on April 30, 2008)10.15
    *
    
    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)10.16
    *
    
    Form of Warrant issued to each of SMP Investments I, LLC and Ciabattoni Living
Trust dated August 17, 2000 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on May 7, 2008)10.17
    *
    
    Form of Letter Agreement for the issuance of shares of Series 6-A Convertible
Preferred Stock in complete satisfaction of that certain convertible promissory
note dated as of October 29, 2007 between Tri-Isthmus Group, Inc., Surgical Center
Acquisition Holdings, Inc., Del Mar Acquisition, Inc., Del Mar GenPar, Inc., Point
Loma Acquisition, Inc., and Point Loma GenPar, Inc. (filed as Exhibit 10.3 to the
Form 8-K, as filed with the SEC on May 7, 2008)10.18
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated May 29, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on June 4, 2008)
  29




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##### Table of Contents



Exhibit No.

    
    Description10.19
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on June 4, 2008)10.20
    *
    
    Employment Agreement of 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)10.21
    *
    
    Form of Option Grant Agreement of David Hirschhorn, 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)10.22
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated September 8, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on September 12,
2008)10.23
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on September 12, 2008)10.24
    *
    
    Employment Agreement of Thomas Rice, dated effective as of November 10, 2008 (filed as Exhibit 10.1 to the Form
8-K, as filed with the SEC on November 14, 2008)10.25
    *
    
    Option Grant Agreement of Thomas Rice, dated effective as of November 10, 2008 (filed as Exhibit 10.2 to the
Form 8-K, as filed with the SEC on November 14, 2008)10.26
    *
    
    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)10.27
    *
    
    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)10.28
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Tishomingo, LLC, Tri-Isthmus Group, Inc., Rural
Hospital Acquisition, LLC, First Physicians Community Healthcare Services, Inc., RHA Stroud, LLC, RHA Anadarko,
LLC, TSG Physicians Group, LLC, and Canadian State Bank (filed as Exhibit 10.4 to the Form 8-K, as filed with
the SEC on December 17, 2008)10.29
    *
    
    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)10.30
    *
    
    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)10.31
    *
    
    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)
  30




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##### Table of Contents



Exhibit No.

    
    Description10.32
    *
    
    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)10.33
    *
    
    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)10.34
    *
    
    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)10.35
    *
    
    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)10.36
    *
    
    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)10.37
    *
    
    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)10.38
    *
    
    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)10.39
    *
    
    Form of Warrant No. 108 (filed as Exhibit 10.3 to the Form 8-K, as filed with the
SEC on February 13, 2009)10.40
    *
    
    Form of Warrant No. 109 (filed as Exhibit 10.4 to the Form 8-K, as filed with the
SEC on February 13, 2009)10.41
    *
    
    Form of Warrant No. 110 (filed as Exhibit 10.5 to the Form 8-K, as filed with the
SEC on February 13, 2009)10.42
    *
    
    Form of Warrant No. 111 (filed as Exhibit 10.6 to the Form 8-K, as filed with the
SEC on February 13, 2009)10.43
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on March 5, 2009)10.44
    *
    
    Form of Warrant (exercisable at $0.50 per share) issued to each of Michael
Ciabattoni, Scott Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea
Associates, LLC, William Wallace, Trustee of the Wallace Family Revocable Trust
dated April 23, 2001, Otto J. Claricurzio, and Phillip J. Ciabattoni (filed as
Exhibit 10.2 to the Form 8-K, as filed with the SEC on March 5, 2009)
  31




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##### Table of Contents



Exhibit No.

    
    Description10.45
    *
    
    Form of Warrant (exercisable at $0.75 per share) issued to each of Michael
Ciabattoni, Scott Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea
Associates, LLC, William Wallace, Trustee of the Wallace Family Revocable Trust
dated April 23, 2001, Otto J. Claricurzio, and Phillip J. Ciabatton (filed as
Exhibit 10.3 to the Form 8-K, as filed with the SEC on March 5, 2009)10.46
    *
    
    Form of Convertible Promissory Note issued to each of Frank Darras, Trustee of the
Darras Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C
LMG-001902 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April
20, 2009)10.47
    *
    
    Form of Warrant (exercisable at $0.50 per share) Frank Darras, Trustee of the
Darras Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C
LMG-001902 (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on April
20, 2009)10.48
    *
    
    Form of Warrant (exercisable at $0.75 per share) Frank Darras, Trustee of the
Darras Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C
LMG-001902 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on April
20, 2009)10.49
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit
10.1 to the Form 8-K, as filed with the SEC on June 12, 2009)10.50
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on June 12, 2009)10.51
    *
    
    Form of Medical Advisory Board Warrant (filed as Exhibit 10.3 to the Form 8-K, as
filed with the SEC on June 12, 2009)10.52
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement, dated October
19, 2009 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on October
23, 2009)10.53
    *
    
    Form of Warrant issued in connection with 5-A (filed as Exhibit 10.2 to the Form
8-K, as filed with the SEC on October 23, 2009)10.54
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement, dated October
19, 2009 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on October
23, 2009)10.55
    *
    
    Form of Warrant issued in connection with 6-A (filed as Exhibit 10.4 to the Form
8-K, as filed with the SEC on October 23, 2009)10.56
    *
    
    Form Subscription Agreement, dated December 3, 2009 (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on December 14, 2009)10.57
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on
December 14, 2009)10.58
    *
    
    Real Property Purchase and Sale Agreement, by and between Southern Plains
Associates, LLC and Southern Plains Medical Center, Inc., dated December 16, 2009
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on January 20, 2010)
  32




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Exhibit No.

    
    Description10.59
    *
    
    Form of USDA Loan Guaranty (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on January 20, 2010)10.60
    *
    
    USDA Loan Agreement, by and among FB S. Plains Financing, LLC, James B. Swickey,
David W. Durrett, Capital Investors of Oklahoma, LLC, First Physicians Realty
Group, LLC, Rural Hospital Acquisition, LLC, Southern Plains Associates, L.L.C. and
First Liberty Bank, dated January 13, 2010 (filed as Exhibit 10.3 to the Form 8-K,
as filed with the SEC on January 20, 2010)10.61
    *
    
    First Amended and Restated Promissory Note, by and between FB S. Plains Financing,
LLC and First Liberty Bank, dated January 13, 2010 (filed as Exhibit 10.4 to the
Form 8-K, as filed with the SEC on January 20, 2010)14.1
    *
    
    Corporate Code of Business Conduct and Ethics for Directors, Executive Officers,
and Employees, dated effective as of April 22, 2008 (filed as Exhibit 14.1 to the
Form 10-K, as filed with the SEC on January 13, 2009)21.1
    *
    
    Subsidiaries of First Physicians Capital Group, Inc. (f/k/a Tri-Isthmus Group, Inc.)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.
    
    Certain portions of these documents have been omitted based on a request for confidential treatment submitted to the SEC. The non-public information that has been
omitted from these documents has been separately filed with the SEC. Each redacted portion of these documents is indicated by a [*] and is subject to the request for
confidential treatment submitted to the SEC. The redacted information is confidential information of the Registrant.
  33




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##### Table of Contents



SIGNATURES
  First Physicians Capital Group, Inc.
(Registrant)Date: February 22, 2011
    By:
    /s/ David HirschhornDavid HirschhornChief Executive Officer
(Principal Executive Officer)Date: February 22, 2011
    
    /s/ Sean KirraneSean KirranePrincipal Accounting Officer  34




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.

    
    Description2.1
    *
    
    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 Merger filed November 8, 2000, merging Vsource, Inc. (a Nevada corporation) with and into the Vsource, Inc. (a
Delaware corporation) (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on November 14, 2000)3.5
    *
    
    Agreement and Plan of Merger dated as of December 14, 2000, among the Registrant, OTT Acquisition Corp., Online Transaction
Technologies, Inc. and its Shareholders (filed as Exhibit 10.11 to the Form 10-Q, as filed with the SEC on December 15, 2000)3.6
    *
    
    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)3.7
    *
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as Exhibit 3.3 to the Form 8-K, as filed with the SEC on
January 23, 2002)3.8
    *
    
    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)3.9
    *
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as Exhibit 3.1 to the Form 10-Q for the period ending
October 31, 2002, as filed with the SEC on December 5, 2002)3.10
    *
    
    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)3.11
    *
    
    Amendment to Certificate of Incorporation, dated December 16, 2005 (filed as Exhibit 3.5 to the Form 10-Q for the period ending
October 31, 2005, as filed with the SEC on December 20, 2005)3.12
    *
    
    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)
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##### Table of Contents



Exhibit No.

    
    Description3.13
    *
    
    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)3.14
    *
    
    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)3.15
    *
    
    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)3.16
    *
    
    Amendment to Certificate of Incorporation, dated September 29, 2009 (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on
October 1, 2009)3.17
    *
    
    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)4.1
    *
    
    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)4.2
    *
    
    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)4.3
    *
    
    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)4.4
    *
    
    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)4.5
    *
    
    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)4.6
    *
    
    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
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of September, 18, 2006, by and among First Physicians Capital
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)4.9
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on September 22, 2006)4.10
    *
    
    Amended and Restated Articles of Organization of Rural Hospital Acquisition LLC (filed as Exhibit 4.1 to the Form 8-K, as filed with
the SEC on November 5, 2007)
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##### Table of Contents



Exhibit No.

    
    Description4.11
    *
    
    Amended and Restated Operating Agreement Rural Hospital Acquisition LLC (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC
on November 5, 2007)4.12
    *
    
    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 First Group Notes (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on November 2, 2007)10.2
    *
    
    Form of Second Group Notes (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on November 2, 2007)10.3
    *
    
    Form of First Group Warrants (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on November 2, 2007)10.4
    *
    
    Form of Second Group Warrants (filed as Exhibit 10.4 to the Form 8-K, as filed with
the SEC on November 2, 2007)10.5
    *
    
    Form of Limited Guaranty by Tri-Isthmus Group, Inc. (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on November 5, 2007)10.6
    *
    
    Employment Agreement of Dennis M. Smith, dated effective as of October 10, 2007
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on December 21, 2007)10.7
    *
    
    Option Agreement of Dennis M. Smith, dated effective as of October 10, 2007 (filed
as Exhibit 10.2 to the Form 8-K, as filed with the SEC on December 21, 2007)10.8
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated January 14, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on January 22, 2008)10.9
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on January 22, 2008)10.10
    *
    
    Form of Warrant issued to SMP Investments I, LLC (filed as Exhibit 10.1 to the Form
8-K, as filed with the SEC on March 26, 2008)10.11
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated March 31, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 3, 2008)10.12
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on April 3, 2008)10.13
    *
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the
SEC on April 3, 2008)10.14
    *
    
    Agreement and Plan of Merger, dated April 24, 2008 (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on April 30, 2008)10.15
    *
    
    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)
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Exhibit No.

    
    Description10.16
    *
    
    Form of Warrant issued to each of SMP Investments I, LLC and Ciabattoni Living
Trust dated August 17, 2000 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on May 7, 2008)10.17
    *
    
    Form of Letter Agreement for the issuance of shares of Series 6-A Convertible
Preferred Stock in complete satisfaction of that certain convertible promissory
note dated as of October 29, 2007 between Tri-Isthmus Group, Inc., Surgical Center
Acquisition Holdings, Inc., Del Mar Acquisition, Inc., Del Mar GenPar, Inc., Point
Loma Acquisition, Inc., and Point Loma GenPar, Inc. (filed as Exhibit 10.3 to the
Form 8-K, as filed with the SEC on May 7, 2008)10.18
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated May 29, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on June 4, 2008)10.19
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on June 4, 2008)10.20
    *
    
    Employment Agreement of 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)10.21
    *
    
    Form of Option Grant Agreement of David Hirschhorn, 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)10.22
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated September 8, 2008
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on September 12,
2008)10.23
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on September 12, 2008)10.24
    *
    
    Employment Agreement of Thomas Rice, dated effective as of November 10, 2008 (filed
as Exhibit 10.1 to the Form 8-K, as filed with the SEC on November 14, 2008)10.25
    *
    
    Option Grant Agreement of Thomas Rice, dated effective as of November 10, 2008
(filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on November 14, 2008)10.26
    *
    
    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)10.27
    *
    
    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)10.28
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Tishomingo, LLC,
Tri-Isthmus Group, Inc., Rural Hospital Acquisition, LLC, First Physicians
Community Healthcare Services, Inc., RHA Stroud, LLC, RHA Anadarko, LLC, TSG
Physicians Group, LLC, and Canadian State Bank (filed as Exhibit 10.4 to the Form
8-K, as filed with the SEC on December 17, 2008)
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##### Table of Contents



Exhibit No.

    
    Description10.29
    *
    
    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)10.30
    *
    
    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)10.31
    *
    
    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)10.32
    *
    
    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)10.33
    *
    
    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)10.34
    *
    
    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)10.35
    *
    
    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)10.36
    *
    
    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)10.37
    *
    
    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)10.38
    *
    
    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)10.39
    *
    
    Form of Warrant No. 108 (filed as Exhibit 10.3 to the Form 8-K, as filed with the
SEC on February 13, 2009)10.40
    *
    
    Form of Warrant No. 109 (filed as Exhibit 10.4 to the Form 8-K, as filed with the
SEC on February 13, 2009)10.41
    *
    
    Form of Warrant No. 110 (filed as Exhibit 10.5 to the Form 8-K, as filed with the
SEC on February 13, 2009)10.42
    *
    
    Form of Warrant No. 111 (filed as Exhibit 10.6 to the Form 8-K, as filed with the
SEC on February 13, 2009)
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##### Table of Contents



Exhibit No.

    
    Description10.43
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on March 5, 2009)10.44
    *
    
    Form of Warrant (exercisable at $0.50 per share) issued to each of Michael
Ciabattoni, Scott Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea
Associates, LLC, William Wallace, Trustee of the Wallace Family Revocable Trust
dated April 23, 2001, Otto J. Claricurzio, and Phillip J. Ciabattoni (filed as
Exhibit 10.2 to the Form 8-K, as filed with the SEC on March 5, 2009)10.45
    *
    
    Form of Warrant (exercisable at $0.75 per share) issued to each of Michael
Ciabattoni, Scott Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea
Associates, LLC, William Wallace, Trustee of the Wallace Family Revocable Trust
dated April 23, 2001, Otto J. Claricurzio, and Phillip J. Ciabatton (filed as
Exhibit 10.3 to the Form 8-K, as filed with the SEC on March 5, 2009)10.46
    *
    
    Form of Convertible Promissory Note issued to each of Frank Darras, Trustee of the
Darras Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C
LMG-001902 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April
20, 2009)10.47
    *
    
    Form of Warrant (exercisable at $0.50 per share) Frank Darras, Trustee of the
Darras Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C
LMG-001902 (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on April
20, 2009)10.48
    *
    
    Form of Warrant (exercisable at $0.75 per share) Frank Darras, Trustee of the
Darras Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C
LMG-001902 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on April
20, 2009)10.49
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit
10.1 to the Form 8-K, as filed with the SEC on June 12, 2009)10.50
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the
SEC on June 12, 2009)10.51
    *
    
    Form of Medical Advisory Board Warrant (filed as Exhibit 10.3 to the Form 8-K, as
filed with the SEC on June 12, 2009)10.52
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement, dated October
19, 2009 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on October
23, 2009)10.53
    *
    
    Form of Warrant issued in connection with 5-A (filed as Exhibit 10.2 to the Form
8-K, as filed with the SEC on October 23, 2009)10.54
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement, dated October
19, 2009 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on October
23, 2009)10.55
    *
    
    Form of Warrant issued in connection with 6-A (filed as Exhibit 10.4 to the Form
8-K, as filed with the SEC on October 23, 2009)
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##### Table of Contents



Exhibit No.

    
    Description10.56
    *
    
    Form Subscription Agreement, dated December 3, 2009 (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on December 14, 2009)10.57
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on
December 14, 2009)10.58
    *
    
    Real Property Purchase and Sale Agreement, by and between Southern Plains
Associates, LLC and Southern Plains Medical Center, Inc., dated December 16, 2009
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on January 20, 2010)10.59
    *
    
    Form of USDA Loan Guaranty (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on January 20, 2010)10.60
    *
    
    USDA Loan Agreement, by and among FB S. Plains Financing, LLC, James B. Swickey,
David W. Durrett, Capital Investors of Oklahoma, LLC, First Physicians Realty
Group, LLC, Rural Hospital Acquisition, LLC, Southern Plains Associates, L.L.C. and
First Liberty Bank, dated January 13, 2010 (filed as Exhibit 10.3 to the Form 8-K,
as filed with the SEC on January 20, 2010)10.61
    *
    
    First Amended and Restated Promissory Note, by and between FB S. Plains Financing,
LLC and First Liberty Bank, dated January 13, 2010 (filed as Exhibit 10.4 to the
Form 8-K, as filed with the SEC on January 20, 2010)14.1
    *
    
    Corporate Code of Business Conduct and Ethics for Directors, Executive Officers,
and Employees, dated effective as of April 22, 2008 (filed as Exhibit 14.1 to the
Form 10-K, as filed with the SEC on January 13, 2009)21.1
    *
    
    Subsidiaries of First Physicians Capital Group, Inc. (f/k/a Tri-Isthmus Group, Inc.)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.
    
    Certain portions of these documents have been omitted based on a request for confidential treatment submitted to the SEC. The non-public information that has been omitted from these documents has been separately filed
with the SEC. Each redacted portion of these documents is indicated by a [*] and is subject to the request for confidential treatment submitted to the SEC. The redacted information is confidential information of the
Registrant.
  41