##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NO.: 000-30326
 TRI-ISTHMUS GROUP, INC.
  Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    77-0557617
(I.R.S. Employer
Identification No.)9663 Santa Monica Blvd., #959
Beverly Hills, California 90210
(Address of Principal Executive Offices)
    
    90210
(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 May 12, 2008
    8,229,132




---



##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    3Condensed Consolidated Balance Sheets
    
    3March 31, 2008 (Unaudited) and September 30, 2007 (Audited)Condensed Consolidated Statements of Operations (Unaudited)
    
    5Three months and six months ended March 31, 2008 and April 30, 2007Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    6Six months ended March 31, 2008 and April 30, 2007Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    21Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    29Item 4.
    
    Controls and Procedures
    
    29PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    30Item 1A.
    
    Risk Factors
    
    30Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    30Item 3.
    
    Defaults upon Senior Securities
    
    30Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    31Item 5.
    
    Other Information
    
    31Item 6.
    
    Exhibits
    
    31Signatures
    
    33Exhibit Index
    
    34Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 5-A Convertible Preferred StockCertification Pursuant to Rule 13a-14(d)Certification Pursuant to Rule 13a-14(d)Certification Pursuant to 18 U.S.C. 1350Certification Pursuant to 18 U.S.C. 1350
  2




---



##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 
 TRI-ISTHMUS GROUP, INC.
 March 31,
    
    
    September 30,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,663
    
    
    $
    733Accounts receivable, net of allowance for uncollectible accounts
    
    
    6,030
    
    
    
    1,418Advance to affiliated entity (note 6)
    
    
    239
    
    
    
    273Prepaid expenses
    
    
    397
    
    
    
    23Other current assets
    
    
    1,839
    
    
    
    135Total current assets
    
    
    16,168
    
    
    
    2,582Property and equipment, net
    
    
    6,251
    
    
    
    1,163Goodwill (Note 7)
    
    
    759
    
    
    
    759Total assets
    
    $
    23,178
    
    
    $
    4,504LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,121
    
    
    $
    678Accrued expenses
    
    
    2,095
    
    
    
    792Staff accruals
    
    
    772
    
    
    
    154Notes payable, current portion
    
    
    6,500
    
    
    
    Total current liabilities
    
    
    10,488
    
    
    
    1,624Notes payable, net of current portion (Note 8)
    
    
    468
    
    
    
    Commitments and contingencies (Note 9)
    
    
    
    
    
    
    Other long term liabilities
    
    
    140
    
    
    
    Minority interest (Note 10)
    
    
    2,596
    
    
    
    920
 See
 3




---



##### Table of Contents



TRI-ISTHMUS GROUP, INC.
 March 31, 2008
    
    
    September 30, 2007(Unaudited)Non-redeemable Preferred Stock:Preferred stock Series 1-A ($0.01 par value, 67,600 shares
authorized; 67,600 shares issued and outstanding as of
March 31, 2008 and September 30, 2007)(Aggregate liquidation value is $169 as of March 31 and
September 30, 2007)
    
    $
    166
    
    
    $
    166Preferred stock Series 2-A ($0.01 par value, 3,900 shares
authorized; 3,900 shares issued and outstanding as of March
31, 2008 and September 30, 2007)(Aggregate liquidation value is $25 as of March 31, 2008
and September 30, 2007)
    
    
    25
    
    
    
    25Total non-redeemable preferred stock
    
    $
    191
    
    
    $
    191Redeemable preferred stock:Preferred stock Series 5-A ($0.01 par value, 9,000 shares
authorized; 7,462 shares and 2,852 shares issued and
outstanding as of March 31, 2008 and September 30, 2007,
respectively)
    
    $
    6,489
    
    
    $
    2,519(Aggregate liquidation value is $7,462 and $2,717 as of
March 31, 2008 and September 30, 2007, respectively)(Aggregate redemption value is $8,700 and $3,042 as of
March 31, 2008 and September 30, 2007, respectively)Preferred stock Series 6-A ($0.01 par value, 5,000 shares
authorized; 3,585 shares and 0 shares issued and
outstanding as of March 31, 2008 and September 30, 2007,
respectively)
    
    
    3,287
    
    
    
    (Aggregate liquidation value is $3,585 and $-0- as of March
31, 2008 and September 30, 2007, respectively)(Aggregate redemption value is $4,302 and $-0- as of March
31, 2008 and September 30, 2007, respectively)Preferred stock Series B issued by subsidiary (note 12)
($0.01 par value, 38,250 shares authorized, 19,990 shares
issued and outstanding as of March 31, 2008 and September
30, 2007)
    
    
    2,500
    
    
    
    2,500Total redeemable stock
    
    $
    12,276
    
    
    $
    5,019Common stock ($0.01 par value, 100,000,000 shares
authorized; 8,229,132 and 3,828,739 shares issued and
outstanding as of March 31, 2008 and September 30, 2007,
respectively
    
    $
    82
    
    
    $
    38Additional paid-in capital
    
    
    68,346
    
    
    
    65,355Accumulated deficit
    
    
    (71,357
    )
    
    
    (68,591
    )Other comprehensive loss
    
    
    (52
    )
    
    
    (52
    )Total shareholders deficit
    
    
    (2,981
    )
    
    
    (3,250
    )Total liabilities, preferred stock and shareholders deficit
    
    $
    23,178
    
    
    $
    4,504
 See
 4




---



##### Table of Contents



TRI-ISTHMUS GROUP, INC.
 Three months ended
    
    Six months endedMarch 31, 2008
    
    April 30, 2007
    
    March 31, 2008
    
    April 30, 2007Revenue from services
    
    $
    6,512
    
    
    $
    880
    
    
    $
    11,257
    
    
    $
    1,582Costs and expenses:Selling, general
and administrative
expenses
    
    
    6,833
    
    
    
    1,071
    
    
    
    11,659
    
    
    
    2,476Amortization of
stock-
based compensation
    
    
    62
    
    
    
    54
    
    
    
    81
    
    
    
    111Depreciation and
amortization
    
    
    94
    
    
    
    27
    
    
    
    159
    
    
    
    56Total costs and expenses, net
    
    
    6,989
    
    
    
    1,152
    
    
    
    11,899
    
    
    
    2,643Operating loss
    
    
    (477
    )
    
    
    (272
    )
    
    
    (642
    )
    
    
    (1,061
    )Interest income
    
    
    52
    
    
    
    
    
    
    
    75
    
    
    
    1Interest expense
    
    
    (315
    )
    
    
    
    
    
    
    (509
    )
    
    
    Minority interest
    
    
    (90
    )
    
    
    27
    
    
    
    (169
    )
    
    
    195Net loss from operations before
taxation and non-cash beneficial
conversion feature
    
    $
    (830
    )
    
    $
    (245
    )
    
    $
    (1,245
    )
    
    $
    (865
    )Taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (830
    )
    
    $
    (245
    )
    
    $
    (1,245
    )
    
    $
    (865
    )Non-cash beneficial conversion feature
preferred dividend
    
    
    (1,521
    )
    
    
    
    
    
    
    (1,521
    )
    
    
    Net loss attributable to common
shareholders (Note 2)
    
    $
    (2,351
    )
    
    $
    (245
    )
    
    $
    (2,766
    )
    
    $
    (865
    )Net loss per common share:Basic
    
    $
    (0.29
    )
    
    $
    (0.07
    )
    
    $
    (0.40
    )
    
    $
    (0.23
    )Diluted
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 See
 5




---



##### Table of Contents



TRI-ISTHMUS GROUP, INC.
 Six months ended,March 31, 2008
    
    
    April 30, 2007Cash flows from operating activities:Net loss
    
    $
    (1,245
    )
    
    $
    (865
    )Adjustments to reconcile net loss to net cash used in operating activities:Minority interest
    
    
    47
    
    
    
    (195
    )Depreciation and amortization
    
    
    159
    
    
    
    56Amortization of stock based compensation
    
    
    81
    
    
    
    111Amortization of debt discount
    
    
    233
    
    
    
    Bad debt provision
    
    
    699
    
    
    
    Changes in working capital components:Accounts receivable
    
    
    (1,720
    )
    
    
    102Accounts payable
    
    
    170
    
    
    
    15Others
    
    
    (314
    )
    
    
    248Net cash used in operating activities
    
    
    (1,890
    )
    
    
    (528
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (270
    )
    
    
    Acquisition of subsidiaries, net of cash acquired
    
    
    283
    
    
    
    163Repayment of advance
    
    
    33
    
    
    
    Net cash provided by investing activities
    
    
    46
    
    
    
    163Cash flows from financing activities:Drawdown of convertible loans
    
    
    1,650
    
    
    
    Repayment of notes
    
    
    (54
    )
    
    
    Issuance of preferred stock Series 5-A, net of costs
    
    
    3,853
    
    
    
    1,025Issuance of preferred stock Series 6-A, net of costs
    
    
    3,324
    
    
    
    Net cash provided by financing activities
    
    
    8,773
    
    
    
    1,025Effect of exchange rates on cash
    
    
    1
    
    
    
    2Net increase in cash and cash equivalents
    
    
    6,930
    
    
    
    662Cash and cash equivalents at beginning of period
    
    
    733
    
    
    
    390Cash and cash equivalents at end of period
    
    $
    7,663
    
    
    $
    1,052Cash paid for interest
    
    $
    509
    
    
    $
    
 See
 6




---



##### Table of Contents



1. Summary of Significant Accounting Policies
 Basis of Presentation
 Company we us
    Change in Fiscal Year
 Board
 Cash and Cash Equivalents
  Future Funding
 San Diego ASCs
   RHA
 7




---



##### Table of Contents



Use of Estimates
  Income Taxes
  Functional Currency
  Stock-Based Compensation
 Purchase Plan
  Loss Per Share
  8




---



##### Table of Contents



2. Net (Loss)/Profit Attributable to Common Shareholders
  Three Months ended
    
    
    Six Months endedMarch 31,
    
    
    April 30,
    
    
    March 31,
    
    
    April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(in thousands)Net loss
    
    $
    (830
    )
    
    $
    (245
    )
    
    $
    (1,245
    )
    
    $
    (865
    )Less: deemed non-cash beneficial conversion
feature preferred dividend
    
    
    (1,521
    )
    
    
    
    
    
    
    (1,521
    )
    
    
    Net loss attributable to common shareholders
    
    $
    (2,351
    )
    
    $
    (245
    )
    
    $
    (2,766
    )
    
    $
    (865
    )
 3. Net Loss Per Share
  Three Months ended
    
    Six months endedMarch 31,
    
    April 30,
    
    March 31,
    
    April 30,2008
    
    2007
    
    2008
    
    2007(in thousands)Numerator for basic and diluted loss per share:Net loss attributable to common shareholders
    
    $
    (2,351
    )
    
    $
    (245
    )
    
    $
    (2,766
    )
    
    $
    (865
    )Denominator for basic (loss)/profit per share
 weighted average shares
    
    
    8,229,132
    
    
    
    3,722,916
    
    
    
    6,862,465
    
    
    
    3,698,473Effect of dilutive shares
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AEmployee stock options
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APreferred stock
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AWarrantsNet (loss)/profit per common share:Basic and diluted
    
    $
    (0.29
    )
    
    $
    (0.07
    )
    
    $
    (0.40
    )
    
    $
    (0.23
    )
  4. Amortization of Stock-based Compensation
   9




---



##### Table of Contents



10




---



##### Table of Contents



5. Consolidated Balance Sheet Details
 March 31, 2008
    
    
    September 30, 2007(in thousands)Other current assets:Deposits
    
    $
    30
    
    
    $
    24Stocks
    
    
    433
    
    
    
    Other receivables
    
    
    1,376
    
    
    
    111$
    1,839
    
    
    $
    135Property and equipment:Computer hardware
    
    
    76
    
    
    
    74Leasehold improvements
    
    
    3,618
    
    
    
    30Medical equipment
    
    
    2,468
    
    
    
    1,164Land
    
    
    353
    
    
    
    Accumulated depreciation
    
    
    (264
    )
    
    
    (105
    )Property and equipment, net
    
    $
    6,251
    
    
    $
    1,163
 6. Advance to CSA II, LLC
 Cross Shore RPS
 7. Acquisitions
 Del Mar Point Loma
 11




---



##### Table of Contents



Point Loma
    
    
    Del Mar
    
    
    TotalCash and cash equivalents
    
    $
    109
    
    
    $
    55
    
    
    $
    164Accounts receivable, net
    
    
    950
    
    
    
    569
    
    
    
    1,519Other current assets
    
    
    91
    
    
    
    145
    
    
    
    236Property and equipment, net
    
    
    428
    
    
    
    742
    
    
    
    1,170Accounts payable
    
    
    (51
    )
    
    
    (46
    )
    
    
    (97
    )Total
    
    
    1,527
    
    
    
    1,465
    
    
    
    2,992Less: Minority interest  49%
    
    
    (748
    )
    
    
    (731
    )
    
    
    (1,479
    )Share of net assets
    
    $
    779
    
    
    $
    734
    
    
    $
    1,513Purchase consideration
    
    
    1,250
    
    
    
    1,250
    
    
    
    2,500Goodwill at November 16, 2006
    
    
    471
    
    
    
    516
    
    
    
    987Impairment of goodwill during year ended September 30, 2007
    
    
    (228
    )
    
    
    
    
    
    
    (228
    )Goodwill at March 31, 2008
    
    $
    243
    
    
    $
    516
    
    
    $
    759
   Cash and cash equivalents
    
    $
    348Accounts receivable, net
    
    
    3,591Other current assets
    
    
    550Property and equipment, net
    
    
    4,978Accounts payable
    
    
    (397
    )Accrued expenses
    
    
    (1,106
    )Notes payable
    
    
    (5,420
    )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
    )
  8. Promissory notes
 SMP Ciabattoni Waveland Spector
 12




---



##### Table of Contents



Maturity Date
   9. Commitments and Contingencies
  10. Minority Interest
   11. Warrants
  13




---



##### Table of Contents



14




---



##### Table of Contents



Weighted-AverageNumber of Shares of Common Stock
    
    Exercise Price Per ShareSix Months
    
    Year Ended
    
    Six Months
    
    Year EndedEnded March
    
    September 30,
    
    Ended March
    
    September 30,31, 2008
    
    2007
    
    31, 2008
    
    2007Warrants outstanding at beginning of the
period
    
    
    2,898,700
    
    
    
    1,724,300
    
    
    $
    0.43
    
    
    $
    0.43Granted
    
    
    9,327,035
    
    
    
    1,174,400
    
    
    $
    0.34
    
    
    $
    0.48Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Converted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants outstanding at end of the period
    
    
    12,225,735
    
    
    
    2,898,700
    
    
    $
    0.38
    
    
    $
    0.45Warrants exercisable at end of the period
    
    
    11,418,295
    
    
    
    2,671,617
    
    
    $
    0.38
    
    
    $
    0.45
 12. Issuance of Series B Preferred Stock by Subsidiary
  Exhibits 10.1 10.2
 15




---



##### Table of Contents



13. Preferred Stock
  Series 1-A Preferred Stock
  Series 2-A Preferred Stock
  Series 5-A Preferred Stock
  16




---



##### Table of Contents



Series 6-A Preferred Stock
   17




---



##### Table of Contents



14. Litigation
 HI
 Put Option HI-Owned Shares
  15. Subsequent Events
 Announcements of Outsourcing Relationships
  18




---



##### Table of Contents



Acquisition of SPMC
      Repayment of Loan
    19




---



##### Table of Contents



Issuance of Additional Series 5-A Preferred Shares
   Issuance of Additional Series 6-A Preferred Shares
   20




---



##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD LOOKING STATEMENTS
  OVERVIEW
 RECENT DEVELOPMENTS
 Issuance of Additional Series 5-A Preferred Shares and Warrants
   Issuance of Warrants
  21




---



##### Table of Contents



Issuance of Series 6-A Preferred Shares
   SUBSEQUENT EVENTS
 Entry into Strategic Outsourcing Relationships
  Acquisition of SPMC
 
 22




---



##### Table of Contents



Repayment of Loan
    23




---



##### Table of Contents



Issuance of Additional Series 5-A Preferred Shares
   Issuance of Additional Series 6-A Preferred Shares
   CURRENT OPERATIONS
  24




---



##### Table of Contents



RHA
  STRATEGY
   25




---



##### Table of Contents



RESULTS OF OPERATIONS (All amounts in thousands)
 Three months ended
    
    Six months endedMarch 31, 2008
    
    April 30, 2007
    
    March 31, 2008
    
    April 30, 2007Revenue from services
    
    $
    6,512
    
    
    $
    880
    
    
    $
    11,257
    
    
    $
    1,582Costs and expenses:Selling, general
and administrative
expenses
    
    
    6,833
    
    
    
    1,071
    
    
    
    11,659
    
    
    
    2,476Amortization of
stock-
based compensation
    
    
    62
    
    
    
    54
    
    
    
    81
    
    
    
    111Depreciation and
amortization
    
    
    94
    
    
    
    27
    
    
    
    159
    
    
    
    56Total costs and expenses, net
    
    
    6,989
    
    
    
    1,152
    
    
    
    11,899
    
    
    
    2,643Operating loss
    
    
    (477
    )
    
    
    (272
    )
    
    
    (642
    )
    
    
    (1,061
    )Interest income
    
    
    52
    
    
    
    
    
    
    
    75
    
    
    
    1Interest expense
    
    
    (315
    )
    
    
    
    
    
    
    (509
    )
    
    
    Minority interest
    
    
    (90
    )
    
    
    27
    
    
    
    (169
    )
    
    
    195Net loss from operations before
taxation and non-cash beneficial
conversion feature
    
    $
    (830
    )
    
    $
    (245
    )
    
    $
    (1,245
    )
    
    $
    (865
    )Taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (830
    )
    
    $
    (245
    )
    
    $
    (1,245
    )
    
    $
    (865
    )Non-cash beneficial conversion feature
preferred dividend
    
    
    (1,521
    )
    
    
    
    
    
    
    (1,521
    )
    
    
    Net loss attributable to common
shareholders (Note 2)
    
    $
    (2,351
    )
    
    $
    (245
    )
    
    $
    (2,766
    )
    
    $
    (865
    )Net loss per common share:Basic
    
    $
    (0.29
    )
    
    $
    (0.07
    )
    
    $
    (0.40
    )
    
    $
    (0.23
    )Diluted
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 MATERIAL CHANGES IN RESULTS OF OPERATIONS  THREE MONTHS ENDED MARCH 31, 2008, COMPARED TO THREE
MONTHS ENDED APRIL 30, 2007 AND SIX MONTHS ENDED MARCH 31, 2008, COMPARED TO SIX MONTHS ENDED APRIL
30, 2007
   26




---



##### Table of Contents



MATERIAL CHANGES IN FINANCIAL CONDITION  AT MARCH 31, 2008, COMPARED TO SEPTEMBER 30, 2007:
           27




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
      OFF-BALANCE SHEET FINANCING
  CRITICAL ACCOUNTING POLICIES
  28




---



##### Table of Contents



Item 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
 29




---



##### 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
  30




---



##### Table of Contents



Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5.
    
    OTHER INFORMATION
  
 Item 6.
    
    EXHIBITS
 SEC
 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 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)4.2
    
    Certificate of Amendment to the Certificate of Designation of Rights and
Preferences of Series 5-A Convertible Preferred Stock4.3*
    
    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)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 (Parent), SPMC Acquisition
Corporation, an Oklahoma corporation and wholly-owned subsidiary of Parent (Merger
Sub), Southern Plains Medical Center, Inc., an Oklahoma corporation (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, Parent), SPMC
Acquisition Company, an Oklahoma corporation and a wholly owned subsidiary of Parent
(Merger Sub), Southern Plains Medical Center, Inc., an Oklahoma corporation
(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)
 31




---



##### Table of Contents



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)16.1*
    
    Letters from Mendoza Berger & Company LLP dated February 11, 2008 regarding
change in independent accountant (filed as Exhibit 16.1 to the Form 8-K, as filed with
the SEC on February 11, 2008)16.2*
    
    Letter from Mendoza Berger & Company LLP dated February 12, 2008 regarding
change in independent accountant (filed as Exhibit 16.1 to the Form 8-K/A, as filed
with the SEC on February 12, 2008)16.3*
    
    Letters from Mendoza Berger & Company LLP dated February 19, 2008 regarding
change in independent accountant (filed as Exhibit 16.1 to the Form 8-K/A, as filed
with the SEC on February 19, 2008)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
 32




---



##### Table of Contents



SIGNATURES
  Date:  May 20, 2008
    Tri-Isthmus Group, Inc.(Registrant)By:
    /s/ David HirschhornDavid HirschhornChief Executive Officer
(Principal Executive Officer)Date:  May 20, 2008
    /s/ Dennis M. SmithDennis M. SmithChief Financial Officer
(Principal Financial Officer) 33




---



##### Table of Contents



EXHIBIT INDEX
 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 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)4.2
    
    Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 5-A
Convertible Preferred Stock4.3*
    
    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)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 (Parent), SPMC Acquisition Corporation, an Oklahoma corporation and
wholly-owned subsidiary of Parent (Merger Sub), Southern Plains Medical Center, Inc., an Oklahoma
corporation (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, Parent), SPMC Acquisition Company, an Oklahoma
corporation and a wholly owned subsidiary of Parent (Merger Sub), Southern Plains Medical Center,
Inc., an Oklahoma corporation (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)16.1*
    
    Letters from Mendoza Berger & Company LLP dated February 11, 2008 regarding change in independent
accountant (filed as Exhibit 16.1 to the Form 8-K, as filed with the SEC on February 11, 2008)16.2*
    
    Letter from Mendoza Berger & Company LLP dated February 12, 2008 regarding change in independent
accountant (filed as Exhibit 16.1 to the Form 8-K/A, as filed with the SEC on February 12, 2008)16.3*
    
    Letters from Mendoza Berger & Company LLP dated February 19, 2008 regarding change in independent
accountant (filed as Exhibit 16.1 to the Form 8-K/A, as filed with the SEC on February 19, 2008)31.1
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193431.2
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193432.1
    
    Certification Pursuant to 18 U.S.C. 135032.2
    
    Certification Pursuant to 18 U.S.C. 1350
 
 *
    
    Previously filed with the SEC as indicated, and hereby incorporated herein by reference. 34