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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): January 30, 2009 (January 26, 2009)</B>


<P style="font-size: 24pt" align="center"><B>TRI-ISTHMUS GROUP, INC.<BR>
</B><FONT style="font-size: 10pt">(Exact
name of registrant as specified in its charter) </FONT>
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  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
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 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>000-30326</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>77-0557617</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

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cellpadding="0" width="100%" border="0">

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  <TD style="border-bottom: #000000 1px solid"><B>9663 Santa Monica Boulevard,
#959<BR>
Beverly Hills, California<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>90210-4303</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(310) 860-2501</B>
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  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
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<P style="font-size: 10pt" align="justify"><B>Item&nbsp;5.02 Departure Of
Directors Or Principal Officers; Election Of Directors; Appointment Of
Principal Officers</B>

<P>
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  <TD nowrap align="left" width="3%">(a)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify">Not applicable.</DIV>
</TD>
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  <TD nowrap align="left" width="3%">(b)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify">Effective January&nbsp;26, 2009, Dennis M.
Smith ceased to be Chief Financial Officer of Tri-Isthmus Group, Inc., a
Delaware corporation (the &#8220;<U>Company</U>&#8221;), and Mr.&nbsp;Smith has
decided to pursue other interests. On October&nbsp;9, 2008,
Mr.&nbsp;Smith&#8217;s employment agreement with the Company terminated. Upon
such termination, Mr.&nbsp;Smith had certain contractual rights, pursuant to
which the Company will continue to pay Mr.&nbsp;Smith until April&nbsp;9, 2009.
Mr.&nbsp;Smith was offered a severance package to continue his pay beyond
April&nbsp;9, 2009 as recognition of gratitude for past services rendered.
There were no disagreements with the Company on any matter related to the
Company&#8217;s operations, policies or practices. Mr.&nbsp;Smith continues to
serve as a member of the Company&#8217;s Board of Directors.</DIV>
</TD>
 </TR>

</TABLE>


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 <TR
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  <TD nowrap align="left" width="3%">(c)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify">Effective January&nbsp;30, 2009, Donald C.
Parkerson, 58, was appointed to serve a month-to-month term as the
Company&#8217;s Chief Financial Officer to replace Mr.&nbsp;Smith.
Mr.&nbsp;Parkerson currently serves as the Chief Financial Officer of Rural
Hospital Acquisitions, LLC, an Oklahoma limited liability company and
wholly-owned subsidiary of the Company. Mr.&nbsp;Parkerson has been a partner
in the Nashville practice of Tatum, LLC (&#8220;<U>Tatum</U>&#8221;) since
March of 2008, and he currently still holds this position. His 34-year career
in the healthcare industry includes serving as the Vice President of Accounting
and Corporate Controller of public companies in the healthcare segment and
25&nbsp;years as audit and technology consulting partner in a public accounting
firm serving clients in healthcare, telecommunications, distribution, and a
number of other industries. Between November&nbsp;2007 and February&nbsp;2008,
Mr. Parkerson was searching for a suitable employment opportunity consistent
with his years of experience and educational background. From July&nbsp;2007 to
October&nbsp;2007, he worked as Senior Vice President, Corporate Controller, of
Surgical Care Affiliates, LLC. From May&nbsp;2004 to June&nbsp;2007, he served
as Vice President, Surgery Division Controller, of HealthSouth Corporation.
Prior to that, he was co-founder and partner at the accounting firm of Young,
Parkerson &amp; Co., LLP, where he began working in 1979. Mr.&nbsp;Parkerson
graduated with a degree in accounting from Delta State University.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt; margin-left: 4%"
align="justify">Mr.&nbsp;Parkerson&#8217;s employment is governed by an
Executive Services Agreement, dated June&nbsp;27, 2008, by and between the
Company and Tatum, whereby the Company will (i)&nbsp;pay Mr.&nbsp;Parkerson a
salary of $21,000 per month, plus other customary employment-related costs, in
exchange for Mr.&nbsp;Parkerson&#8217;s service, and (ii)&nbsp;pay Tatum a fee
of $9,000 per month in exchange for Tatum making available to the Company
Mr.&nbsp;Parkerson and Tatum&#8217;s intellectual capital for use in
Mr.&nbsp;Parkerson&#8217;s employment relationship with the Company. Pursuant
to the Executive Services Agreement, the Company has the opportunity to make
Mr.&nbsp;Parkerson a full-time member of Company management at any time by
entering into another form of Tatum agreement, which will be negotiated at such
time. In addition, the Company will consider paying to Mr.&nbsp;Parkerson and
Tatum a total cash bonus of up to 50% of the total salary and fees paid during
the term of the Executive Services Agreement.

<P style="font-size: 10pt; margin-left: 4%" align="justify">Mr.&nbsp;Parkerson
has no family relationships with any officer or director of the Company or any
of its subsidiaries, and has engaged in no transactions with related persons
since the beginning of the Company&#8217;s last fiscal year.

<P style="font-size: 10pt" align="justify">(d)&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<P style="font-size: 10pt" align="justify">(e)&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
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style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

<P style="font-size: 10pt; margin-left: 45%" align="justify">TRI-ISTHMUS, INC.

<P style="font-size: 10pt" align="justify">Date: <U>January&nbsp;30, 2009</U>

<P style="margin-top: -11pt; font-size: 10pt; margin-left: 45%"
align="justify">By: <U><B>/</B>s/ David
Hirschhorn&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
DAVID HIRSCHHORN, <BR>
Chief Executive Officer

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
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{"company-data": {"conformed-name": "TRI-ISTHMUS GROUP, INC.", "cik": "0001003226", "assigned-sic": "8062", "irs-number": "770557617", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30326", "film-number": "09558523"}, "business-address": {"street1": "9663 SANTA MONICA BLVD", "street2": "SUITE 959", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210-4303", "phone": "310-860-2501"}, "mail-address": {"street1": "9663 SANTA MONICA BLVD", "street2": "SUITE 959", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210-4303"}, "former-company": [{"former-conformed-name": "VSOURCE INC", "date-changed": "20000106"}, {"former-conformed-name": "INTERACTIVE BUYERS NETWORK INTERNATIONAL LTD", "date-changed": "19990621"}]}
Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): January 30, 2009 (January 26, 2009)
TRI-ISTHMUS GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
000-30326
77-0557617
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
9663 Santa Monica Boulevard,
#959
Beverly Hills, California
90210-4303
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(310) 860-2501
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure Of
Directors Or Principal Officers; Election Of Directors; Appointment Of
Principal Officers
(a)
Not applicable.
(b)
Effective January 26, 2009, Dennis M.
Smith ceased to be Chief Financial Officer of Tri-Isthmus Group, Inc., a
Delaware corporation (the "
Company
"), and Mr. Smith has
decided to pursue other interests. On October 9, 2008,
Mr. Smith's employment agreement with the Company terminated. Upon
such termination, Mr. Smith had certain contractual rights, pursuant to
which the Company will continue to pay Mr. Smith until April 9, 2009.
Mr. Smith was offered a severance package to continue his pay beyond
April 9, 2009 as recognition of gratitude for past services rendered.
There were no disagreements with the Company on any matter related to the
Company's operations, policies or practices. Mr. Smith continues to
serve as a member of the Company's Board of Directors.
(c)
Effective January 30, 2009, Donald C.
Parkerson, 58, was appointed to serve a month-to-month term as the
Company's Chief Financial Officer to replace Mr. Smith.
Mr. Parkerson currently serves as the Chief Financial Officer of Rural
Hospital Acquisitions, LLC, an Oklahoma limited liability company and
wholly-owned subsidiary of the Company. Mr. Parkerson has been a partner
in the Nashville practice of Tatum, LLC ("
Tatum
") since
March of 2008, and he currently still holds this position. His 34-year career
in the healthcare industry includes serving as the Vice President of Accounting
and Corporate Controller of public companies in the healthcare segment and
25 years as audit and technology consulting partner in a public accounting
firm serving clients in healthcare, telecommunications, distribution, and a
number of other industries. Between November 2007 and February 2008,
Mr. Parkerson was searching for a suitable employment opportunity consistent
with his years of experience and educational background. From July 2007 to
October 2007, he worked as Senior Vice President, Corporate Controller, of
Surgical Care Affiliates, LLC. From May 2004 to June 2007, he served
as Vice President, Surgery Division Controller, of HealthSouth Corporation.
Prior to that, he was co-founder and partner at the accounting firm of Young,
Parkerson & Co., LLP, where he began working in 1979. Mr. Parkerson
graduated with a degree in accounting from Delta State University.
Mr. Parkerson's employment is governed by an
Executive Services Agreement, dated June 27, 2008, by and between the
Company and Tatum, whereby the Company will (i) pay Mr. Parkerson a
salary of $21,000 per month, plus other customary employment-related costs, in
exchange for Mr. Parkerson's service, and (ii) pay Tatum a fee
of $9,000 per month in exchange for Tatum making available to the Company
Mr. Parkerson and Tatum's intellectual capital for use in
Mr. Parkerson's employment relationship with the Company. Pursuant
to the Executive Services Agreement, the Company has the opportunity to make
Mr. Parkerson a full-time member of Company management at any time by
entering into another form of Tatum agreement, which will be negotiated at such
time. In addition, the Company will consider paying to Mr. Parkerson and
Tatum a total cash bonus of up to 50% of the total salary and fees paid during
the term of the Executive Services Agreement.
Mr. Parkerson
has no family relationships with any officer or director of the Company or any
of its subsidiaries, and has engaged in no transactions with related persons
since the beginning of the Company's last fiscal year.
(d)    Not applicable.
(e)    Not applicable.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
TRI-ISTHMUS, INC.
Date:
January 30, 2009
By:
/
s/ David
Hirschhorn
DAVID HIRSCHHORN,
Chief Executive Officer