##### Table of Contents



U.S. 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, 2008
 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.)9663 Santa Monica Boulevard, #959Beverly Hills, California
    
    90210(Address of principal executive offices)
    
    (Zip Code)
 (310) 860-2501
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ
 Number of shares of common stock outstanding as of February 13, 2009:
    
    10,322,929




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed
Consolidated Balance Sheets
December 31, 2008 (Unaudited) and September 30, 2008
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) 
Three months ended December 31, 2008 and December 31, 2007
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) 
Three months ended December 31, 2008 and December 31, 2007
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4T. Controls and Procedures
    
    
    22PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    27Exhibit Index
    
    
    28Exhibit 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.
 
   December 31,
    
    
    September 30,2008
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,445
    
    
    $
    2,970Restricted cash
    
    
    1,514
    
    
    
    1,514Accounts receivable, net of allowance for uncollectible accounts
    
    
    6,770
    
    
    
    6,289Advance to affiliated entity
    
    
    72
    
    
    
    72Prepaid expenses
    
    
    539
    
    
    
    103Other current assets
    
    
    1,805
    
    
    
    1,754Total current assets
    
    
    12,145
    
    
    
    12,702Property and equipment, net
    
    
    16,816
    
    
    
    12,277Goodwill
    
    
    968
    
    
    
    759Other Assets
    
    
    1,054
    
    
    
    760Total assets
    
    $
    30,983
    
    
    $
    26,498LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS DEFICITCurrent Liabilities:Accounts payable
    
    $
    2,963
    
    
    $
    2,944Accrued expenses
    
    
    1,837
    
    
    
    1,765Staff accruals
    
    
    860
    
    
    
    950Current maturities of long-term debt
    
    
    4,706
    
    
    
    4,144Total current liabilities
    
    
    10,366
    
    
    
    9,803Long-term debt, net of current portion
    
    
    10,144
    
    
    
    5,455Commitments and contingenciesMinority interest
    
    
    810
    
    
    
    967
   3




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##### Table of Contents



TRI-ISTHMUS GROUP, INC.
 December 31,
    
    
    September 30,2008
    
    
    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 December 31,
2008 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 December 31, 2008 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 December 31, 2008 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 December 31, 2008 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
December 31, 2008 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;
10,322,922 shares issued and outstanding as of December 31, 2008 and
September 30, 2008)
    
    $
    103
    
    
    $
    103Additional paid-in capital
    
    
    71,609
    
    
    
    71,301Accumulated deficit
    
    
    (76,620
    )
    
    
    (75,702
    )Other comprehensive loss
    
    
    (52
    )
    
    
    (52
    )Total shareholders deficit
    
    
    (4,960
    )
    
    
    (4,350
    )Total liabilities, preferred stock and shareholders deficit
    
    $
    30,983
    
    
    $
    26,498
   4




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TRI-ISTHMUS GROUP, INC.
 
    Three months endedDecember 31,
    
    
    December 31,2008
    
    
    2007Revenue from services
    
    $
    10,821
    
    
    $
    4,744Costs and expenses:Selling, general and administrative expenses
    
    
    10,973
    
    
    
    4,826Amortization of stock-based compensation
    
    
    308
    
    
    
    18Depreciation and amortization
    
    
    231
    
    
    
    65Total costs and expenses
    
    
    11,512
    
    
    
    4,909Operating loss
    
    
    (691
    )
    
    
    (165
    )Other income
    
    
    39
    
    
    
    23Interest expense
    
    
    (172
    )
    
    
    (193
    )Minority interest
    
    
    (94
    )
    
    
    (80
    )Net loss from operations before taxation and non-cash beneficial
conversion feature
    
    $
    (918
    )
    
    $
    (415
    )Taxation
    
    
    
    
    
    
    Net loss
    
    $
    (918
    )
    
    $
    (415
    )Non-cash beneficial conversion feature preferred dividend
    
    
    
    
    
    
    Net loss attributable to common shareholders
    
    $
    (918
    )
    
    $
    (415
    )Net loss per common share:Basic
    
    $
    (0.09
    )
    
    $
    (0.08
    )Diluted
    
    
    N/A
    
    
    
    N/A
   5




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##### Table of Contents



TRI-ISTHMUS GROUP, INC.
 
    Three months ended,December 31,
    
    
    December 31,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (918
    )
    
    $
    (415
    )Adjustments to reconcile net loss to net cash used in operating activities:Minority interest
    
    
    94
    
    
    
    80Depreciation and amortization
    
    
    231
    
    
    
    65Amortization of stock based compensation
    
    
    308
    
    
    
    18Amortization of debt discount
    
    
    
    
    
    
    93Bad debt provision
    
    
    1,003
    
    
    
    166Changes in working capital components:Accounts receivable
    
    
    (1,484
    )
    
    
    (1,184
    )Accounts payable
    
    
    19
    
    
    
    (189
    )Others
    
    
    (809
    )
    
    
    (72
    )Net cash used in operating activities
    
    
    (1,556
    )
    
    
    (1,438
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (3,427
    )
    
    
    (6
    )Acquisition of subsidiaries, net of cash acquired
    
    
    (50
    )
    
    
    283Repayment of advance
    
    
    
    
    
    
    33Net cash provided (used) by investing activities
    
    
    (3,477
    )
    
    
    310Cash flows from financing activities:Drawdown of convertible loans
    
    
    
    
    
    
    1,650Repayment of notes
    
    
    (4,838
    )
    
    
    (11
    )Proceeds
from notes payable
    
    
    8,346
    
    
    
    Net cash provided by financing activities
    
    
    3,508
    
    
    
    1,639Net increase
(decrease) in cash and cash equivalents
    
    
    (1,525
    )
    
    
    511Cash and cash equivalents at beginning of period
    
    
    2,970
    
    
    
    733Cash and cash equivalents at end of period
    
    $
    1,445
    
    
    $
    1,244Cash paid for interest
    
    $
    142
    
    
    $
    97
    6




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1. Summary of Significant Accounting Policies
 Basis of Presentation
 Company we, us our Form
10-K
    Name Change
 RHA
 Future Funding
     Recent Accounting Pronouncements
 FASB SFAS SFAS 157
  7




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SFAS No.
159
 2. Net Loss Per Share
 Three Months ended(in thousands)December 31,
    
    
    December 31,2008
    
    
    2007Numerator for basic and diluted loss per share:Net loss attributable to common shareholders
    
    $
    (918
    )
    
    $
    (415
    )Denominator for basic (loss)/profit per share
 weighted average shares
    
    
    10,322,929
    
    
    
    5,495,799Effect of dilutive sharesEmployee stock options
    
    
    N/A
    
    
    
    N/APreferred stock
    
    
    N/A
    
    
    
    N/AWarrants
    
    
    N/A
    
    
    
    N/ANet (loss)/profit per common share:Basic and diluted
    
    $
    (0.09
    )
    
    $
    (0.08
    )
  3. Accounts Receivable
  December 31,
    
    
    September 30,2008
    
    
    2008Gross patient accounts receivable
    
    $
    17,375
    
    
    $
    16,309Reserves for bad debt
    
    
    (3,518
    )
    
    
    (2,721
    )Reserves for contractual allowances
    
    
    (7,087
    )
    
    
    (7,299
    )Patient accounts receivable, net
    
    $
    6,770
    
    
    $
    6,289
 4. Acquisitions
   8




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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
    
    
    (528
    )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
    )
   Parent Merger Sub
 Merger
  Cash
    
    $
    644Accounts receivable
    
    
    1,692Other current assets
    
    
    258Property and equipment
    
    
    5,385Other assets
    
    
    329Current liabilities
    
    
    (2,655
    )Long-term liabilities
    
    
    (4,305
    )$
    1,349
  9




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5. Long-term Debt
  December 31,
    
    
    September 30,2008
    
    
    2008Note payable, secured by equipment, $4,558 payable monthly, including 8.25% interest
through September 2011
    
    $
    127
    
    
    $
    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
    
    
    295
    
    
    
    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
    
    
    3,336
    
    
    
    3,383Note payable, secured by equipment, $2,825 payable monthly, including 13.6% interest
through April 2010
    
    
    38
    
    
    
    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%
    
    
    3,514
    
    
    
    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%
    
    
    3,630
    
    
    
    Note 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%
    
    
    1,085
    
    
    
    Note payable, secured by equipment, $2,660 payable monthly including 5.3% interest
through March 2013
    
    
    119
    
    
    
    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 five monthly payments of $50,000 remaining at
December 31, 2008
    
    
    250
    
    
    
    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
    
    
    366
    
    
    
    515Total
    
    
    14,850
    
    
    
    9.599Less current maturities of long-term deb
    
    
    (4,706
    )
    
    
    (4,144
    )Total long-term debt
    
    $
    10,144
    
    
    $
    5,455
  10




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Quarter Ended December 31,
    
    Payments2009
    
    $
    4,7062010
    
    
    5262011
    
    
    2,0122012
    
    
    5002013
    
    
    434Thereafter
    
    
    6,672Total
    
    $
    14,850
 6. Minority Interests
   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
    
    $
    0.3125
    
    
    
    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
    
    
    
    714,28511,702,570
  11




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Weighted-AverageNumber of Shares of Common Stock
    
    
    Exercise Price Per ShareThreemonths ended
    
    
    Year endedDecember 31,
    
    
    September 30,
    
    
    December 31,
    
    
    September 30,2008
    
    
    2008
    
    
    2008
    
    
    2008Warrants outstanding at
beginning of the period
    
    
    11,795,035
    
    
    
    2,898,700
    
    
    $
    0.46
    
    
    $
    0.48Issued
    
    
    
    
    
    
    10,744,035
    
    
    
    
    
    
    
    0.46Exercised
    
    
    
    
    
    
    970,300
    
    
    
    
    
    
    
    0.46Cancelled or expired
    
    
    
    
    
    
    847,400
    
    
    
    
    
    
    
    0.47Warrants outstanding at
end of the period
    
    
    11,795,035
    
    
    
    11,795,035
    
    
    $
    0.46
    
    
    $
    0.46
  8. Stock Options
   Weighted-AverageNumber of Options
    
    
    Exercise Price Per ShareDec. 31, 2008
    
    
    Sep. 30, 2008
    
    
    Dec. 31, 2008
    
    
    Sep. 30, 2008Options outstanding
at beginning of the
period
    
    
    7,333,750
    
    
    
    483,750
    
    
    $
    0.59
    
    
    $
    0.42Granted at above fair
market value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     at fair market
value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     at below fair
market value
    
    
    500,000
    
    
    
    6,850,000
    
    
    
    0.62
    
    
    
    0.60Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options outstanding
at end of the period
    
    
    7,833,750
    
    
    
    7,333,750
    
    
    $
    0.59
    
    
    $
    0.59Options
vested/exercisable
at end of the period
    
    
    875,000
    
    
    
    513,750
    
    
    $
    0.4064
    
    
    $
    0.3125
  12




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9. Subsequent Events
 Departure of Chief Financial Officer
  Appointment of New Chief Financial Officer
 Tatum
  Completion of Bridge Financing
 SMP Ciabattoni Notes Holder Holders
 Maturity Date
  13




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14




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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
  15




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##### Table of Contents



Appointment of Executive Officers of Our Indirect Subsidiary
  Entry into Promissory Notes
 2008 Loans
 Re-appointment of Chief Executive Officer
 Employment Agreement Common Stock
 Exercise of Warrants
     16




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Departure of Chief Financial Officer
  Appointment of New Chief Financial Officer
 Tatum
  Completion of Bridge Financing
 SMP Ciabattoni Notes Holder Holders
 Maturity Date
    17




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CURRENT OPERATIONS
   ASCs San Diego ASCs
      STRATEGY
   18




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19




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RESULTS OF OPERATIONS (All amounts in thousands)
 MATERIAL CHANGES IN RESULTS OF OPERATIONS  THREE MONTHS ENDED DECEMBER 31, 2008, COMPARED TO THREE
MONTHS ENDED DECEMBER 31, 2007
           MATERIAL CHANGES IN FINANCIAL CONDITION  AT DECEMBER 31, 2008, COMPARED TO SEPTEMBER 30, 2008:
        20




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LIQUIDITY AND CAPITAL RESOURCES
       OFF-BALANCE SHEET FINANCING
  CRITICAL ACCOUNTING POLICIES
   21




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DISCLOSURE OF CONTRACTUAL OBLIGATIONS
 Contractual Obligations
 Payments due by periodTotal
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    More than 5 yearsLong-term debt obligations
    
    $
    14,484
    
    
    $
    4,618
    
    
    $
    2,350
    
    
    $
    844
    
    
    $
    6,672Capital lease obligations
    
    
    366
    
    
    
    88
    
    
    
    188
    
    
    
    90
    
    
    
    Operating lease obligations
    
    
    3,079
    
    
    
    886
    
    
    
    1,407
    
    
    
    786
    
    
    
    Total
    
    $
    17,929
    
    
    $
    5,592
    
    
    $
    3,945
    
    
    $
    1,720
    
    
    $
    6,672
 
 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
  22




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PART II
OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5. OTHER INFORMATION
  
 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)
  23




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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)
  24




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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)
  25




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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)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
  26




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##### Table of Contents



SIGNATURES
  Date:  February 17, 2009
    Tri-Isthmus Group, Inc.(Registrant)By:
    /s/ David HirschhornDavid HirschhornChief Executive Officer
(Principal Executive Officer)Date:   February 17, 2009
    /s/ Donald C. ParkersonDonald C. ParkersonChief Financial Officer
(Principal Financial Officer)  27




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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)
  28




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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)
  29




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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)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.  30