UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~June 3130, ~~2010~~2014

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.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE		77-0557617
(State or Other Jurisdiction		(I.R.S. Employer
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
of Incorporation or Organization)		Identification No.)
433 North Camden Drive #810
Beverly Hills, California		90210
(Address of principal executive offices)		(Zip Code)

433 North Camden Drive #810

Beverly Hills, California

90210

(Address of principal executive offices)

(Zip Code)

(310) 860-2501

(Registrant’s Telephone Number, Including Area Code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

þIndicate ~~Yes~~by ocheck mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes o No

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

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ (Do not check if a smaller reporting company) Smaller reporting company þx

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

oNumber ~~Yes~~of þshares No of common stock outstanding as of August 13, 2014 19,659,507

NumberTable of shares of common stock outstanding as of February 17, 2011 15,143,001Contents

TABLE OF CONTENTS

	Page
PART I		12
FINANCIAL INFORMATION		12
Item 1. FINANCIAL STATEMENTS		12
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		1714
RESULTS OF OPERATIONS		22
PART II		20
MATERIAL CHANGES IN RESULTS OF OPERATIONS		22
Item 1. LEGAL PROCEEDINGS		20
MATERIAL CHANGES IN FINANCIAL CONDITION — AT DECEMBER 31, 2010, COMPARED TO SEPTEMBER 30, 2010:		23
Item 1A. RISK FACTORS		20
LIQUIDITY AND CAPITAL RESOURCES		24
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		20
OFF-BALANCE SHEET ARRANGEMENTS		25
Item 3. DEFAULTS UPON SENIOR SECURITIES		20
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		25
Item 4. MINE SAFETY DISCLOSURES		20
Item 4. CONTROLS AND PROCEDURES		25
Item 5. OTHER INFORMATION		20
PART II OTHER INFORMATION		26
Item 6. EXHIBITS		20
Item 1. LEGAL PROCEEDINGS		26
SIGNATURES		21
Item 1A. RISK FACTORS		26
EXHIBIT INDEX		22
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		26
Item 3. DEFAULTS UPON SENIOR SECURITIES		26
Item 4. [REMOVED AND RESERVED]		26
Item 5. OTHER INFORMATION		26
Item 6. EXHIBITS		26
SIGNATURES		34
EXHIBIT INDEX		35
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I

FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

FIRST PHYSICIANS CAPITAL GROUP, INC. ~~CONDENSED~~ ~~CONSOLIDATED BALANCE SHEETS (in thousands, except shares and per share data)~~

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

CONDENSED CONSOLIDATED BALANCE SHEETS

1 (in thousands, except shares and per share data)


	June 30, 2014			September 30, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,890		$	982
Accounts receivable, net of allowance for uncollectible accounts		17,266			13,690
Prepaid expenses		199			66
Other current assets		9			14

Total current assets		19,364			14,752
Property and equipment, net		—			2
Notes receivable		22,343			22,343
Other assets		235			249

Total assets	$	41,942		$	37,346

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	702		$	1,116
Accrued expenses		1,614			3,132
Income taxes payable		525			212
Current maturities of long term debt		432			1,857
Liabilities of discontinued operations		557			557

Total current liabilities		3,830			6,874
Long term debt, net of current portion		5,390			5,692
Deferred gain		15,345			15,496

Total liabilities		24,565			28,062
Commitments and contingencies
Non-redeemable preferred stock:
Preferred stock Series 1-A ($0.01 par value, 2,802,000 shares authorized; 67,600 outstanding as of June 30, 2014 and September 30, 2013)		166			166
Preferred stock Series 2-A ($0.01 par value, 1,672,328 shares authorized; 3,900 outstanding as of June 30, 2014 and September 30, 2013)		25			25

Total non-redeemable preferred stock		191			191
Redeemable preferred stock:
Preferred stock Series 5-A ($0.01 par value, 9,000 shares authorized; 9,000 outstanding as of June 30, 2014 and September 30, 2013)		7,832			7,832
Preferred stock Series 6-A ($0.01 par value, 5,000 shares authorized; 4,875 outstanding as of June 30, 2014 and September 30, 2013)		4,381			4,381

Total redeemable preferred stock		12,213			12,213
Stockholders’ equity (deficit):
Common stock ($0.01 par value, 100,000,000 shares authorized; 23,909,507 and 15,049,047 outstanding as of June 30, 2014 and September 30, 2013, respectively)		242			153
Additional paid-in-capital		81,787			81,578
Accumulated deficit		(76,952	)		(84,747	)
Treasury stock, at cost (149,744 shares as of June 30, 2014 and September 30, 2013)		(104	)		(104	)

Total stockholders’ equity (deficit)		4,973			(3,120	)

Total liabilities, preferred stock and stockholders’ equity (deficit)	$	41,942		$	37,346

~~FIRST~~The ~~PHYSICIANS~~accompanying ~~CAPITAL~~notes ~~GROUP,~~are ~~INC. CONDENSED~~an ~~CONSOLIDATED~~integral ~~BALANCE~~part ~~SHEETS (in~~of ~~thousands,~~these ~~except~~unaudited ~~shares~~condensed ~~and~~consolidated ~~per~~financial ~~share~~statements. ~~data)~~

	December 31,			September 30,
	2010			2010
	(Unaudited)
Commitments and contingencies
Non-redeemable preferred stock:
Preferred stock Series 1-A ($0.01 par value, 2,802,000 shares authorized; 67,600 shares issued and outstanding as of December 31, 2010 and September 30, 2010)		166			166
Preferred stock Series 2-A ($0.01 par value, 1,672,328 shares authorized; 3,900 shares issued and outstanding as of December 31, 2010 and September 30, 2010)		25			25
Total non-redeemable preferred stock		191			191
Redeemable preferred stock:
Preferred stock Series 5-A ($0.01 par value, 5,000,000 shares authorized; 9,000 shares issued and outstanding as of December 31, 2010 and September 30, 2010 )		7,832			7,832
Preferred stock Series 6-A ($0.01 par value, 5,000 shares authorized; 4,875 shares issued and outstanding as of December 31, 2010 and September 30, 2010)		4,381			4,381
Total redeemable preferred stock		12,213			12,213
Common 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			153
Additional paid-in capital		79,493			79,235
Accumulated 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			1,105
Total stockholders’ deficit		(16,735	)		(15,277	)
Total liabilities, preferred stock and stockholders’ deficit	$	24,613		$	25,730

TheTable accompanying notes are an integral part of these condensed consolidated financial statements. Quarterly comparative financial information is based on unaudited financial reports, prepared by management, based on previous quarterly filings. Contents

2 FIRST PHYSICIANS CAPITAL GROUP, INC.

~~Table~~CONDENSED ofCONSOLIDATED ~~Contents~~STATEMENTS OF OPERATIONS

~~FIRST~~(in ~~PHYSICIANS~~thousands ~~CAPITAL~~except ~~GROUP,~~share ~~INC.~~ and per share data)

~~CONDENSED~~(Unaudited) ~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

(in thousands except share and per share data)


	Three months ended
	June 30, 2014			June 30, 2013
Net revenue from services	$	6,291		$	4,763
Costs and expenses:
Selling, general and administrative expenses		3,840			3,188
Depreciation and amortization		—			2

Total costs and expenses		3,840			3,190

Operating income		2,451			1,573
Other expense:
Interest expense		(102	)		(148	)

Total other expense		(102	)		(148	)

Income from continuing operations before taxation		2,349			1,425
Income tax expense		(98	)		—

Income from continuing operations		2,251			1,425

Income from discontinued operations, net of income taxes (including net gain from disposal of assets of $50 and $50, respectively. See Note 2. “Discontinued Operations”)		50			50

Net income	$	2,301		$	1,475

Basic earnings per share of common stock:
Continuing operations	$	0.09		$	0.09
Discontinued operations		0.01			0.01

Total basic earnings per share of common stock	$	0.10		$	0.10

Diluted earnings per share of common stock:
Continuing operations	$	0.03		$	0.02
Discontinued operations		0.00			0.00

Total diluted earnings per share of common stock	$	0.03		$	0.02

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Three months ended
	December 31,			December 31,
	2010			2009
Revenue from services	$	7,861		$	9,402
Costs and expenses:
Selling, general and administrative expenses		7,354			8,743
Provision for doubtful accounts		1,002			1,506
Amortization of stock-based compensation		258			278
Depreciation and amortization		322			290
Total costs and expenses		8,936			10,817
Operating loss		(1,075	)		(1,415	)
Other income		19			436
Interest 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

TheTable accompanying notes are an integral part of these condensed consolidated financial statements. Quarterly comparative financial information is based on unaudited financial reports, prepared by management, based on previous quarterly filings. Contents

3 FIRST PHYSICIANS CAPITAL GROUP, INC.

~~Table~~CONDENSED ofCONSOLIDATED ~~Contents~~STATEMENTS OF OPERATIONS

~~FIRST~~(in ~~PHYSICIANS~~thousands ~~CAPITAL~~except ~~GROUP,~~share ~~INC.~~ and per share data)

~~CONDENSED~~(Unaudited) ~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

(in thousands)


	Nine months ended
	June 30, 2014			June 30, 2013
Net revenue from services	$	18,124		$	14,402
Costs and expenses:
Selling, general and administrative expenses		9,760			9,290
Depreciation and amortization		2			7

Total costs and expenses		9,762			9,297

Operating income		8,362			5,105
Other expense:
Interest expense		(405	)		(666	)

Total other expense		(405	)		(666	)

Income from continuing operations before taxation		7,957			4,439
Income tax expense		(313	)		—

Income from continuing operations		7,644			4,439

Income from discontinued operations, net of income taxes (including net gain from disposal of assets of $151 and $151, respectively. See Note 2. “Discontinued Operations”)		151			151

Net income	$	7,795		$	4,590

Basic earnings per share of common stock:
Continuing operations	$	0.42		$	0.29
Discontinued operations		0.01			0.01

Total basic earnings per share of common stock	$	0.43		$	0.30

Diluted earnings per share of common stock:
Continuing operations	$	0.12		$	0.07
Discontinued operations		0.00			0.01

Total diluted earnings per share of common stock	$	0.12		$	0.08

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Three months ended
	December 31,			December, 31
	2010			2009
Cash 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			180
Depreciation and amortization		322			290
Amortization of stock based compensation		258			278
Amortization of debt discount		—			359
Amortization of deferred gain on sale of assets		(22	)		—
Bad debt provision		1,002			1,506
Changes in working capital components:
Accounts receivable		(835	)		(1,115	)
Accounts payable and accrued expenses		778			(371	)
Other		(382	)		7
Discontinued operations		97			114
Net 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		—			389
Issuance of common stock		—			100
Issuance of preferred stock Series 5-A, net of costs		—			13
Issuance of preferred stock Series 6-A, net of costs		—			43
Proceeds from long-term debt		—			129
Discontinued operations		(10	)		(9	)
Net cash provided by (used in) financing activities		(520	)		199
Net decrease in cash and cash equivalents		(855	)		(750	)
Cash and cash equivalents at beginning of period		1,662			2,305
Cash and cash equivalents at end of period	$	807		$	1,555
Cash paid for interest	$	312		$	334

4 Table of Contents

~~Table~~FIRST ofPHYSICIANS ~~Contents~~CAPITAL GROUP, INC.

~~During~~CONDENSED ~~the~~CONSOLIDATED ~~fiscal~~STATEMENTS ~~quarter-ended~~OF ~~December 31,~~CASH ~~2009,~~FLOWS ~~the fair value of warrants issued in conjunction with the extension of the convertible notes which were issued in connection with the Bridge Financing amounted to $283,000.~~

~~During~~(in ~~the~~thousands) fiscal quarter-ended December 31, 2010, there was a non-cash transaction which involved the elimination of a $150,000 note payable to the physician group from which the Chandler Clinic was originally purchased related to the sale of the Chandler Clinic operation.

~~The~~(Unaudited) accompanying notes are an integral part of these condensed consolidated financial statements. Quarterly comparative financial information is based on unaudited financial reports, prepared by management, based on previous quarterly filings.


	Nine months ended
	June 30, 2014			June 30, 2013
Cash flows from operating activities:
Net income	$	7,795		$	4,590
Income from discontinued operations		151			151

Income from continuing operations		7,644			4,439
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2			7
Amortization of stock-based compensation		15			570
Bad debt provision		7,710			7,335
Changes in working capital components:
Accounts receivable		(11,286	)		(10,285	)
Prepaid expenses		(133	)		(182	)
Other assets		19			8
Accounts payable		(414	)		(78	)
Income taxes payable		313			—
Accrued expenses		(1,235	)		563

Net cash provided by continuing operations’ operating activities		2,635			2,377
Net cash used in discontinued operations’ operating activities		—			(7	)

Net cash provided by operating activities		2,635			2,370
Cash flows from financing activities:
Proceeds from long term debt		650			—
Payments on long term debt		(2,377	)		(3,571	)

Net cash used in financing activities		(1,727	)		(3,571	)

Net increase (decrease) in cash and cash equivalents		908			(1,201	)
Cash and cash equivalents at beginning of period		982			1,389

Cash and cash equivalents at end of period	$	1,890		$	188

Supplemental cash flow information:
Cash paid for interest	$	876		$	422

Cash paid for taxes	$	—		$	—

Non-cash transactions:
Warrants related to 2009 Bridge financing exercised for common stock, cash proceeds of $85,000 received in Fiscal 2013	$	85		$	—

Warrants exercised for common stock, cash proceeds of $198,000 received in Fiscal 2012	$	198		$	—

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

~~FIRST~~5 ~~PHYSICIANS CAPITAL GROUP, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

1.Table Summary of Significant Accounting Policies Contents

~~Basis~~FIRST ofPHYSICIANS ~~Presentation~~ CAPITAL GROUP, INC.

~~The~~NOTES ~~accompanying~~TO ~~unaudited~~THE ~~condensed~~CONDENSED ~~consolidated~~CONSOLIDATED ~~financial~~FINANCIAL ~~statements~~STATEMENTS of First Physicians Capital Group, Inc., f/k/a Tri-Isthmus Group, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our,” depending on the context), as of December 31, 2010 and September 30, 2010 and for the three-month periods ended December 31, 2010 and December 31, 2009, respectively, have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K (the “Form 10-K”), filed with the United States Securities and Exchange Commission (the “SEC”) on February 14, 2011, and any amendments thereto, for the Fiscal Year Ended September 30, 2010 (the “Fiscal Year Ended September 30, 2010”). In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial information included herein.

~~The~~1. ~~consolidated~~Summary ~~financial statements include our accounts and the accounts~~ of ~~our subsidiaries.~~Significant ~~All~~Accounting ~~significant~~Policies ~~inter-company balances and transactions have been eliminated.~~

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

The accompanying unaudited condensed consolidated ~~results~~financial statements of First Physicians Capital Group, Inc., f/k/a Tri-Isthmus Group, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our,” depending on the context), as of June 30, 2014 and for ~~interim~~the three and nine month periods ~~are~~ended ~~not~~June 30, ~~necessarily~~2014 ~~indicative~~and ofJune 30, 2013, have ~~expected~~been ~~results~~prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K (the “Form 10-K”), filed with the United States Securities and Exchange Commission (the “SEC”) on April 4, 2014, and any amendments thereto, for the ~~full~~Fiscal ~~fiscal~~Year ~~year~~Ended September 30, 2013 (the “Fiscal Year Ended September 30, 2013”). In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial information included herein.

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

WeThe ~~have~~results ~~sustained operating losses since inception and had an accumulated deficit of approximately $97.3 million~~ as of ~~December~~September 3130, ~~2010.~~2013 ~~This~~have ~~deficit has~~ been ~~funded~~derived ~~primarily through~~from ~~preferred~~our ~~stock~~audited ~~and~~consolidated ~~common~~financial statements ~~stock,~~for ~~promissory~~the ~~notes~~fiscal ~~and~~year ~~cash~~ended ~~generated~~as ~~from~~of ~~operations~~such date.

AtThe ~~December 31,~~unaudited ~~2010,~~consolidated weresults ~~had~~for ~~current~~interim ~~liabilities~~periods are not necessarily indicative of ~~$12.1 million~~expected ~~and~~results ~~current~~for ~~assets~~the offull $7fiscal year.~~6 million.~~

~~Our~~Funding recurring losses from operations and anticipated future losses raise substantial doubt about our ability to continue as a going concern. Our plan of operations, even if successful, may not result in cash flow sufficient to finance our business. Realization of our assets is dependent upon our continued operations, which in turn is dependent upon meeting financing requirements and the success of future operations.

~~Our~~We ~~ability~~have toan ~~continue~~accumulated asdeficit ~~a going concern is dependent on improving profitability and cash flow and securing additional financing. While we believe in the viability~~ of ~~our~~approximately ~~strategy~~$77 ~~to raise~~million ~~additional funds and that the actions presently being taken provide the opportunity to continue~~ as aof ~~going concern~~June 30, ~~there can be no assurances to that effect~~2014. ~~These~~This ~~financial statements~~deficit dohas ~~not~~been ~~include~~funded ~~any~~primarily ~~adjustments~~through ~~related to~~ the issuance ~~recoverability and classification~~ of ~~asset~~ ~~amounts~~promissory ornotes, the ~~amounts~~sale ~~and classification~~ of ~~liabilities~~preferred ~~that~~and ~~might~~common bestock, ~~necessary~~and ifcash wegenerated ~~are unable~~from ~~to continue as a going concern~~operations.

~~Reclassifications~~At June 30, 2014, we had current liabilities of $3.8 million and current assets of $19.4 million.

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

6For critical accounting policies affecting us, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2013. Critical accounting policies affecting us have not changed materially since September 30, 2013.

~~Table~~Recent ofAccounting ~~Contents~~Standards

~~Critical~~In May 2014, the Financial Accounting ~~Policies~~Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.

~~For~~6 critical accounting policies affecting us, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2010. Critical accounting policies affecting us have not changed materially since September 30, 2010.

RecentTable Accountingof Pronouncements Contents

InFIRST ~~January 2010,~~PHYSICIANS ~~new~~CAPITAL guidance was issued regarding improving disclosures about fair value measurements. This standard amends the disclosure guidance with respect to fair value measurements for both interim and annual reporting periods. SpecificallyGROUP, this standard requires new disclosures for significant transfers of assets or liabilities between Level 1 and Level 2 in the fair value hierarchy; separate disclosures for purchases, sales, issuance and settlements of Level 3 fair value items on a gross rather than net, basis; and more robust disclosure of the valuation techniques and inputs used to measure Level 2 and Level 3 assets and liabilitiesINC. ~~Except~~ for the detailed disclosures of changes in Level 3 items, which will be effective as of October 1, 2011, the remaining new disclosure requirements are effective as of October 1, 2010. The adoption of this standard did not have a material impact on our financial condition or results of operations.

~~Fair~~NOTES ~~Value~~TO ofTHE ~~Financial~~CONDENSED ~~Instruments~~ CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

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

2Carrying amounts of certain of our financial instruments, including accounts receivable, accounts payable and accrued expenses approximate fair value due to their short maturities. ~~Discontinued~~ ~~Operations~~Carrying value of notes receivable may not approximate fair value as the Company has ceased accruing interest income. Carrying value of long-term debt approximates fair value as they bear market rates of interest. None of our financial instruments are held for trading purposes.

~~On January 10,~~Revenue ~~2011,~~Recognition the Company completed the sale of its operations in Tishomingo, Oklahoma. As of December 31, 2010, the assets of the Tishomingo operation were recorded as assets held for sale and the liabilities as liabilities of operations held for sale (See Footnote 13 — Subsequent Events). The Company has reclassified to discontinued operations, for all periods presented, the results of operations from the Tishomingo operation.

7The Company has contracted billing rates for its management services which it bills as gross revenue as services are delivered. Gross billed revenues are then reduced by the Company’s estimate of allowances based on expected collections, which includes the provision for doubtful accounts, to arrive at net revenues. Net revenues may not represent amounts ultimately collected. The Company adjusts current period revenue for differences in estimated revenue recorded in prior periods and actual cash collections.

~~Table~~The following oftable ~~Contents~~shows gross revenues and allowances for the three and nine month periods ended June 30, 2014 and 2013 (in thousands):

The results of discontinued operations for the Tishomingo, Oklahoma operation for the three months ended December 31, 2010 and 2009 are as follows (in thousands):


	Three months ended						Nine months ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Revenue from services	$	8,673		$	7,194		$	25,834			21,737
Allowances		(2,382	)		(2,431	)		(7,710	)		(7,335	)

Net revenue	$	6,291		$	4,763		$	18,124		$	14,402

Allowances percentage		28	%		34	%		30	%		34	%

	Three Months ended
	December 31,			December 31,
	2010			2009
Revenue from services	$	886		$	926
Costs and expenses:
Selling, general and administrative expenses		826			972
Provision for doubtful accounts		152			177
Depreciation and amortization		29			29
Total costs and expenses		1,007			1,178
Operating loss		(121	)		(252	)
Interest expense		(21	)		(22	)
Loss before income taxes		(142	)		(274	)
Taxation		—			—
Total discontinued operations	$	(142	)	$	(274	)

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

A2. ~~summary~~Discontinued ofOperations ~~the assets and liabilities of the Tishomingo, Oklahoma operation as of December 31, 2010 and 2009 is as follows (in thousands):~~

	December 31,		December 31,
	2010		2009
Current assets	$	251	$	228
Non-current assets		1,723		1,752
Total assets		1,974		1,980
Current liabilities		803		711
Non-current liabilities		1,107		1,117
Total liabilities		1,910		1,828
	$	64	$	152

As of June 30, 2014 and September 30, 2013, the remaining operating liabilities of RHA Tishomingo, RHA Anadarko, RHA Stroud, SPMC, Del Mar, Point Loma, and SPA, have been recorded as liabilities of discontinued operations. We have reclassified the results of operations of RHA Tishomingo, RHA Anadarko, RHA Stroud, SPMC, Del Mar, Point Loma, and SPA for all periods presented, to discontinued operations. As of June 30, 2014 and September 30, 2013, there was $557,000 of current liabilities classified as liabilities of discontinued operations. In fiscal year 2011, a deferred gain of $4.0 million was recorded related to the sale-leaseback of the RHA Anadarko and RHA Stroud assets, and is being amortized on a straight-line basis over the 20 year lease term. The Company recognized $50,000 and $151,000 of gain during each of the three and nine month periods, respectively, ended June 30, 2014 and 2013, which is included in income from discontinued operations on the accompanying Consolidated Statements of Operations.

8 7

~~3. Net~~FIRST ~~Loss~~PHYSICIANS ~~Per~~CAPITAL ~~Share~~ GROUP, INC.

	Three Months ended
	(in thousands)
	December 31,			December 31,
	2010			2009
Numerator 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			14,182,308
Effect of dilutive shares:
Employee stock options		N/A			N/A
Preferred stock		N/A			N/A
Warrants		N/A			N/A
Net loss per common share:
Basic and diluted	$	(0.11	)	$	(0.15	)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

~~Since~~3. weEarnings ~~had~~Per aShare net loss for both the three months ended December 31, 2010 and December, 31 2009, potential shares of common stock equivalents outstanding are excluded from the computation of diluted net loss per share, as their effect is anti-dilutive.

~~4. Accounts~~The ~~Receivable~~following table shows the calculation of earnings per share for the three and nine month periods ended June 30, 2014 and 2013 (in thousands, except for per share data):

Accounts receivable consisted of the following (in thousands):


	Three months ended				Nine months ended
	(in thousands)				(in thousands)
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
Numerator for basic and diluted earnings per share:
Net income attributable to continuing operations	$	2,251	$	1,425	$	7,644	$	4,439
Net income attributable to discontinued operations		50		50		151		151
Denominator for basic earnings per share — weighted average shares		23,850		15,050		18,139		15,050
Numerator for diluted earnings per share:
Net income attributable to continuing operations		2,254		1,459		7,715		4,541
Net income attributable to discontinued operations		50		50		151		151
Denominator for diluted earnings per share — weighted average shares		70,371		62,426		66,861		62,426
Basic earnings per share of common stock:
Continuing operations	$	0.09	$	0.09	$	0.42	$	0.29
Discontinued operations		0.01		0.01		0.01		0.01

Total basic earnings per share of common stock	$	0.10	$	0.10	$	0.43	$	0.30

Diluted earnings per share of common stock:
Continuing operations	$	0.03	$	0.02	$	0.12	$	0.07
Discontinued operations		0.00		0.00		0.00		0.01

Total diluted earnings per share of common stock	$	0.03	$	0.02	$	0.12	$	0.08

	December 31,			September 30,
	2010			2010
Gross patient accounts receivable	$	24,931		$	23,365
Reserves for bad debt		(7,960	)		(5,049	)
Reserves for contractual allowances		(13,498	)		(14,675	)
Patient accounts receivable, net	$	3,473		$	3,641

Basic earnings per share are computed using the weighted average number of common shares outstanding for the period. The dilutive effect of potential common shares outstanding is included in diluted earnings per share. The computations for diluted earnings per share for the three and nine months ended June 30, 2014 and 2013, are as follows (in thousands):

5. Other Current Assets


	Three months ended (in thousands)				Nine months ended (in thousands)
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
Basic weighted average shares		23,850		15,050		18,139		15,050
Effect of dilutive securities:
Warrants		1,132		—		2,012		—
Preferred stock		45,223		45,216		45,223		45,216
Convertible debt		166		2,160		1,487		2,160

Potential dilutive common shares		70,371		62,426		66,861		62,426

~~Other~~For ~~current~~the ~~assets~~three ~~consisted~~and nine month periods ended June 30, 2014 and 2013, the Company had stock options outstanding to purchase up to 150,000 and 6,760,000 shares of common stock, respectively, which had strike prices above market value and so are considered “out-of-the-money.” ~~following~~As ~~(in~~a ~~thousands):~~result, they were excluded from the computation of diluted earnings per share.

	December 31,		September 30,
	2010		2010
Deposits	$	235	$	105
Medical supplies		455		452
Other receivables		318		335
Total other current assets	$	1,008	$	892

For the nine month period ended June 30, 2014 the Company had warrants outstanding to purchase up to 6,370,879 shares of common stock, which had strike prices above market value and so are considered “out-of-the-money.” As a result, they were excluded from the computation of diluted earnings per share.

9For the three and nine month periods ended June 30, 2013, the Company had warrants outstanding to purchase up to 360,000 shares of common stock, which had strike prices above market value and so are considered “out-of-the-money.” As a result, they were excluded from the computation of diluted earnings per share

~~Table~~For the three month periods ended June 30, 2014 and 2013, interest expense of ~~Contents~~$3,000 and $34,000 respectively related to the convertible debt was added back to net income attributable to continuing operations for the computation of diluted earnings per share. For the nine month periods ended June 30, 2014 and 2013, interest expense of $71,000 and $102,000 respectively related to the convertible debt was added back to net income attributable to continuing operations for the computation of diluted earnings per share.

~~6. Property~~8 ~~and Equipment~~

PropertyTable and equipment consisted of the following (in thousands): Contents

	December 31,			September 30,
	2010			2010
Computer hardware	$	79		$	79
Furniture, fixtures and medical equipment		4,270			4,270
Land		929			929
Buildings		13,329			13,329
Leasehold improvements		920			920
Accumulated depreciation		(3,987	)		(3,665	)
Property and equipment, net	$	15,540		$	15,862

FIRST PHYSICIANS CAPITAL GROUP, INC.

~~7. Bridge~~NOTES ~~Financing~~TO ~~and~~THE ~~Unregistered~~CONDENSED ~~Sales~~CONSOLIDATED ofFINANCIAL ~~Equity~~STATEMENTS – CONTINUED ~~Securities~~

~~During the fiscal year ended September 30, 2009, we entered into a bridge financing transaction (the “Bridge Financing”) which was consummated in three separate closings~~4. ~~On February 11,~~Accounts ~~2009,~~Receivable we completed the first closing of the Bridge Financing, a transaction in which we entered into the following two promissory notes, each dated as of February 6, 2009: (i) a convertible promissory note with SMP Investments I, LLC, a Michigan limited liability company (“SMP”), in the principal amount of $500,000 and (ii) a convertible promissory note with Anthony J. Ciabattoni, Trustee of the Ciabattoni Living Trust, dated August 17, 2000 (“Ciabattoni”), in the principal amount of $1,000,000 (collectively, the “Bridge Notes”). SMP and Ciabattoni are each a “Bridge Lender” and are collectively referred to herein as the “Bridge Lenders.”

OnAccounts ~~February 11,~~receivable ~~2009,~~consisted ~~in addition to the issuance~~ of the ~~Bridge~~following ~~Notes, we issued four warrants to purchase our common stock, par value $0.01 per share~~ (~~the~~in ~~“Common Stock”~~thousands)~~, to the Bridge Lenders as follows~~: (i) a warrant issued to SMP for the purchase of up to 375,000 shares of Common Stock at an initial exercise price of $0.50 per share and exercisable for a period of three years from the date of issuance; (ii) a warrant issued to SMP for the purchase of up to 250,000 shares of Common Stock at an initial exercise price of $0.75 per share and exercisable for a period of three years from the date of issuance; (iii) a warrant issued to Ciabattoni for the purchase of up to 750,000 shares of Common Stock at an initial exercise price of $0.50 per share and exercisable for a period of three years from the date of issuance; and (iv) a warrant issued to Ciabattoni for the purchase of up to 500,000 shares of Common Stock at an initial exercise price of $0.75 per share and exercisable for a period of three years from the date of issuance.

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


	June 30,			September 30,
	2014			2013
Gross accounts receivable	$	44,161		$	32,875
Reserves for bad debt		(26,895	)		(19,185	)

Accounts receivable, net	$	17,266		$	13,690

The Bridge Lenders have agreed to extensions as follows: the maturity date of the promissory note held by SMP, in the principal amount of $500,000, is extended to August 6, 2011; the maturity date of the promissory note held by Ciabattoni, in the principal amount of $1,000,000, is extended to February 6, 20135. ~~Effective~~Long ~~February 1,~~Term ~~2010,~~Debt ~~the interest rate was changed from 16% to 10% per annum for the Bridge Notes.~~

~~The~~During ~~Bridge~~the ~~Notes~~Fiscal ~~include~~Year aEnded ~~conversion~~September ~~feature~~30, ~~allowing~~2009, ~~each~~we ~~Bridge~~entered ~~Lender~~several tobridge ~~convert~~financing ~~all~~transactions ~~or any portion of~~ (the ~~entire~~“2009 ~~unpaid~~Bridge Financing”). During ~~principal and any unpaid accrued interest at~~ the ~~date~~Fiscal ~~upon~~Year ~~which the~~Ended ~~conversion~~September is30, to2011, bewe ~~effected~~entered into aseveral ~~number~~bridge offinancing ~~shares~~transactions ~~of Common Stock, determined by dividing~~ (the ~~sum~~“2011 ofBridge ~~the~~Financing”) ~~unpaid principal~~ and During ~~unpaid accrued interest at~~ the ~~conversion~~Fiscal ~~date~~Year byEnded ~~the~~September ~~conversion~~30, ~~price in effect at the conversion date. The initial conversion price is $0.625~~2012, ~~which~~we ~~price~~entered ~~is adjustable as set forth in the~~into ~~Bridge~~additional ~~Notes.~~bridge Asfinancing oftransactions ~~December 31, 2010, none of~~ (the “2012 Bridge ~~Lenders has effected such a conversion~~Financing”).

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

~~Table~~In January 2014, each of ~~Contents~~2009 Bridge Financing lenders agreed to extend the maturity of their respective notes with the same terms and conditions contained in the originally executed notes and related extensions until June 30, 2014.

~~The~~9 Bridge Notes include a provision granting the Bridge Lenders, to the extent that the Bridge Lenders holding notes representing a majority of the aggregate outstanding principal amount of the Bridge Notes agree, demand registration rights with respect to the resale of the shares of Common Stock that would be issuable upon conversion of the Bridge Notes, which rights vest thirty-six (36) months after the date of issuance of the Bridge Notes. The registration statement would be prepared by us at our expense and filed on Form S-1 or other appropriate form and, once declared effective, allow the registered securities to be sold on a continuous basis. In such circumstances, we would keep the registration statement continuously effective until certain conditions are met which would allow us to stop maintaining its effectiveness.

OnTable March 3, 2009, we completed the second closing of the Bridge Financing, a transaction in which we entered into nine promissory notes, each dated as of March 3, 2009, in the aggregate principal amount of $500,000 (the “Second Bridge Notes”), with various investors (each, a “Second Bridge Lender” and together, the “Second Bridge Lenders”). Contents

~~Each~~FIRST ~~Second~~PHYSICIANS ~~Bridge~~CAPITAL ~~Note originally became due and payable on December 3~~GROUP, ~~2009, unless the maturity date is extended pursuant to the terms of an extension option~~INC. The Second Bridge Notes include a conversion feature allowing each Second Bridge Lender to convert all or any portion of the entire unpaid principal and any unpaid accrued interest at the date upon which the conversion is to be effected into a number of shares of Common Stock, determined by dividing the sum of the unpaid principal and unpaid accrued interest at the conversion date by the conversion price in effect at the conversion date. The initial conversion price is $0.625, which price is adjustable as set forth in the Second Bridge Notes. As of June 30, 2010, none of the Second Bridge Lenders has effected such a conversion.

WeNOTES ~~extended~~TO ~~the~~THE ~~Second~~CONDENSED ~~Bridge~~CONSOLIDATED ~~Notes~~FINANCIAL for an additional three months under the terms of the extension option contained in the Second Bridge Notes. Upon exercising this option, we were required to issue warrants to the Second Bridge Lenders to purchase an aggregate of 208,333 shares of our Common Stock, 125,000 shares of which will be issued at an exercise price of $0.50 per share and 83,333 shares of which will be issued at an exercise price of $0.75 per share. The new due date for the Second Bridge Notes pursuant to the extension option was MarchSTATEMENTS ~~3, 2010. The Second Bridge Lenders have agreed to an additional extension period for the Second Bridge Notes ranging from eighteen to thirty-six months from the March~~– 3,CONTINUED ~~2010 due date and also agreed to a reduction in the annual interest rate from 16% to 10%.~~

~~The~~On ~~Second~~April 7, ~~Bridge~~2014, ~~Notes~~the ~~also~~Company ~~include~~paid aall ~~provision~~outstanding ~~granting~~principal and accrued interest related to the ~~Second~~2009 and 2013 Bridge ~~Lenders~~Financing notes, toand the ~~extent~~ ~~holders~~outstanding ofaccrued ainterest ~~majority~~related ofto the ~~aggregate~~2011 ~~outstanding~~and ~~principal~~2012 Bridge Financing notes. The total amount paid was $2,463,874 consisting of ~~the~~$2,000,000 ~~Bridge~~on ~~Notes~~ principal and ~~Second~~$463,874 ~~Bridge~~of ~~Notes~~interest. ~~agree~~Three of the bridge lenders, ~~demand~~SMP, ~~registration~~Anthony ~~rights~~J. ~~with~~Ciabottoni, ~~respect~~and toWilliam ~~the~~A. ~~resale~~Houlihan (a member of the ~~shares~~ ofboard) ~~Common~~each ~~Stock~~hold ~~that~~a ~~would~~10% beor ~~issuable~~greater ~~upon~~voting ~~conversion~~interest ofand ~~the~~are ~~Second~~considered ~~Bridge~~related ~~Notes~~parties. A fourth lender, ~~which rights~~Blue ~~vest~~Ridge ~~thirty-six~~Investments, ~~(36) months~~LLC, ~~after~~is ~~the~~wholly ~~date~~owned ofby Richardson ~~issuance~~Sells, a member of the ~~Second~~Board, ~~Bridge~~and ~~Notes.~~is ~~The registration~~therefore ~~statement~~also ~~would~~considered bea ~~prepared~~related byparty. usSMP, atAnthony ~~our~~J. ~~expense~~Ciabottoni, William A. Houlihan and ~~filed~~Blue onRidge ~~Form~~Investments, S-LLC received payments of $930,059, $1,187,701, or$209,024, ~~other~~and $101,056, ~~appropriate~~respectively. ~~form~~The remaining unrelated 2011 and, ~~once~~2012 ~~declared~~Bridge ~~effective,~~Financing ~~allow~~note holders received the ~~registered~~balance ~~securities~~of to$36,034. beOn ~~sold~~April 7, on2014, ~~a continuous~~the ~~basis~~Company ~~and~~also wepaid ~~will~~an ~~keep~~outstanding note payable in the ~~registration~~amount ~~statement~~of ~~continuously~~$100,000 ~~effective~~plus ~~until~~interest ~~certain~~of $28,812, to ~~conditions~~Anthony ~~are~~J. ~~met~~Ciabottoni ~~which~~who ~~would~~holds ~~allow~~a us10% toor ~~stop~~greater ~~maintaining~~voting ~~its~~interest ~~effectiveness~~and is considered a related party.

OnLong-term ~~April 14,~~debt ~~2009,~~consists ~~we completed the third closing~~ of the ~~Bridge Financing, a transaction in which we entered into the~~ following ~~three promissory notes:~~ (~~i) a convertible promissory note, dated as of March 31, 2009, with Frank Darras, Trustee of the Darras Family Trust (“Darras”),~~ in ~~the principal amount of $100,000 (the “Darras Note”); (ii) a~~ ~~convertible promissory note, dated as of March 31, 2009, with SFV, Inc., a California corporation (“SFV”~~thousands),: in the principal amount of $50,000 (the “SFV Note”) and (iii) a convertible promissory note, dated as of April 14, 2009, with NFS LLC/FMTC Rol IRA FBO Neal Katz (“Katz”), in the principal amount of $50,000 (the “Katz Note”) (collectively, the “Third Bridge Notes”). Darras, SFV and Katz are each a “Third Bridge Lender” and are collectively referred to herein as the “Third Bridge Lenders.”


	June 30, 2014			September 30, 2013
Note payable secured by real estate, $27,513 payable monthly, including interest based on Wall Street Journal prime plus 2% adjusted quarterly, floor of 7%, rate is currently 7%, matures November 2028	$	2,972		$	3,059
Note payable secured by real estate, $34,144 payable monthly, including interest based on Wall Street Journal prime plus 2% adjusted quarterly, floor of 7%, rate is currently 7%, matures November 2028		2,693			2,830
Bridge notes payable, 10% interest, matures on or before June 2014		—			1,350
Note payable, 9% interest per annum and matures in February 2016		157			210
Note payable, 10% interest per annum and matures in September 2014		—			100

Total		5,822			7,549

Less current maturities of long term debt		(432	)		(1,857	)

Total long term debt	$	5,390		$	5,692

~~Table~~The following table shows scheduled principal payments due as of ~~Contents~~June 30, 2014 on long-term debt for the next five years and thereafter (in thousands):

The Darras Note and the SFV Note originally became due and payable on December 31, 2009, and the Katz Note originally became due and payable on January 14, 2010. The terms of each of the Third Bridge Notes contained an extension option to extend such notes for an additional three months at our discretion. We extended the Darras Note and the SFV Note under the terms of the respective options, and therefore are obligated to issue warrants to Darras and SFV as follows: (i) to Darras, 25,000 shares at an exercise price of $0.50 per share, and 16,667 shares at an exercise price of $0.75 per share; and (ii) to SFV, 12,500 shares at an exercise price of $0.50 per share, and 8,333 shares at an exercise price of $0.75 per share. We extended the Katz Note under the terms of an extension option contained in the Katz Note. By exercising this option, we are required to issue warrants to Katz to purchase an aggregate of 20,833 shares, 12,500 shares of which will be issued at an exercise price of $0.50 per share and 8,333 shares of which will be issued at an exercise price of $0.75 per share. The new due dates for the Third Bridge Notes, pursuant to the extension option, were March 31, 2010 for each of the Darras Note and the SFV Note and April 14, 2010 for the Katz Note. The Third Bridge Lenders have agreed to an additional extension period for the Third Bridge Notes ranging from eighteen to thirty-six months from the March 31, 2010 and April 14, 2010 due dates and also agreed to a reduction in the annual interest rate from 16% to 10%.


June 30,	Payments
2015	$	432
2016		459
2017		408
2018		438
2019		470
Thereafter		3,615

Total	$	5,822

The Third Bridge Notes include a conversion feature allowing each Third Bridge Lender to convert all or any portion of the entire unpaid principal and any unpaid accrued interest at the date upon which the conversion is to be effected into a number of shares of Common Stock, determined by dividing the sum of the unpaid principal and unpaid accrued interest at the conversion date by the conversion price in effect at the conversion date6. ~~The~~Warrants ~~initial conversion price is $0.625, which price is adjustable as set forth in the Third Bridge Notes.~~

~~The~~On ~~Third~~January 17, ~~Bridge~~2014, ~~Notes~~the ~~include~~Company aissued ~~provision~~warrants ~~granting~~to SMP for the ~~Third~~purchase ~~Bridge~~of ~~Lenders,~~up to ~~the~~8,500,000 ~~extent~~shares of common stock at ~~the~~an ~~holders~~initial exercise price of a$0.01 ~~majority~~per ofshare. ~~the~~The ~~aggregate~~warrants ~~outstanding~~were ~~principal~~exercisable ~~amount~~for a period of ~~the~~five ~~notes~~years ~~issued~~from in the ~~Bridge~~date ~~Financing~~of ~~agree,~~issuance ~~demand~~and ~~registration~~were ~~rights~~issued ~~with~~as ~~respect~~consideration tofor the ~~resale~~extension of the ~~shares of~~maturity ~~Common~~date ~~Stock~~of ~~that~~the ~~would~~SMP bepromissory ~~issuable~~note ~~upon~~associated ~~conversion~~with of the 2009 ~~Third~~ Bridge ~~Notes,~~Lenders ~~which~~(see ~~rights vest~~Note ~~thirty-six (36~~5) ~~months~~. ~~after~~SMP ~~the~~holds ~~date~~a of10% ~~issuance~~or ofgreater ~~the~~voting ~~Third~~interest ~~Bridge~~and ~~Notes.~~is ~~The registration~~considered ~~statement~~a ~~would~~related beparty. ~~prepared~~On byMarch 27, us2014, atSMP ~~our~~exercised ~~expense~~its ~~and~~warrant ~~filed~~to onpurchase ~~Form~~8,500,000 ~~S-1~~shares orof ~~other appropriate~~common ~~form~~stock ~~and,~~for ~~once~~an ~~declared~~aggregate ~~effective~~purchase price of $85,000. ~~allow~~The ~~the~~$85,000 ~~registered~~proceeds ~~securities~~were toreceived bepreviously ~~sold~~by onthe ~~a continuous~~Company ~~basis~~in ~~and~~fiscal weyear ~~will~~2013, ~~keep~~and ~~the~~were ~~registration~~recorded ~~statement~~as ~~continuously~~a ~~effective~~liability until ~~certain conditions~~such ~~are~~time ~~met~~as ~~which~~the ~~would~~Company ~~allow~~was usable to ~~stop~~accept ~~maintaining~~the ~~its effectiveness~~warrants.

~~The~~On ~~fair~~January 1, ~~value~~2014, of the ~~warrants~~Company issued inwarrants ~~conjunction~~to ~~with~~purchase ~~the~~an ~~convertible~~aggregate ~~notes~~of ~~issued~~2,278,079 ~~under the~~shares ~~Bridge~~of ~~Financing~~common ~~amounted~~stock towith ~~$932,000,~~an ~~and~~exercise ~~the~~price ~~fair value~~ of $0.3125. ~~the~~These warrants ~~issued~~are ~~in conjunction~~exercisable ~~with~~for ~~the~~a ~~extension~~period of ~~the~~five ~~Bridge~~years ~~Notes,~~from ~~the~~date ~~Second~~of ~~Bridge~~issuance. ~~Notes~~SMP, ~~the~~Anthony ~~Darras~~J. ~~Note~~Ciabattoni, ~~the SFV~~and ~~Note~~William ~~and~~A. ~~the~~Houlihan ~~Katz~~received ~~Note~~warrants ~~amounted~~to purchase up to ~~$291~~850,~~000.~~080, ~~The~~425,600 ~~beneficial~~and ~~conversion~~470,400 ~~feature~~shares ~~associated with~~of ~~the~~common ~~convertible~~stock, ~~notes~~respectively. ~~issued~~The warrant inissuance ~~conjunction~~was ~~with~~related to the 2011 Bridge Financing ~~totaled~~and ~~$253,000. Both~~ the ~~fair~~warrants ~~value~~were ofissued ~~the~~at ~~warrants~~such ~~issued~~time ~~under~~as the ~~Bridge~~Company ~~Financing~~was ~~and~~able ~~the~~to ~~subsequent~~legally ~~extension~~issue ~~of the~~warrants. ~~Bridge~~Three ~~Notes,~~of the ~~Second~~warrant ~~Bridge~~recipients, ~~Notes~~SMP, ~~the~~Anthony ~~Darras~~J. ~~Note~~Ciabattoni, ~~the SFV Note~~ and ~~the~~William ~~Katz~~A. ~~Note~~Houlihan, ~~as well~~a asmember of the ~~beneficial~~Company’s ~~conversion feature~~Board, ~~will~~each behold ~~amortized~~a ~~over~~10% ~~the~~or ~~term~~greater ofvoting ~~the~~interest ~~loans. Amortization~~and ~~for~~are ~~the~~considered ~~fiscal~~related ~~quarter~~parties ~~ended December 31, 2010~~ and ~~December 31,~~received ~~2009~~in ~~was~~aggregate ~~$0 and $359~~1,~~000~~746,080 ~~respectively~~of the warrants.

~~Unregistered~~10 ~~Sales of Equity Securities~~

None. Table of Contents

12 FIRST PHYSICIANS CAPITAL GROUP, INC.

~~Table~~NOTES ofTO ~~Contents~~THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

8.On January ~~Long-term~~1, ~~Debt~~2014, the Company issued warrants to purchase an aggregate of 4,092,800 shares of common stock with an exercise price of $0.3125. These warrants are exercisable for a period of five years from date of issuance. SMP, Anthony J. Ciabattoni, and William A. Houlihan received warrants to purchase up to 1,984,000, 1,388,800 and 720,000 shares of common stock, respectively. The warrant issuance was related to the 2012 Bridge Financing and the warrants were issued at such time as the Company was able to legally issue warrants. The warrant recipients, SMP, Anthony J. Ciabattoni, and William A. Houlihan, each hold a 10% or greater voting interest and are considered related parties.

~~Long-term~~On ~~debt~~April 16, 2014, ~~consists~~we accepted two warrant exercises in the amount of 150,000 and 210,000 shares of common stock, at an exercise price of $0.625 and $0.50 per share, respectively, for an aggregate purchase price of $198,000 from two investors. The $198,000 proceeds, consisting of $138,000 cash and $60,000 in consulting fees owed, had been received by the ~~following~~Company (in ~~thousands):~~ fiscal year 2012, and were recorded as a liability until the Company accepted the warrant exercises in April 2014.

	December 31,			September 30,
	2010			2010
Note payable, secured by equipment, $4,558 payable monthly, including interest equal to the Wall Street Journal Prime Rate through September 2011	$	23		$	36
8% Notes payable to prior stockholders for stock repurchases, five notes outstanding at December 31, 2010, unsecured, maturity dates ranging from 2013 through 2018		212			220
Note 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			4,628
Note payable secured by real estate, $27,513 payable monthly, including interest based on Wall Street Journal prime plus 2% adjusted quarterly, floor of 7%, rate is currently 7%, matures November 2028		3,341			3,365
Note payable secured by real estate, $34,144 payable monthly, including interest based on Wall Street Journal prime plus 2% adjusted quarterly, floor of 7%, rate is currently 7%, matures November 2024		3,305			3,348
Note payable, 5% interest payable quarterly, unsecured, matures on or before December 11, 2011		1,500			1,500
Capitalized 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			341
Note payable, secured by equipment, $7,530 payable monthly, including 6.75% interest through June 15, 2013		204			223
10% notes payable, unsecured, maturing on or before April 2013	$	2,200		$	2,200
Note payable, unsecured, non-interest bearing purchase obligation		—			150
Note payable, unsecured, 11.25% interest, matures September 2012 through June 2013		1,522			1,681
Note payable, secured by equipment, $1,567 payable monthly, including 6.75% interest through July 2013		44			48
Total		17,243			17,740
Less current maturities of long-term debt		(2,131	)		(2,220	)
Total long-term debt	$	15,112		$	15,520

The following warrants were outstanding and exercisable as of the following as of June 30, 2014:


	Remaining		Exercise
Description	Life		Price		Warrants
January 1, 2014 warrants issued in connection with the 2011 bridge financing		4.50 years	$	0.3125		2,278,079
January 1, 2014 warrants issued in connection with the 2012 bridge financing		4.50 years	$	0.3125		4,092,800

						6,370,879

~~Table~~A summary of ~~Contents~~our stock warrant activity and related information at June 30, 2014 and September 30, 2013 is as follows:

The following chart shows scheduled principal payments due on long-term debt for the next five years and thereafter:


	Number of Shares of Common Stock						Weighted-Average Exercise Price Per Share
	Nine months			Fiscal year			Nine months		Fiscal year
	ended			ended			ended		ended
	June 30,			September 30,			June 30,		September 30,
	2014			2013			2014		2013
Warrants outstanding at beginning of the period		360,000			796,250		$	0.55	$	0.52
Issued		14,870,879			—		$	0.14		—
Exercised		(8,860,000	)		—		$	0.03		—
Cancelled or expired		—			(436,250	)		—	$	0.50

Warrants outstanding at end of the period		6,370,879			360,000		$	0.31	$	0.55

December 31,
2011	$	2,131
2012		2,883
2013		2,142
2014		530
2015		556
Thereafter		9,001
Total	$	17,243

9. Non-controllingTable Interests of Contents

~~Non-controlling~~FIRST ~~interest~~PHYSICIANS ~~attributable~~CAPITAL ~~to equity interests not held by us in the Del Mar Ambulatory Surgical Center (“Del Mar”) and Southern Plains Associates~~GROUP, ~~LLC, an Oklahoma limited liability company, during the three months ended December 31, 2010 amounted to $120,000, compared to $180,000 for the three months ended December 31, 2009~~INC.

~~Non-controlling~~NOTES ~~interests~~TO atTHE ~~Del~~CONDENSED ~~Mar~~CONSOLIDATED ~~totaled~~FINANCIAL ~~65% at both December~~STATEMENTS ~~31,~~– CONTINUED 2009 and 2010; however, we have a 3:2 voting majority on the board of managers which gives us control of the management decisions of Del Mar, making it subject to inclusion in our consolidated financial statements.

14 7. Stock Options

~~Table~~A summary of ~~Contents~~our options activity and related information at June 30, 2014 and September 30, 2013 is as follows:

10. Warrants


	Number of Options					Weighted-Average Exercise Price Per Share
	Nine months ended			Fiscal year ended		Nine months ended		Fiscal year ended
	June 30,			September 30,		June 30,		September 30,
	2014			2013		2014		2013
Options outstanding at beginning of the period		6,760,000			6,760,000	$	0.61	$	0.61
Granted
— at above fair market value		—			—		—		—
— at fair market value		—			—		—		—
— at below fair market value		—			—		—		—
Exercised		—			—		—		—
Cancelled		—			—		—		—
Forfeited		(6,610,000	)		—		0.61		—

Options outstanding at end of the period		150,000			6,760,000	$	0.63	$	0.61

Options vested/exercisable at end of the period		150,000			6,730,000	$	0.63	$	0.61

~~Outstanding~~The ~~exercisable~~following ~~warrants~~options ~~consisted~~were ofoutstanding ~~the following~~ as of ~~December~~June 3130, ~~2010~~2014:

	Remaining		Exercise
					Weighted-average
Description	Life		Price		Warrants
			Weighted-average		remaining
September 30, 2007 Preferred Stock Series 5-A warrants issued to investor	1.5 years		$	0.45		50,000
Exercise price	Number of options		exercise price		contractual life
September 30, 2008 Preferred Stock Series 5-A warrants issued to placement agent	2.3 years			0.50		436,250
$0.63		150,000	$	0.63		2.96
February 6, 2009 warrants issued in connection with notes payable	1.1 years			0.50		1,125,000
February 6, 2009 warrants issued in connection with notes payable	1.1 years			0.75		750,000
March 3, 2009 warrants issued in connection with notes payable	1.2 years			0.50		375,000
March 3, 2009 warrants issued in connection with notes payable	1.2 years			0.75		250,000
March 16, 2009 warrants issued to advisory board	1.2 years			0.63		83,334
March 31, 2009 warrants issued in connection with notes payable	1.3 years			0.50		112,500
March 31, 2009 warrants issued in connection with notes payable	1.3 years			0.75		75,000
April 14, 2009 warrants issued in connection with notes payable	1.3 years			0.50		37,500
April 14, 2009 warrants issued in connection with notes payable	1.3 years			0.75		25,000
June 8, 2009 Preferred Stock Series 6-A warrants issued to investor	5 months			0.50		210,000
June 10, 2009 warrants issued to Medical Advisory Board	1.4 years			0.63		150,000
October 19, 2009 Preferred Stock Series 5-A warrants issued to investor	10 months			0.50		25,800
October 19, 2009 Preferred Stock Series 6-A warrants issued to investor	10 months			0.50		4,200
November 6, 2009 warrants issued in connection with notes payable	1.1 years			0.50		375,000
November 6, 2009 warrants issued in connection with notes payable	1.1 years			0.75		250,000
December 3, 2009 warrants issued in connection with notes payable	1.2 years			0.50		125,000
December 3, 2009 warrants issued in connection with notes payable	1.2 years			0.75		83,331
December 2, 2009 warrants issued in connection with issuance of common stock	11 months			0.50		60,000
December 14, 2009 Preferred Stock Series 6-A warrants issued to investor	11 months			0.50		3,600
December 31, 2009 warrants issued in connection with notes payable	1.3 years			0.50		37,500
December 31, 2009 warrants issued in connection with notes payable	1.3 years			0.75		24,999
January 14, 2010 warrants issued in connection with notes payable	1.0 years			0.50		12,500
January 14, 2010 warrants issued in connection with notes payable	1.0 years			0.75		8,333
						4,689,847

15 8. Preferred Stock

~~Table~~Series 7-A ofConvertible ~~Contents~~Preferred Stock

AOn ~~summary~~December 5, of2013, ~~our~~the ~~stock~~Company ~~warrant~~filed ~~activity~~a Certificate of Designation of Rights and ~~related~~Preferences ~~information~~of atSeries ~~December 31,~~7-A ~~2010~~Convertible ~~and~~Preferred Stock ~~September 30~~(the “7-A Certificate”) authorizing the issuance of up to 7,000 ~~2010~~shares isof asSeries ~~follows:~~ 7-A Convertible Preferred Stock (“7-A Preferred”).

							Weighted-Average
	Number of Shares of Common Stock						Exercise Price Per Share
	Three months						Three months
	ended			Year ended			ended		Year ended
	December 31,			September 30,			December 31,		September 30,
	2010			2010			2010		2010
Warrants outstanding at beginning of the period		7,949,013			14,459,635		$	0.51	$	0.49
Issued		—			1,010,263			—		0.59
Exercised		—			(1,105,685	)		—		0.46
Cancelled or expired		(3,217,500	)		(6,415,200	)		0.38		0.50
Warrants outstanding at end of the period		4,731,513			7,949,013		$	0.58	$	0.51

Under the terms of the 7-A Certificate, in the event of any liquidation or dissolution, either voluntary or involuntary, the holders of the 7-A Preferred shall be entitled to receive, pari passu with the Series 6-A Convertible Preferred Stock (“6-A Preferred”) and the Series 5-A Convertible Preferred Stock (“5-A Preferred”), after distribution of all amounts due to the holders of the Series 1-A Convertible Preferred Stock (“1-A Preferred”) and Series 2-A Convertible Preferred Stock (“2-A Preferred”), but prior and in preference to any distribution of any of the assets or surplus funds to the holders of the common stock by reason of their ownership thereof, a preference amount per share consisting of the sum of (A) the original issue price, which initially is $1,000 (as adjusted for stock splits, stock dividends, combinations and the like), plus (B) an amount equal to all declared but unpaid dividends on such shares, if any.

~~All~~Each ~~warrants~~share ~~have~~of ~~a two~~7-~~year~~A Preferred toshall ~~five-year~~be ~~expiration.~~convertible ~~The~~at ~~warrant~~any ~~fair~~time ~~value~~after ~~was~~ the date of issuance of such shares, into such number of fully paid shares of common stock as is determined by ~~using~~dividing the ~~Black-Scholes~~original ~~option~~issue price by the then-~~pricing~~applicable ~~model~~conversion price in effect on the date the certificate evidencing such share is surrendered for conversion. ~~Variables~~Each ~~used~~share inof 7-A Preferred, subject to the ~~Black~~surrendering of the certificates of the 7-~~Scholes~~A Preferred, shall be automatically converted into shares of common stock at the ~~option~~then-~~pricing~~applicable ~~model~~conversion ~~include~~price, ~~(i) risk~~upon the election of the holders of not less than a majority of the outstanding shares of 7-~~free~~A ~~interest~~Preferred ~~rate~~electing ~~between~~to ~~1.1%~~effect ~~and~~such 4conversion.~~5%;~~ ~~(ii) expected~~Under certain circumstances, such as the sale of the Company or the sale of ~~warrant~~the ~~life~~Company’s ~~equal~~shares toin a public offering, each at a valuation of greater than $100,000,000, the ~~actual~~Company ~~remaining~~can ~~life~~elect to convert all Series 7-A into common stock. The initial conversion price per share is $0.3125. The holder of each share of 7-A Preferred shall have the ~~warrants~~right asto that number of votes equal to the ~~period~~number ~~end;~~of ~~(iii) expected~~shares ~~volatility~~of ~~between~~common ~~52%~~stock, ~~and~~which ~~212%;~~would ~~and~~be ~~(iv) zero~~issued ~~expected~~upon ~~dividends~~conversion of the 7-A Preferred.

~~11.~~The Company, at its option and upon the approval of a majority of the holders of the shares of Series 7-A Preferred Stock then-outstanding, may redeem any or all of the outstanding shares of Series 7-A Preferred Stock at any time upon five (5) business days’ prior written notice to each holder of shares of Series 7-A Preferred Stock, ~~Options~~at a price per share equal to the (i) redemption price (as provided in the Certificate of Designation) then in effect plus (ii) an amount equal to any declared but unpaid dividends on such share. In the event the Company elects to redeem less than all of the outstanding shares of Series 7-A Preferred Stock, the Company shall redeem shares of Series 7-A Preferred Stock on a pro rata basis among all holders of Series 7-A Preferred Stock, based on the number of shares of Series 7-A Preferred Stock held by each holder relative to the total number of shares of Series 7-A Preferred Stock outstanding as of the time of such redemption.

~~The~~12 ~~following summarizes activities under the stock option plans:~~

							Weighted-Average
	Number of Options						Exercise Price Per Share
	December 31,			September 30,			December 31,		September 30,
	2010			2010			2010		2010
Options outstanding at beginning of the period		8,659,082			8,249,002		$	0.62	$	0.59
Granted
— at above fair market value		—			650,000			—		0.63
— at fair market value		—			—			—		—
— at below fair market value					—			—		—
Exercised		—			—			—		—
Cancelled		—			—			—		—
Forfeited		(42,898	)		(239,920	)		0.63		0.65
Options outstanding at end of the period		8,616,184			8,659,082		$	0.62	$	0.62
Options vested/exercisable at end of the period		3,668,092			3,689,541		$	0.60	$	0.60

16 FIRST PHYSICIANS CAPITAL GROUP, INC.

~~Table~~NOTES ofTO ~~Contents~~THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

12The holders of 7-A Preferred shall be entitled to receive (out of any assets legally available), if declared by the Company’s Board of Directors, noncumulative dividends pari passu with the 6-A Preferred and the 5-A Preferred stockholders, of $100 per share annually. ~~Sale~~ No dividend may be declared and paid upon shares of 7-A Preferred in any fiscal year of the ~~Chandler~~Company ~~Clinic~~unless dividends have first been paid upon or declared and set aside for payment to the holders of shares of the Company’s 1-A Preferred and 2-A Preferred. Under certain circumstances, such as stock splits or issuances of common stock at a price less than the issuance price of the 7-A Preferred, the 7-A Preferred is entitled to conversion price adjustments. Shares of 7-A Preferred have an initial conversion price of $0.3125 per share. Shares of 7-A Preferred Stock are subject to redemption at the Company’s option and upon approval of the majority of the holders of the outstanding 7-A Preferred.

InAs ~~December 2010~~part of the consideration for entering into the 2011 Bridge Financing, ~~Rural~~all ~~Hospital~~of ~~Acquisition~~the 2011 Bridge Lenders were granted the option to exchange their current holdings if any, ~~LLC~~of 5-A Preferred, ~~our~~6-A ~~subsidiary~~Preferred and ancommon ~~Oklahoma~~stock ~~limited~~(collectively the “Exchanged Securities”), into 7-A Preferred. Upon election to exchange, each lender would receive the number of 7-A Preferred equal to the ~~liability~~initial ~~company~~consideration paid for their Exchanged Securities divided by $1,000. ~~sold~~In ~~its~~connection ~~Chandler~~with ~~Clinic~~the exchange, each 2011 Bridge Lender shall receive warrants to purchase a number of shares of common stock of the ~~physician~~Company ~~group~~in ~~from~~an ~~which~~amount itequal ~~was~~to ~~originally~~1,120 ~~purchased~~multiplied by the aggregate number of shares of 7-A Preferred issued. WeSuch issued warrants shall have noan ~~further~~exercise ~~obligations~~price orof ~~interests~~$0.3125, inand ~~this~~shall ~~facility~~expire five years from date of issuance. The ~~buyer~~Company ~~assumed~~has received notification from all the 2011 Bridge ~~liabilities~~Lenders ~~and~~of ~~leases~~their ~~related~~intent to ~~this~~exchange, ~~facility~~as appropriate, their holdings of Exchanged Securities to 7-A Preferred, which will result in the ~~transaction~~issuance of an aggregate of 5,998 shares of 7-A Preferred and warrants to purchase up to 6,717,760 shares of common stock. WeThe ~~did~~Company ~~not~~expects ~~receive~~to ~~any~~consummate the exchange within the next year. When the exchange is completed, three of the 2011 Bridge Lenders, SMP, Anthony J. Ciabattoni, and William A. Houlihan, a member of the Company’s Board each hold ~~additional~~a ~~consideration~~10% ator ~~closing~~greater voting interest and are considered related parties. SMP, Anthony J. Ciabattoni, and William A. Houlihan will receive 2,713, 1,560 and 317 shares of 7-A Preferred, respectively, and warrants to purchase up to 3,038,560, 1,747,200 and 415,520 shares of common stock, respectively.

139. Subsequent Events

OnLitigation January 10, 2011, RHA Tishomingo, LLC, an Oklahoma limited liability company and an indirect subsidiary of ours, entered into an Asset Purchase Agreement to sell the hospital operations of Johnson Memorial Hospital in Tishomingo, Oklahoma to Mercy Tishomingo Hospital Corporation, an Oklahoma not-for-profit corporation. Also on January 10, 2011, we entered into an Agreement for Purchase and Sale of Real Property to sell the real estate and equipment of Johnson Memorial Hospital to RSE Enterprises, Inc., an Oklahoma corporation (together with the sale to Mercy Tishomingo Hospital Corporation, the “Tishomingo Transaction”). As part of the Tishomingo Transaction, the $1.13 million in USDA mortgage debt related to the facility was retired. In connection with the Tishomingo Transaction, RHA Tishomingo, LLC entered into an escrow agreement, pursuant to which RHA Tishomingo, LLC will hold in an escrow account approximately $500,000 in net sale proceeds after bank debt repayment. The escrowed funds will remain in the escrow account until such time as all representations, warranties and indemnifications under the Asset Purchase Agreement are fully satisfied. The gross proceeds in the transaction were $1.687 million in cash, plus retention of net accounts receivable of approximately $143,000. As part of the transaction, we expect to transition a significant portion of our back office operations in cooperation with the new owner. We may continue this co-back office arrangement temporarily or indefinitely, or we may opt to completely outsource these functions. We expect a wind-down of our corporate back office and revenue cycle management operations in Oklahoma City, Oklahoma in the Fiscal Year Ended September 30, 2011 in favor of another solution.

In ~~January~~July ~~2011~~2014, ~~First~~the Company ~~Physicians~~settled ~~Realty~~a ~~Group,~~lawsuit ~~LLC,~~previously ~~our~~filed ~~subsidiary,~~against ~~established~~the aCompany ~~line~~in ofOctober ~~credit~~2011 offor ~~up to~~monies ~~$1.5~~owed ~~million. We~~the ~~received~~plaintiff as a ~~$350,000~~result ~~initial~~of ~~draw~~certain oncontractual ~~the~~services. ~~line~~The oflawsuit ~~credit~~was ~~with~~settled ~~additional~~in ~~borrowings subject~~full tofor ~~final~~$65,000 ~~terms and conditions~~cash.

~~Item~~Cancellation 2.of ~~MANAGEMENT’S~~Shares ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~The~~On ~~following~~August 13, ~~discussion~~2014, the ~~and~~Company ~~analysis~~cancelled of4.25 million ~~our~~shares ~~financial condition and results~~ of ~~operations should~~the beCompany’s ~~read~~common instock. ~~conjunction~~The ~~with~~stock ~~the~~was ~~condensed~~transferred ~~consolidated~~to ~~financial statements and~~ the ~~related~~ ~~notes~~Company ~~appearing~~from ~~elsewhere~~a instockholder ~~this~~as ~~Quarterly~~part ~~Report~~of ona ~~Form~~settlement ~~10-Q (this “Form 10-Q”)~~agreement.

~~FORWARD~~13 ~~LOOKING STATEMENTS~~

DependingTable on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available. The discussion in this Form 10-Q contains forward-looking statements made pursuant to such safe harbor provisions, and such statements should not be unduly relied upon. Forward-looking statements can be identified by the use of words such as “may,” “will,” “could,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans” and variations thereof or of similar expressions. All forward-looking statements included in this Form 10-Q are based on information available to us on the date hereof. We assume no obligation to update any such forward-looking statements. Our actual results in future periods could differ materially from those indicated in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: possession of significant voting control over us by the holders of our Series 5-A Preferred Stock, par value $0.01 per share, and Series 6-A Convertible Preferred Stock, par value $0.01 per share; our limited cash resources; our ability to redirect and finance our business; our significant corporate expenses and expenses related to filings with and compliance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and limited revenue to offset these expenses; the availability of appropriate prospective acquisitions or investment opportunities; litigation; other risks discussed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010 (the “Fiscal Year Ended September 30, 2010”) under the heading “Risk Factors”; and the risks discussed in our other SEC filings, which are publicly available on EDGAR. Contents

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

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

~~OVERVIEW~~ FORWARD LOOKING STATEMENTS

~~References~~The discussion in this Form 10-Q contains forward-looking statements that may be subject to protection under the Private Securities Litigation Reform Act of 1995 and such statements should not be unduly relied upon. Forward-looking statements can be identified by the use of words such as “wemay,” “uswill,” “~~our~~could,” “~~Tri-Isthmus~~should,” ~~Group~~“anticipates,” “~~FPCG~~believes,” or“estimates,” ~~the~~“expects,” “~~Company~~intends,” ~~refer~~“plans” ~~to First~~and ~~Physicians~~variations ~~Capital~~thereof ~~Group,~~or ~~Inc~~of similar expressions. ~~and~~All ~~its~~forward-looking ~~subsidiaries~~statements included in this Form 10-Q are based on information available to us on the date hereof. We ~~maintain~~assume ~~our~~no ~~executive~~obligation ~~offices~~to atupdate ~~433~~any such forward-looking statements. Our actual ~~North~~results ~~Camden~~in ~~Drive,~~future ~~#810,~~periods ~~Beverly~~could ~~Hills,~~differ ~~California~~materially ~~90210~~from those indicated in such forward-looking statements. ~~Our~~Factors ~~telephone~~that ~~number~~could iscause +1or ~~(310) 860-2501~~contribute to such differences include, ~~and~~but ~~our~~are ~~website~~not islimited atto: ~~www.firstphysicianscapitalgroup.com.~~

We• ~~invest~~our inability ~~and provide financial and managerial services~~ to ~~healthcare~~obtain ~~facilities~~ongoing ~~in non-urban~~financing, ~~markets.~~manage ~~We promote quality medical care by offering improved access and breadth of services. We unlock the value of~~ our ~~investments~~cash ~~by developing strong~~resources, ~~long-term~~control ~~and mutually-beneficial~~expenses ~~relationships with our physicians~~ and ~~the~~continue ~~communities~~as ~~they~~a ~~serve.~~ going concern;

~~This~~• ~~Form~~our ~~10-Q~~ability ~~report~~to ~~covers~~complete ~~the~~a ~~fiscal~~going ~~period~~private ~~ended December 31, 2010.~~ transaction;

~~Information~~• inimpact ~~this~~of ~~Form~~our ~~10-Q~~indebtedness ison ~~current~~our asability ofto ~~February 15,~~invest ~~2011,~~in ~~unless~~the ~~otherwise specified.~~ ongoing needs and growth of our business;

~~CURRENT~~• ~~OPERATIONS~~ significant past operating losses, potential future losses and limited ongoing revenue;

We• ~~focus~~changes onin ~~the~~government ~~delivery~~regulation, ofparticularly ~~financial and managerial services to~~ healthcare ~~facilities in non-urban markets, as described more fully in the section entitled “Strategy” in this Form 10-Q.~~ laws;

~~Our~~• ~~support~~possession ~~staff~~of atsignificant ~~hospitals~~voting ~~owned~~control byover ~~Rural~~us ~~Hospital~~by ~~Acquisition, LLC, our subsidiary and an Oklahoma limited liability company (“RHA”), and our Del Mar, California ambulatory surgical center (~~the ~~“Del~~holders ~~Mar Ambulatory Surgical Center”) consists~~ of ~~registered~~our ~~nurses, operating~~Series ~~room technicians, an administrator who supervises day~~5-~~to-day~~A ~~activities~~Convertible ~~and~~Preferred ~~a small number of office staff. Each operating unit also has appointed a medical director~~Stock, ~~who~~Series ~~is responsible~~6-A ~~for~~Convertible ~~and~~Preferred ~~supervises~~Stock ~~the quality of medical care provided at the operating center. Use of our surgery centers is limited to licensed physicians. Our business depends upon the efforts~~ and ~~success~~Series ~~of these employee and non~~7-~~employee~~A ~~physicians~~Convertible ~~who~~Preferred provide medical services at our facilities. Our business could be adversely affected by the loss of our relationship with, or a reduction in use of our facilities by, a key physician or group of physicians. Stock;

~~STRATEGY~~ • increased competition in the industry, geography and the segments in which we compete;

~~During~~• ~~the Fiscal Year ended September 30, 2010, we shifted~~ our ~~strategy~~ability ~~in response~~ to ~~economic~~ ~~conditions~~attract and ~~changes~~retain inemployees ~~health~~and ~~care~~key ~~law.~~members ~~As more fully described in the paragraphs below, we have continued this revised strategic focus into the first quarter~~ of ~~our fiscal year ended September 30, 2011 (the “Fiscal Year Ended September 30, 2011”).~~ management;

~~Our~~• ~~initial~~changes ~~strategy,~~ in ~~place~~economic ~~prior to our shift during the Fiscal Year Ended September 30, 2010, was to identify~~ and invest in “platform” companies in the business services and healthcare industries that provided essential core offerings, which could be expanded over time. As we focused our efforts in the healthcare industry, two particular segments—ambulatory surgical centers and rural hospitals—stood out in terms of potentially favorable economics, positive regulatory trends, inherent cost advantages, improving demographics and, for non-urban healthcare opportunities, a large, chronically under-served market. We determined that the top-down trends and attractive cash flows of ambulatory surgical centers made this an area of particular interest. We determined that focusing on rural healthcare could represent a significant long-term opportunity for us. conditions;

18 • reliance on third parties to provide services critical to our operations;

~~Table~~• potential dilution of ~~Contents~~existing stockholders if we raise capital by issuing additional capital stock;

~~Our~~• ~~portfolio~~availability ~~was expected to consist~~ of ~~(i) majority~~appropriate ~~interests~~prospective inacquisitions ~~healthcare platforms~~ or ~~facilities,~~ ~~such~~investment as RHA, our ambulatory surgical center in San Diego, California and Southern Plains Medical Center, Inc., an Oklahoma corporation (“SPMC”) and (ii) equity positions in a diversified portfolio of minority interests in ambulatory surgical centers with a history of positive cash flows. In addition, we expect to selectively invest in business solutions providing financial and processing services to healthcare providers and physicians and in support of new treatment solutions. opportunities;

In• ~~line~~significant ~~with~~costs ~~our~~and ~~strategy,~~obligations ~~we re-branded our activities. The operations in non-urban markets previously known~~ as ~~RHA~~a ~~were~~result ~~re-branded~~of ~~“Southern~~being ~~Plains~~a ~~Medical~~public Group” to leverage the old and well-established recognition that SPMC has in the regional markets. In addition, effective September 29, 2009, we changed our name to “First Physicians Capital Group, Inc.” to reflect our focus on the healthcare industry. company;

In• ~~response~~continued topositive ~~local~~relationships market economic conditions including the expected impact of changes in healthcare law, during the Fiscal Year Ended September 30, 2010 we shifted our strategy and embarked upon initiatives to reorganize our operations. Our strategy transitioned away from majority ownership in healthcare delivery companies to a focus on healthcare management services and the financing of equipment and real estate used by healthcare entities. We will maintain or acquire minority ownership in selected healthcare delivery companies that complement our management services and financing activities. We will also invest in, acquire or partner with ~~other~~ ~~companies that provide similar services in~~ our ~~markets.~~ customers;

In• ~~pursuit~~deterioration ofin this reorganization, we are divesting underperforming facilities and reducing or outsourcing administrative functions to better align cost structures and business volume. We have entered into a letter of intent to sell the ~~Southern~~collectability ~~Plains Medical Clinic to a consortium~~ of ~~local healthcare services providers in Oklahoma, and we have also signed letters of intent with potential buyers for~~ our other facilities in Oklahoma. Although we anticipate successful completion of these sales, there is no guarantee that these transactions will be completed. We continue to receive both solicited and unsolicited proposals from time to time for sales, joint-ventures, partnerships or combinations of approaches. We are always open to transactions that make good business sense relative to our strategic plan, provide an appropriate buyer or partners for the community in which the facility in question is located and creates a good opportunity for the employees working at those facilities. accounts;

~~RECENT~~• ~~DEVELOPMENTS~~ major man-made or natural disasters;

~~Johnson~~• ~~Memorial~~compliance ~~Hospital~~with inapplicable ~~Tishomingo,~~laws ~~Oklahoma—Sale~~ and regulations and cost of potential legal actions such as litigation or investigations;

On• ~~January 10,~~inadequacy ~~2011, RHA Tishomingo, LLC, an Oklahoma limited liability company and an indirect subsidiary~~ of ~~ours,~~our ~~entered~~insurance ~~into~~coverage an Asset Purchase Agreement to sell the hospital operations of Johnson Memorial Hospital in Tishomingo, Oklahoma to Mercy Tishomingo Hospital Corporation, an Oklahoma not-for-profit corporation. Also on January 10, 2011, we entered into an Agreement for Purchase and ~~Sale~~fluctuating ofinsurance ~~Real~~requirements ~~Property to sell the real estate~~ and equipment of Johnson Memorial Hospital to RSE Enterprises, Inc., an Oklahoma corporation (together with the sale to Mercy Tishomingo Hospital Corporation, the “Tishomingo Transaction”). As part of the Tishomingo Transaction, the $1.13 million in USDA mortgage debt related to the facility was retired. In connection with the Tishomingo Transaction, RHA Tishomingo, LLC entered into an escrow agreement, pursuant to which RHA Tishomingo, LLC will hold in an escrow account approximately $500,000 in net sale proceeds after bank debt repayment. The escrowed funds will remain in the escrow account until such time as all representations, warranties and indemnifications under the Asset Purchase Agreement are fully satisfied. The gross proceeds in the transaction were $1.687 million in cash, plus retention of net accounts receivable of approximately $143,000. As part of the transaction, we expect to transition a significant portion of our back office operations in cooperation with the new owner. We may continue this co-back office arrangement temporarily or indefinitely, or we may opt to completely outsource these functions. We expect a wind-down of our corporate back office and revenue cycle management operations in Oklahoma City, Oklahoma in the Fiscal Year Ended September 30, 2011 in favor of another solution. costs;

~~Local~~• ~~Management~~impact ~~Changes~~of a potential requirement to record asset impairment charges in ~~Oklahoma~~ the future;

On• ~~February 14,~~failure 2011, Tom Rice’s employment as President and Chief Operating Officer at Southern Plains Medical Group was terminated by mutual agreement. While Mr. Rice had an employment agreement and severance agreement, by mutual consent he accepted three months’ severance plus vesting of ~~his stock~~our ~~options~~information ~~per~~technology ~~the~~system ~~Company~~or ~~stock option plan terms. His resulting severance payments will begin once certain asset sales and~~ the ~~reorganization~~breach of ~~the~~our ~~Oklahoma~~network ~~operations are completed.~~ security;

19 • impact on our disclosure of use the scaled disclosure option available to smaller reporting companies; and

~~Table~~• volatility in the price of ~~Contents~~our common stock.

~~Bridge~~OVERVIEW ~~Financing~~

~~During~~References ~~the~~to ~~fiscal year ended September 30~~“we,” ~~2009 (the~~ “~~Fiscal Year Ended September 30~~us, ~~2009~~”) “our,” we“FPCG” ~~entered~~or ~~into a bridge financing transaction (~~the “~~Bridge Financing~~Company”) ~~which was~~refer ~~consummated~~to inFirst ~~three~~Physicians ~~separate closings. On February 11, 2009, we completed the first closing~~Capital ~~of the Bridge Financing~~Group, aInc. ~~transaction~~and inits ~~which~~subsidiaries. weWe ~~entered~~maintain ~~into~~our ~~the~~executive ~~following~~offices ~~two~~at ~~promissory notes,~~433 ~~each~~North ~~dated~~Camden ~~as of February 6~~Drive, ~~2009: (i) a convertible promissory note with SMP Investments I~~#810, ~~LLC,~~Beverly ~~a Michigan limited liability company (“SMP”)~~Hills, inCalifornia ~~the principal amount of $500,000 and (ii) a convertible promissory note with Anthony J~~90210. ~~Ciabattoni,~~Our ~~Trustee~~telephone ofnumber ~~the~~is ~~Ciabattoni Living~~+1 ~~Trust, dated August 17, 2000~~ (~~“Ciabattoni”~~310)~~, in the principal amount of $1,000,000 (collectively, the “Bridge Notes”)~~ 860-2501. ~~SMP and Ciabattoni are each a “Bridge Lender” and are collectively referred to herein as the “Bridge Lenders.”~~

OnWe ~~February 11,~~invest ~~2009,~~ in ~~addition~~and toprovide ~~the~~financial ~~issuance~~and ofmanagerial ~~the~~services ~~Bridge Notes, we issued four warrants~~ to ~~purchase~~healthcare ~~our~~facilities ~~common~~in ~~stock,~~non-urban ~~par value $0~~markets.01 ~~per~~We ~~share~~promote ~~(the~~quality ~~“Common~~medical ~~Stock”),~~care toby ~~the~~offering ~~Bridge~~improved ~~Lenders~~access ~~as follows: (i) a warrant issued to SMP for the purchase of up to 375,000 shares of Common Stock at an initial exercise price of $0.50 per share~~ and ~~exercisable~~breadth ~~for a period~~ of ~~three years from the date of issuance; (ii) a warrant issued to SMP for the purchase of up to 250,000 shares of Common Stock at an initial exercise price of $0~~services.75 ~~per~~We ~~share~~unlock ~~and exercisable for a period of three years from~~ the ~~date~~value of ~~issuance;~~our ~~(iii) a~~investments ~~warrant~~by ~~issued~~developing ~~to Ciabattoni for the purchase of up to 750~~strong,~~000~~ ~~shares~~long-term ~~of Common Stock at an initial exercise price of $0.50 per share~~ and ~~exercisable~~mutually-beneficial ~~for~~relationships awith ~~period~~our ofphysicians ~~three years from the date of issuance;~~ and ~~(iv) a~~ ~~warrant issued to Ciabattoni for~~ the ~~purchase~~communities ofthey ~~up to 500,000 shares of Common Stock at an initial exercise price of $0~~serve.75 ~~per share and exercisable for a period of three years from the date of issuance.~~

~~Each~~14 Bridge Note originally became due and payable on November 6, 2009; we extended these notes under the terms of an extension option contained in the Bridge Notes. Pursuant to the terms of the extension option, we are required to issue warrants to the Bridge Lenders to purchase shares of Common Stock in the following amounts: (i) to SMP, 125,000 shares at a price of $0.50 per share, and 83,333 shares at a price of $0.75 per share and (ii) to Ciabattoni, 250,000 shares at a price of $0.50 per share, and 166,667 shares at a price of $0.75 per share. The new due date of the Bridge Notes pursuant to the extension option was February 6, 2010; we were to repay the unpaid principal of each Bridge Note on this date, together with accrued and unpaid interest of 16% per annum.

TheTable Bridge Lenders have agreed to extensions as follows: the maturity date of the promissory note held by SMP, in the principal amount of $500,000, is extended to August 6, 2011; the maturity date of the promissory note held by Ciabattoni, in the principal amount of $1,000,000, is extended to February 6, 2013. Effective February 1, 2010, the interest rate was changed from 16% to 10% per annum for the Bridge Notes. Contents

~~The~~STRATEGY Bridge Notes include a conversion feature allowing each Bridge Lender to convert all or any portion of the entire unpaid principal and any unpaid accrued interest at the date upon which the conversion is to be effected into a number of shares of Common Stock, determined by dividing the sum of the unpaid principal and unpaid accrued interest at the conversion date by the conversion price in effect at the conversion date. The initial conversion price is $0.625, which price is adjustable as set forth in the Bridge Notes. As of December 31, 2010, none of the Bridge Lenders has effected such a conversion.

~~The~~During ~~Bridge~~the ~~Notes~~Fiscal ~~include~~Year aEnded ~~provision~~September 30, ~~granting the Bridge Lenders~~2010, towe ~~the~~shifted ~~extent~~our ~~that~~strategy ~~the Bridge~~away ~~Lenders~~from ~~holding notes representing a~~ majority ofownership ~~the~~in ~~aggregate~~healthcare ~~outstanding~~delivery ~~principal amount~~companies ~~of the Bridge Notes agree, demand registration rights with respect~~ to a ~~the~~focus ~~resale~~on of the ~~shares~~provision of ~~Common~~management, ~~Stock~~financial, ~~that~~and ~~would~~ancillary behealthcare ~~issuable~~and ~~upon~~IT ~~conversion~~services ofto the ~~Bridge~~rural ~~Notes,~~and ~~which~~community ~~rights vest~~hospital ~~thirty-six (36) months after the date of issuance of the Bridge Notes~~market. ~~The~~We ~~registration statement~~expect ~~would~~to bemaintain ~~prepared by us at our expense~~ and ~~filed on Form S-1~~ /or ~~other~~acquire ~~appropriate~~minority ~~form and,~~ownership ~~once~~in ~~declared~~selected ~~effective,~~healthcare ~~allow~~delivery ~~the~~companies ~~registered~~that ~~securities~~complement our tomanagement beservices ~~sold~~and onfinancing ~~a continuous basis~~activities. In ~~such~~We ~~circumstances,~~may wealso ~~would~~invest ~~keep~~in, ~~the~~acquire ~~registration~~or ~~statement~~partner ~~continuously~~with ~~effective~~other ~~until certain~~companies ~~conditions~~that ~~are~~provide ~~met~~similar ~~which~~services ~~would~~in ~~allow~~our ~~us to stop maintaining its effectiveness~~markets.

20In pursuit of this reorganization, we undertook an initiative to divest ourselves of underperforming facilities and reduce or outsource administrative functions to better align cost structures and business volume. As a result of the initiative, during the Fiscal Year Ended September 30, 2011, we successfully divested ourselves of our majority owned hospitals, and obtained contracts to provide the healthcare management services to several hospital clients.

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

OnRECENT ~~March 3,~~DEVELOPMENTS 2009, we completed the second closing of the Bridge Financing, a transaction in which we entered into nine promissory notes, each dated as of March 3, 2009, in the aggregate principal amount of $500,000 (the “Second Bridge Notes”), with various investors (each, a “Second Bridge Lender” and together, the “Second Bridge Lenders”).

~~Each~~Change Second Bridge Note originally became due and payable on December 3, 2009, unless the maturity date is extended pursuant to the terms of an extension option. The Second Bridge Notes include a conversion feature allowing each Second Bridge Lender to convert all or any portion of the entire unpaid principal and any unpaid accrued interest at the date upon which the conversion is to be effected into a number of shares of Common Stock, determined by dividing the sum of the unpaid principal and unpaid accrued interest at the conversion date by the conversion price in ~~effect~~ atManagement the conversion date. The initial conversion price is $0.625, which price is adjustable as set forth in the Second Bridge Notes. As of June 30, 2010, none of the Second Bridge Lenders has effected such a conversion.

WeOn ~~extended~~March 24, ~~the~~2014, ~~Second Bridge Notes for an additional three months under~~ the ~~terms of the~~ ~~extension~~Board ~~option~~appointed ~~contained~~Adrian ~~in the Second Bridge Notes~~B. ~~Upon~~Reeder ~~exercising this option, we were required~~ to ~~issue warrants to~~ the ~~Second~~position ~~Bridge Lenders to purchase an aggregate~~ of ~~208,333 shares~~Chief ofFinancial ~~our~~Officer ~~Common Stock, 125,000 shares~~ of ~~which will be issued at an exercise price of $0.50 per share and 83,333 shares of which will be issued at an exercise price of $0.75 per share. The new due date for~~ the ~~Second~~Company ~~Bridge~~effective ~~Notes pursuant to the extension option was March~~April 37, ~~2010.~~2014 ~~The Second Bridge Lenders have agreed~~ to anserve ~~additional~~until ~~extension~~his ~~period~~successor ~~for~~is ~~the~~duly ~~Second~~appointed ~~Bridge Notes ranging from eighteen to thirty-six months from the March 3, 2010 due date~~ and ~~also~~qualified ~~agreed~~or tountil ~~a reduction~~his inearlier ~~the~~resignation ~~annual~~or ~~interest rate from 16% to 10%~~removal.

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

On ~~April~~June 1420, ~~2009~~2014, ~~we completed~~ the ~~third~~Company ~~closing~~filed ofa ~~the~~preliminary ~~Bridge~~proxy ~~Financing,~~statement arelated ~~transaction~~to ~~in which~~its we2014 ~~entered~~annual ~~into~~meeting ~~the~~of ~~following~~stockholders. ~~three~~The ~~promissory~~Company ~~notes:~~and ~~(i)~~ a ~~convertible promissory~~ ~~note,~~group ~~dated as~~ of ~~March 31,~~stockholders ~~2009,~~also ~~with~~filed ~~Frank~~a ~~Darras,~~Schedule ~~Trustee~~13E-3 ofon the ~~Darras~~same ~~Family~~day. ~~Trust (“Darras”),~~The inCompany and the ~~principal~~group ~~amount~~ of ~~$100,000~~stockholders ~~(the~~filed ~~“Darras~~amendments ~~Note”);~~to ~~(ii) a convertible~~the ~~promissory~~preliminary ~~note,~~proxy ~~dated~~statement asand ofSchedule ~~March 31,~~13E-3 ~~2009,~~on ~~with SFV~~July 30, ~~Inc~~2014., aThe ~~California~~preliminary ~~corporation (“SFV”),~~proxy instatement ~~the~~and ~~principal amount of $50,000 (~~the Schedule ~~“SFV~~13E-3 ~~Note”)~~relate ~~and~~to ~~(iii)~~ a ~~convertible~~ ~~promissory~~plan ~~note,~~to ~~dated~~deregister asthe ofCompany’s ~~April 14,~~common ~~2009,~~stock ~~with~~under ~~NFS LLC/FMTC Rol IRA FBO Neal Katz (“Katz”), in~~ the ~~principal~~Securities ~~amount~~Exchange Act of ~~$50,000~~1934 (the “~~Katz~~Exchange ~~Note~~Act”) ~~(collectively~~and, ~~the “Third~~as ~~Bridge~~a ~~Notes”).~~result ~~Darras~~thereof, ~~SFV~~terminate ~~and~~its ~~Katz~~periodic ~~are~~reporting ~~each~~obligations awith ~~“Third Bridge Lender” and are collectively referred to herein as~~ the ~~“Third Bridge Lenders~~SEC.”

~~The~~MATERIAL ~~Darras~~CHANGES ~~Note~~IN ~~and~~RESULTS ~~the~~OF ~~SFV~~OPERATIONS Note originally became due and payable on December 31, 2009, and the Katz Note originally became due and payable on January 14, 2010. The terms of each of the Third Bridge Notes contained an extension option to extend such notes for an additional three months at our discretion. We extended the Darras Note and the SFV Note under the terms of the respective options, and therefore are obligated to issue warrants to Darras and SFV as follows: (i) to Darras, 25,000 shares at an exercise price of $0.50 per share, and 16,667 shares at an exercise price of $0.75 per share; and (ii) to SFV, 12,500 shares at an exercise price of $0.50 per share, and 8,333 shares at an exercise price of $0.75 per share. We extended the Katz Note under the terms of an extension option contained in the Katz Note. By exercising this option, we are required to issue warrants to Katz to purchase an aggregate of 20,833 shares, 12,500 shares of which will be issued at an exercise price of $0.50 per share and 8,333 shares of which will be issued at an exercise price of $0.75 per share. The new due dates for the Third Bridge Notes, pursuant to the extension option, were March 31, 2010 for each of the Darras Note and the SFV Note and April 14, 2010 for the Katz Note. The Third Bridge Lenders have agreed to an additional extension period for the Third Bridge Notes ranging from eighteen to thirty-six months from the March 31, 2010 and April 14, 2010 due dates and also agreed to a reduction in the annual interest rate from 16% to 10%.

21NET REVENUE

~~Table~~Net revenue from services was $6.3 million for the three month period ended June 30, 2014, compared to $4.8 million for the three month period ended June 30, 2013, representing an increase of ~~Contents~~$1.5 million, or 31.3%. A portion of the Company’s management fee revenue is based on successful collection of client accounts receivable. As result of our clients improved collection rates for the Fiscal Year 2014 compared to Fiscal Year 2013, collections increased significantly. The increase in net revenue for the quarter was primarily the result of these collections. Net revenue from services was $18.1 million for the nine month period ended June 30, 2014, compared to $14.4 million for the nine month period ended June 30, 2013, representing an increase of $3.7 million, or 25.7%. This increase was primarily attributable to the increase in client accounts receivable collections for the period, and an increase in the scope and price of services provided by the Company under the contracts to provide healthcare management.

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

~~The~~Selling, ~~Third~~general ~~Bridge~~and ~~Notes~~administrative ~~include~~expenses aincreased ~~provision~~$0.6 ~~granting~~million ~~the~~from ~~Third~~$3.2 ~~Bridge~~million for ~~Lenders, to~~ the ~~extent the~~three ~~holders~~month ofperiod aended ~~majority~~June 30, of2013 to ~~the~~$3.8 ~~aggregate~~million ~~outstanding~~for ~~principal amount of~~ the ~~notes~~three ~~issued~~month ~~in the~~period ~~Bridge~~ended ~~Financing~~June 30, ~~agree~~2014, ~~demand~~and ~~registration~~increased ~~rights~~$0.5 ~~with~~million ~~respect~~from to$9.3 ~~the~~million for ~~resale of~~ the ~~shares of~~nine ~~Common~~month ~~Stock~~period ~~that~~ended ~~would~~June 30, be2013 ~~issuable~~to ~~upon~~$9.8 ~~conversion~~million offor the ~~Third~~nine ~~Bridge~~month ~~Notes,~~period ~~which~~ended ~~rights vest thirty-six (36)~~June ~~months~~30, ~~after~~2014. ~~the~~Both ~~date~~ of ~~issuance of the Third Bridge Notes. The~~ ~~registration~~these ~~statement~~increases ~~would~~are beattributable ~~prepared~~to byan usincrease atin ~~our~~the ~~expense~~scope ~~and~~of ~~filed~~services ~~on Form S-1 or other appropriate form~~ and, ~~once~~related ~~declared effective~~costs, ~~allow~~and ~~the~~increased ~~registered~~administrative ~~securities~~costs toassociated bewith ~~sold~~the onpreliminary ~~a continuous~~proxy ~~basis~~statement ~~and~~filed wein ~~will~~June ~~keep~~2014. ~~the~~Amortization ~~registration~~of ~~statement~~stock-based ~~continuously~~compensation ~~effective~~is ~~until certain~~included ~~conditions~~in ~~are~~selling, ~~met~~general ~~which~~and ~~would~~administrative ~~allow us to stop maintaining its effectiveness~~expense.

~~The~~15 fair value of the warrants issued in conjunction with the convertible notes issued under the Bridge Financing amounted to $932,000, and the fair value of the warrants issued in conjunction with the extension of the Bridge Notes, the Second Bridge Notes, the Darras Note, the SFV Note and the Katz Note amounted to $291,000. The beneficial conversion feature associated with the convertible notes issued in conjunction with the Bridge Financing totaled $253,000. Both the fair value of the warrants issued under the Bridge Financing and the subsequent extension of the Bridge Notes, the Second Bridge Notes, the Darras Note, the SFV Note and the Katz Note, as well as the beneficial conversion feature, will be amortized over the term of the loans. Amortization for the fiscal quarter ended December 31, 2010 and December 31, 2009 was $0 and $359,000, respectively.

RESULTSTable OFof OPERATIONS Contents

~~MATERIAL~~INTEREST ~~CHANGES~~EXPENSE ~~IN RESULTS OF OPERATIONS~~

~~DISCONTINUED~~Interest ~~OPERATIONS~~expense decreased $46,000 from $148,000 for the three month period ended June 30, 2013 to $102,000 for the three month period ended June 30, 2014, due to the paydown of bridge notes payable in April 2014. Interest expense decreased $261,000 from $666,000 for the nine month period ended June 30, 2013 to $405,000 for the nine month period ended June 30, 2014. The overall decrease for the period was the result of the decrease in outstanding bridge financing debt due to payments of $3.3 million paid against the bridge financing in the second and third quarters of fiscal year 2013.

OnMATERIAL ~~January 10,~~CHANGES ~~2011~~IN weFINANCIAL ~~completed~~CONDITION ~~the~~— ~~Tishomingo~~AT ~~Transaction.~~JUNE ~~As of December 31~~30, ~~2010,~~2014 ~~the assets~~COMPARED ofTO ~~the~~SEPTEMBER ~~Tishomingo operation have been recorded as assets held for sale and the liabilities as liabilities of operations held for sale. We have reclassified to discontinued operations~~30, ~~for all~~2013: ~~periods presented, the results of operations from the Tishomingo operation.~~

~~REVENUE~~ CASH AND CASH EQUIVALENTS

~~Revenue~~Our ~~from~~cash ~~services~~and ~~was~~cash equivalents totaled $71.9 million ~~for~~as ~~the~~of ~~three-month period ended December~~June 3130, ~~2010~~2014, compared to $91.4 0 million ~~for~~at ~~the three-month period ended December~~September 3130, ~~2009~~2013, ~~representing~~an ~~a decrease~~increase of $10.59 million~~, or (16~~.~~0%).~~ This ~~decrease~~represents isan ~~driven~~increase byof ~~a $0.8 million (47~~90%~~) decrease in revenue at our Del Mar Ambulatory Surgical Center~~, which iswas primarily the result of anet ~~43%~~cash ~~decrease~~provided inby operating ~~surgical~~activities ~~cases~~of $2.6 ~~Patient days decreased 7% at our critical access hospitals~~million, ~~which~~less ~~contributed~~net ~~to a~~payments ~~revenue~~on ~~decrease~~financing of $01.7 ~~million~~ ~~for the three-month period ended December 31, 2010 as compared to the three-month period ended December 31, 2009~~million.

~~SELLING,~~ACCOUNTS ~~GENERAL~~RECEIVABLE ~~AND ADMINISTRATIVE EXPENSES~~

~~Selling,~~As ~~general~~of ~~and administrative expenses decreased by $1.3~~June ~~million~~30, ~~from~~2014, ~~$8.7 million~~accounts ~~in the~~receivables, ~~three-month~~net ~~period~~of ~~ended~~allowances ~~December 31,~~for ~~2009~~uncollectible toaccounts totaled $717.~~4 million~~3 ~~in the three-month period ended December 31~~million, ~~2010,~~an ~~representing~~increase aof ~~15% decrease~~$3.6 ~~This~~million from ~~decrease is driven by a~~ $013.8 7 million ~~decrease~~ ~~in personnel costs~~ at ~~RHA related to staff reductions~~September 30, ~~elimination~~2013. ofThis ~~certain~~26.3% ~~employee benefits~~increase ~~and~~was ~~the~~primarily ~~divestiture~~due ofto the ~~Chandler~~increased ~~Clinic~~billings ~~(the~~generated ~~“Chandler~~from ~~Clinic”).~~an ~~Our~~increase ~~outside services~~in ~~expenses~~collections ~~decreased~~and ~~$0.3 million as~~ the ~~result~~scope ~~of reduced usage of outside attorneys~~ and ~~other~~ ~~consultants.~~price ~~Expenses at our Del Mar Ambulatory Surgical Center decreased $0.2 million as a result~~ of ~~lower~~healthcare ~~personnel~~management ~~and~~services ~~medical~~provided ~~supply~~by ~~expenses~~the ~~resulting from lower surgical case volumes~~Company.

22 LONG-TERM DEBT

~~Table~~Long-term debt (including current maturities) decreased $1.7 million to $5.8 million at June 30, 2014 from $7.5 million at September 30, 2013. This 22.7% decrease reflects cash proceeds from debt of ~~Contents~~$0.7 million, offset by routine payment on long-term debt of $0.4 million, and the full paydown of all outstanding bridge notes of $2.0 million.

~~PROVISION~~LIQUIDITY ~~FOR~~AND ~~DOUBTFUL~~CAPITAL ~~ACCOUNTS~~ RESOURCES

~~Provision~~We ~~for~~have ~~doubtful~~funded ~~accounts~~operations ~~decreased~~primarily tothrough ~~$1.0 million~~cash inflows ~~the~~from ~~three~~operations and short-~~month~~term ~~period~~bridge ~~ended~~financing. We estimate that, based on current ~~December 31~~plans and assumptions, ~~2010~~our available cash and cash flows from ~~$1.5 million~~operations inwill ~~the~~be ~~three-month~~sufficient ~~period~~to ~~ended~~satisfy ~~December 31,~~our ~~2009, representing~~cash arequirements ~~decrease~~under ofour ~~$0.5 million,~~present oroperating ~~33%.~~expectations, ~~The~~without ~~decrease~~further isfinancing, ~~primarily~~for the ~~result~~next of12 ~~reduced surgical~~months; ~~case~~however, ~~volume~~if atnecessary, ~~our~~we ~~Del~~may seek ~~Mar~~bank ~~Ambulatory~~financing ~~Surgical~~or ~~Center.~~ issue debt securities

~~OTHER~~As ~~INCOME~~of June 30, 2014, we had working capital of $15.5 million compared with working capital of $7.9 million at September 30, 2013, an increase of $7.6 million. The working capital increase was primarily the result of a $0.9 million increase in cash, a $3.6 million increase in trade accounts receivable, a $1.9 million reduction in accrued expenses and accounts payable, and a $1.4 million reduction in short term portion of notes payable.

~~Other~~As ~~income~~of ~~was $19,000 for the three-month period ended December~~June 3130, ~~2010 and $436~~2014,~~000 for~~ ~~the~~we ~~three-month~~had ~~period~~a ~~ended~~stockholders’ ~~December 31,~~equity ~~2009~~of $5.0 ~~This~~million, ~~decrease~~as iscompared ~~primarily~~to ~~due~~a tostockholders’ ~~$429,000~~deficit of ~~insurance~~ ~~proceeds~~$3.1 ~~received~~million ~~for~~as ~~damages to one~~ of ~~our facilities in the three-month period ended December~~September 3130, ~~2009,~~2013. ~~while~~The adecrease ~~corresponding amount was not received~~ in the ~~three-month~~stockholders’ ~~period~~deficit ~~ended December 31,~~arose ~~2010.~~primarily ~~The~~from ~~insurance~~net ~~proceeds~~income ~~were a reimbursement~~ for ~~tornado~~the ~~damage~~nine atmonth ~~one of our~~period ~~critical~~ended ~~access~~June 30, ~~hospitals~~2014.

~~INTEREST~~During ~~EXPENSE~~the nine month period ended June 30, 2014, there was $2.6 million in cash provided by operating activities compared to $2.4 million in cash provided by operating activities during the nine month period ended June 30, 2013. The $0.2 million increase in cash provided by operating activities was primarily the result of a $3.2 million increase in net income, offset by a $1.0 million decrease in cash from accounts receivable and a $1.8 million increase in cash used to pay accrued expenses.

~~Interest~~Cash ~~expense~~used ~~decreased~~in tofinancing activities totaled $~~355,000~~1.7 million for the ~~three-~~nine month period ended ~~December~~June 3130, ~~2010~~2014, as ~~compared~~which towas ~~$684,000~~primarily ~~for~~ the ~~three-month~~result ~~period~~of cash ~~ended~~payments ~~December 31,~~on ~~2009.~~long ~~This~~term ~~represents~~debt ~~a decrease~~ of $~~329,000, or 48%~~2. ~~The three-month period ended December 31~~4, ~~2009~~partially ~~included~~offset ~~expenses~~by of $~~359,000~~0.7 ~~related~~million tocash ~~the~~proceeds ~~amortization~~from oflong ~~points,~~term debt. ~~discount~~Cash ~~and~~used ~~the~~in ~~beneficial~~financing ~~conversion feature~~activities of ~~the Bridge Financing~~$3.6 ~~For~~million during the ~~three-~~nine month period ended ~~December~~June 3130, ~~2010,~~2013 ~~there~~ was ~~$0 expense related to~~ the ~~amortization~~result of ~~Bridge~~cash ~~Financing~~payments ~~points, discount or beneficial conversion~~on ~~feature~~long-term debt.

~~BASIC~~16 ~~WEIGHTED-AVERAGE NUMBER OF COMMON STOCK OUTSTANDING~~

TheTable weighted average number of shares of Common Stock outstanding was 15,049,507 and 14,182,308 for the three-month periods ended December 31, 2010 and December 31, 2009, respectively. The weighted average number of shares increased as a result of the sale of additional Common Stock and the exercise of warrants to purchase shares of Common Stock. Contents

~~MATERIAL~~Beginning ~~CHANGES~~in INNovember ~~FINANCIAL~~2013, ~~CONDITION~~we —entered ATinto ~~DECEMBER~~a 31staggered bridge financing transaction (the “2013 Bridge Financing”) whereby we entered into four promissory notes, ~~2010~~with interest of 10% per annum, ~~COMPARED~~in TOthe ~~SEPTEMBER~~aggregate principal amount of $650,000 (the “2013 Bridge Notes”). The 2013 Bridge Notes mature June 30, 2014. ~~2010~~The 2013 Bridge Loans funded as follows: $450,000 and $200,000 in November 2013 and January 2014, respectively. Three of the investors, SMP Investments I, LLC (SMP), Anthony J. Ciabottoni, and William Houlihan, a member of the Board, each hold a 10% or greater voting interest and are considered related parties. The fourth investor, Blue Ridge Investments, LLC is wholly owned by Richardson Sells, a member of the Board, and is therefore also considered a related party. SMP, Anthony J. Ciabottoni, William A. Houlihan and Blue Ridge Investments, LLC contributed $300,000, $125,000, $125,000, and $100,000, respectively.

~~CASH~~On January 17, ~~AND~~2014, ~~CASH~~the ~~EQUIVALENTS~~Company issued warrants to SMP for the purchase of up to 8,500,000 shares of common stock at an initial exercise price of $0.01 per share. The warrants are exercisable for a period of five years from the date of issuance and were issued as consideration for the extension of the maturity date of the SMP promissory note associated with the 2009 Bridge Lenders (see Note 5). SMP holds a 10% or greater voting interest and is considered a related party. On March 27, 2014, SMP exercised its warrant to purchase 8,500,000 shares of common stock for an aggregate purchase price of $85,000. The $85,000 proceeds were received previously by the company in fiscal year 2013, and were recorded as a liability until such time as the Company was able to accept the warrants.

AsOn ~~of December~~January 311, ~~2010~~2014, ~~cash~~the ~~and~~Company ~~cash~~issued ~~equivalents~~warrants ~~totaled~~to ~~$807~~purchase an aggregate of 2,~~000~~278,079 ashares ~~decrease~~of common stock with an exercise price of $~~855~~0.3125. These warrants are exercisable for a period of five years from date of issuance. SMP,~~000 when~~ ~~compared~~Anthony ~~with~~J. ~~the~~Ciabattoni, $1and William A. Houlihan received warrants to purchase up to 850,~~662~~080,~~000~~ 425,600 onand ~~hand~~470,400 atshares ~~September 30~~of common stock, ~~2010~~respectively. ~~This~~The ~~represents~~warrant aissuance ~~decrease~~was ~~of 51%.~~related ~~This~~to ~~decrease~~the in2011 ~~cash~~Bridge Financing and ~~cash~~were ~~equivalents~~issued at such time as the Company was aable ~~result~~to legally issue warrants. Three of ~~$355,000~~the ~~net~~warrant ~~cash~~recipients, ~~used~~SMP, inAnthony J. ~~operating~~Ciabattoni, ~~activities~~ and ~~$347~~William A. Houlihan,~~000~~ a member of ~~repayment~~the Company’s Board, each hold a 10% or greater voting interest and are considered related parties and received in aggregate 1,746,080 of ~~notes~~the ~~payable~~warrants.

~~ACCOUNTS~~On ~~RECEIVABLES~~January 1, 2014, the Company issued warrants to purchase an aggregate of 4,092,800 shares of common stock with an exercise price of $0.3125. These warrants are exercisable for a period of five years from date of issuance. SMP, Anthony J. Ciabattoni, and William A. Houlihan received warrants to purchase up to 1,984,000, 1,388,800 and 720,000 shares of common stock, respectively. The warrant issuance was related to the 2012 Bridge Financing and were issued at such time as the Company was able to legally issue warrants. The warrant recipients, SMP, Anthony J. Ciabattoni, and William A. Houlihan, each hold a 10% or greater voting interest and are considered related parties.

AsOn ~~of December~~April 317, ~~2010~~2014, ~~accounts~~the ~~receivables,~~Company ~~net~~paid ofall ~~allowances~~outstanding ~~for~~principal ~~contractual~~and ~~discounts~~accrued interest related to the 2009 and ~~uncollectible~~2013 ~~accounts~~Bridge ~~totaled~~Financing ~~$3.5 million~~notes, aand ~~decrease~~the outstanding accrued interest related to the 2011 and 2012 Bridge Financing notes. The total amount paid was $2,463,874 consisting of $~~0.1 million~~2,000,000 ~~from~~on principal and $~~3.6 million~~463,874 atof ~~September 30~~interest. Three of the bridge lenders, ~~2010~~SMP, Anthony J. ~~This~~Ciabottoni, ~~represents~~and William A. Houlihan (a ~~change~~member of 3the board) each hold a 10% or greater voting interest and are considered related parties. A fourth lender, ~~which~~Blue ~~reflects~~Ridge ~~normal~~Investments, ~~billing~~LLC is wholly owned by Richardson Sells, a member of the Board, and ~~collection~~is therefore also considered a related party. SMP, Anthony J. Ciabottoni, William A. Houlihan and Blue Ridge Investments, LLC received payments of $930,059, $1,187,701, $209,024, and $101,056, ~~activity~~respectively. The remaining unrelated 2011 and 2012 Bridge Financing note holders received the balance of $36,034. The Company also paid an outstanding note payable in the amount of $100,000 plus interest of $28,812, to Anthony Ciabottoni who holds a 10% or greater voting interest and is considered a related party.

~~PREPAID~~On ~~EXPENSES~~April 16, 2014, we accepted two warrant exercises in the amount of 150,000 and 210,000 shares of common stock, at an exercise price of $0.625 and $0.50 per share, respectively, for an aggregate purchase price of $198,000 from two investors. The $198,000 proceeds, consisting of $138,000 cash and $60,000 in consulting fees owed, had been received by the Company in fiscal year 2012, and were recorded as a liability until the Company accepted the warrants in April 2014.

As17 of December 31, 2010, prepaid expenses totaled $374,000, an increase of $252,000 from $122,000 at September 30, 2010. This represents a change of 207% and arose primarily from the prepayment of insurance premiums for the Fiscal Year ended September 30, 2011.

23 Table of Contents

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

~~OTHER~~18 ~~CURRENT ASSETS~~

AsTable of December 31, 2010, other current assets totaled $1.0 million, an increase of $0.1 million from $0.9 million at September 30, 2010. This represents an increase of 11.1% and arose primarily from a $0.1 million deposit placed by our Del Mar Ambulatory Surgery Center. Contents

~~ACCOUNTS~~Item ~~PAYABLE~~ 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

AsNot ~~of December 31, 2010, accounts payable totaled $4~~applicable.~~9 million,~~ ~~compared to $4.1 million at September 30, 2010. This represents an increase of $0.8 million, or 19.5%. This increase is the result of cash conservation initiatives.~~

~~ACCRUED~~Item ~~EXPENSES~~ 4. CONTROLS AND PROCEDURES

AsEVALUATION ofOF ~~December 31,~~DISCLOSURE ~~2010,~~CONTROLS ~~accrued~~AND ~~expenses~~PROCEDURES totaled $3.2 million, compared to $3.3 million at September 30, 2010. This represents a decrease of $0.1 million, or 3.0%. This decrease is primarily attributable to a decrease in the liability for employee benefits expenses RHA.

~~LONG~~As of the end of the period covered by this report, an evaluation was carried out by our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-~~TERM~~15(e) ~~DEBT~~and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our controls and procedures are ineffective, as they contained evidence of a material weakness as of the end of the fiscal quarter ended June 30, 2014.

~~Long-term~~CHANGES ~~debt~~IN ~~decreased~~INTERNAL ~~$0.5 million~~CONTROL ~~from~~OVER ~~$17.7 million~~FINANCIAL atREPORTING September 30, 2010 to $17.2 million at December 31, 2010. This decrease reflects amortization from scheduled note payments and the extinguishment of a $150,000 note resulting from the sale of the Chandler Clinic.

~~INFLATION~~There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2014 that had a material effect on our internal control over financial reporting.

In19 the Fiscal Year Ended September 30, 2010 and the Fiscal Year Ended September 30, 2009, inflation and changing prices have had a net neutral impact on our revenues, expenses and income from continuing operations. We expect future payment contracts from third parties and future supplies and cost of operations to increase or decrease proportionally in the future.

OTHERTable EVENTS of Contents

WePART ~~are~~II ~~not aware of any trends, events or uncertainties that will result in a material change in our results of operations.~~

~~LIQUIDITY~~OTHER ~~AND~~INFORMATION ~~CAPITAL RESOURCES~~

~~Our~~Item ~~cash and cash equivalents totaled $0.8 million as of December 31, 2010, compared to $~~1.~~7 million~~ atLEGAL September 30, 2010, a decrease of $0.9 million. This decrease is primarily due to operating deficits that required the use of cash. As of December 31, 2010 we had a working capital deficit of $4.5 million compared with a working capital deficit of $3.1 million at September 30, 2010. The working capital decrease was primarily a result of operating losses during the three-month period ended December 31, 2010 and the usage of cash to make scheduled payments on notes payable. As of December 31, 2010, we had a stockholders’ deficit of $16.7 million, as compared to a stockholders’ deficit of $15.3 million as of September 30, 2010. The increase in stockholders’ deficit arose from operating losses. PROCEEDINGS

~~During~~In ~~the~~July ~~three-month~~2014, ~~period~~the ~~ended~~Company ~~December 31,~~settled ~~2010~~a ~~there~~lawsuit ~~was~~previously $0filed ~~cash~~against ~~provided~~the byCompany ~~(used~~ in) ~~investing~~October ~~activities~~2011, for asmonies ~~compared~~owed ~~with~~the ~~net~~plaintiff ~~cash~~as ~~used~~a result of ~~$0.1 million~~certain incontractual ~~the~~services. ~~three-month~~The ~~period ended~~lawsuit ~~December 31,~~was ~~2009~~settled ~~primarily~~in full for ~~the purchase of property~~$65,000 ~~plant and equipment~~cash.

24 Item 1A. RISK FACTORS

~~Table~~Because ofwe ~~Contents~~are a “Smaller Reporting Company,” we are not required to disclose the information required by this item.

~~Cash~~Item ~~used in financing activities totaled $0.5 million in the three-month period ended December 31, 2010, as compared with $0.~~2 ~~million generated in the three-month period ended December 31, 2009~~. ~~During~~UNREGISTERED ~~the~~SALES ~~three-month~~OF ~~period~~EQUITY ~~ended~~SECURITIES ~~December 31,~~AND ~~2010,~~USE ~~cash~~OF was used primarily toward the repayment of notes payable. During the three month period ended December 31, 2009, net notes payable repayment was more than offset by cash generated from the exercise of warrants to purchase Common Stock and the sale of Common Stock. PROCEEDS

WeOn ~~have~~April 16, ~~sustained~~2014, ~~operating~~we ~~losses~~accepted ~~since~~two ~~our~~warrant ~~inception~~exercises in the amount of 150,000 and ~~had~~210,000 shares of common stock, at an ~~accumulated~~exercise ~~deficit~~price of ~~approximately~~ $970.~~3 million~~625 asand of$0.50 ~~December 31~~per share, ~~2010~~respectively, asfor ~~compared with~~ an ~~accumulated~~aggregate ~~deficit~~purchase price of $95198,000 from two investors.~~7 million~~ asThe $198,000 proceeds, consisting of ~~September 30~~$138,000 ~~2010.~~cash ~~These~~and ~~losses~~$60,000 ~~have~~in ~~been~~consulting ~~funded~~fees ~~principally~~owed, ~~through~~had been received by the ~~issuance~~ ofCompany ~~preferred~~in ~~and~~fiscal ~~common~~year ~~stock~~2012, and ~~the~~were ~~issuance~~recorded ofas ~~promissory~~a ~~notes~~liability ~~and~~until ~~cash~~the ~~generated~~Company ~~from operations~~accepted the warrants in April 2014.

WeThe ~~are~~shares ~~not aware~~ of ~~any~~common ~~trends,~~stock ~~demands,~~were ~~events~~issued orpursuant ~~uncertainties~~to ~~that~~the ~~will~~exemption set ~~result~~forth in Section 4(a ~~material~~)(2) ~~change~~of inthe ~~our~~Securities ~~liquidity~~Act orof ~~capital~~1933 ~~resources,~~and ~~nor~~the doregulations wepromulgated ~~expect~~thereunder. ~~any~~We ~~changes~~believe inthat each investor is an accredited investor, acquired the ~~cost~~ shares of ~~our~~common ~~capital~~stock ~~resources~~for orinvestment purposes and had access to sufficient information concerning the ~~mix~~Company. ~~and~~The ~~relative~~certificates ~~cost~~representing the shares of ~~our~~common ~~capital~~stock ~~resources~~issued bear a restrictive legend.

~~OFF-BALANCE~~Item ~~SHEET~~3. ~~ARRANGEMENTS~~ DEFAULTS UPON SENIOR SECURITIES

None.

Item 34. ~~QUANTITATIVE~~MINE ~~AND~~SAFETY ~~QUALITATIVE~~ DISCLOSURES ~~ABOUT MARKET RISK~~

~~Not applicable~~None.

Item 45. ~~CONTROLS~~OTHER ~~AND PROCEDURES~~INFORMATION

(a) Evaluation of Disclosure Controls and Procedures: As of the end of the period covered by this report an evaluation was carried out by our management, including our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amendedNone. Based on this evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that our controls and procedures were effective as of the end of the fiscal quarter ended December 31, 2010.

~~(b)~~Item Changes in Internal Control Over Financial Reporting: There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2010 that have a material effect on our internal control over financial reporting6. EXHIBITS

25 See Exhibit index following the Signatures page.

~~Table~~20 ~~of Contents~~

PARTTable II OTHERof INFORMATION Contents

~~Item~~SIGNATURES ~~1. LEGAL PROCEEDINGS~~

~~None.~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 1A. RISK FACTORS


Date: August 13, 2014	First Physicians Capital Group, Inc. (Registrant)

	By:	/s/ Sean Kirrane
		Sean Kirrane
		Chief Executive Officer and authorized signatory (Principal Executive Officer)

	By:	/s/ Adrian Reeder
		Adrian Reeder
		Chief Financial Officer and authorized signatory (Principle Accounting Officer)

In21 addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2010, which could materially affect our business, financial condition or future results. We are currently unaware of any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2010; however, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ItemTable 2.of UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSContents

~~None.~~ EXHIBIT INDEX

Item 3. DEFAULTS UPON SENIOR SECURITIES


Exhibit No.		Description

2.1*		Membership Interest Purchase Agreement (filed as Exhibit 2.1 to the Form 8-K, as filed with the SEC on November 5, 2007)

3.1*		Certificate of Incorporation (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on November 14, 2000)

3.2*		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)

3.3*		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)

3.4*		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)

3.5*		Second Amended and Restated Bylaws dated June 18, 2014 (filed as Exhibit 3.2 to the Form 8-K, as filed with the SEC on June 24, 2014)

3.6*		Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as Exhibit 3.1 to the Form 10-Q for the period ended October 31, 2002, as filed with the SEC on December 5, 2002)

3.7*		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)

3.8*		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)

3.9*		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)

3.10*		Amendment to Certificate of Incorporation, dated December 16, 2005 (filed as Exhibit 3.5 to the Form 10-Q for the period ended October 31, 2005, as filed with the SEC on December 20, 2005)

3.11*		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)

3.12*		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)

3.13*		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)

3.14*		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 Exhibit 10.1 to the Form 8-K, as filed with the SEC on October 23, 2009)

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 Exhibit 10.3 to the Form 8-K, as filed with the SEC on October 23, 2009)

~~None.~~ 22

ItemTable 4.of [REMOVED AND RESERVED]Contents

None.



3.16*		Certificate of Designation of Rights and Preferences of Series 7-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on December 12, 2013)

4.1*		Certificate of Incorporation (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on November 14, 2000)

4.2*		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)

4.3*		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)

4.4*		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)

4.5*		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*		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)

4.7*		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)

4.8*		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)

4.9*		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)

4.10*		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)

4.11*		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)

4.12*		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)

4.13*		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)

4.14*		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 Exhibit 10.1 to the Form 8-K, as filed with the SEC on October 23, 2009)

4.15*		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 Exhibit 10.3 to the Form 8-K, as filed with the SEC on October 23, 2009)

4.16*		Certificate of Designation of Rights and Preferences of Series 7-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on December 12, 2013)

~~Item~~23 ~~5. OTHER INFORMATION~~

None. Table of Contents

Item 6. EXHIBITS



10.1*+		Employment Agreement dated as of July 1, 2014 between the Company and Sean Kirrane (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on May 30, 2014)

31.1		Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 1934

31.2		Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 1934

32.1		Certification Pursuant to 18 U.S.C. 1350

32.2		Certification Pursuant to 18 U.S.C. 1350

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

101.DEF**		XBRL Taxonomy Extension Definition Linkbase

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

~~The~~+ ~~following~~Management ~~documents~~contract, ~~are~~compensatory ~~filed~~plan asor ~~exhibits to this Form 10-Q (exhibits marked with an asterisk (*) have been previously filed with the SEC as indicated and are incorporated herein by reference):~~ arrangement.

Exhibit No.			Description
	2.1	*	Membership Interest Purchase Agreement (filed as Exhibit 2.1 to the Form 8-K, as filed with the SEC on November 5, 2007)
	3.1	*	Certificate of Incorporation (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on November 14, 2000)
	3.2	*	Amended and Restated Bylaws dated October 25, 2002 (filed as Exhibit 3.2 to the Form 8-K, as filed with the SEC on October 28, 2002)
	3.3	*	Certificate of Designation of Rights and Preferences of Series 2-A Convertible Preferred Stock filed November 8, 2000 (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on November 14, 2000)

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

26 ** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

~~Table~~24 ~~of Contents~~

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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 1934
	31.2		Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 1934
	32.1		Certification Pursuant to 18 U.S.C. 1350
	32.2		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.

SIGNATURES

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

	First Physicians Capital Group, Inc. (Registrant)
Date: February 22, 2011	By:	/s/ David Hirschhorn
		David Hirschhorn
		Chief Executive Officer (Principal Executive Officer)
Date: February 22, 2011		/s/ Sean Kirrane
		Sean Kirrane
		Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.			Description
	2.1	*	Membership Interest Purchase Agreement (filed as Exhibit 2.1 to the Form 8-K, as filed with the SEC on November 5, 2007)
	3.1	*	Certificate of Incorporation (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on November 14, 2000)
	3.2	*	Amended and Restated Bylaws dated October 25, 2002 (filed as Exhibit 3.2 to the Form 8-K, as filed with the SEC on October 28, 2002)
	3.3	*	Certificate of Designation of Rights and Preferences of Series 2-A Convertible Preferred Stock filed November 8, 2000 (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on November 14, 2000)
	3.4	*	Certificate of 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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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)

Exhibit No.			Description
	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)
	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 1934
	31.2		Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 1934
	32.1		Certification Pursuant to 18 U.S.C. 1350
	32.2		Certification Pursuant to 18 U.S.C. 1350

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