Replies to post #32 on First Physicians Capital Group, Inc. (FPCG)

[otcbargains]

Item 4. Purpose of Transaction
The Reporting Persons have acquired the securities of the Issuer beneficially owned or which could be deemed to be beneficially owned by them for investment purposes and may acquire additional securities, or dispose of some or all of the securities, from time to time, depending upon price and market conditions, evaluation of alternative investments and other factors.
The Reporting Persons are evaluating potential transactions that could allow the Issuer to become eligible to terminate its registration under Section 12(g)(4) of the Act. As of the date of this Statement, the Issuer has approximately 353 stockholders, a significant portion of which hold small positions in the Issuer’s Common Stock. The Reporting Persons intend to support a reverse stock split by the Issuer, which would result in the Issuer having fewer than 300 stockholders and becoming eligible to terminate the Issuer’s registration.
Other than this evaluation, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters.

[buxmaker]

They paid off their bridge note holders and had warrant exercises at much higher levels. Several 10%+ holders have big warrant positions, so they are incentivized to have the stock rise.

BUX

[otcbargains]

I don't know why. I just know I thought this was one of those once a year type of finds until KIK showed me that. Maybe they don't r/s and deregister? I just don't like it being mentioned as a possibility.

[cleverrox]

Rawnoc,

My reading of this is they aren't going to deregister unless they sell the company. They were required by the SEC law to include that language because they were contemplating the reverse split.

Because condition A - "contemplation of reverse split" made it much easier to do item B - "deregister and go private" - they were under obligation to disclose it under SEC law. It doesn't mean the intent of the reverse split was to go private. It just means the reverse split would streamline going private and ANYTHING that might remotely affect going private has to be mentioned according to SEC rules.

That said this is a very shareholder unfriendly company at the moment. It is nearly impossible to talk to anyone. This isn't shocking since the CEO and his assistant run an organization with 170 employees. That is a very tight ship.