UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
[GRAPHIC OMITTED]
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933]
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale
or executing a sale directly with a market maker.
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1. (a) Name Of Issuer (Please type or print) (b) IRS Ident. No (c) S.E.C. File No.
Orion HealthCorp, Inc. 58-1597246 0000950144-06-003022
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1. (d) Address Of Issuer Street City State Zip
805 Old Alabama Road Suite 350 Roswell Georgia 30076
(e) Telephone No.
(678) 832-1800
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2. (a) Name of person for whose account the (b) IRS Ident. No. (c) Relationship to (d) Address Street City State Zip
Securities are to be sold Issuer
Needham Emerging Growth Partners, L.P. 13-3683490 None 445 Park Avenue New York NY 10022
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INSTRUCTION: The person fling this notice should contact the issuer to obtain the IRS Identification Number and S.E.C. File Number
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3. (a) (b) SEC USE ONLY (c) (d)
Title of the Name and address of Each Broker through Broker-Dealer Number of Shares Aggregate
class of whom the Securities are to be Offered or File Number Or other Units Market
Securities Each Market Maker To be sold Value
To be sold Who is acquiring the Securities (See instr.3(c) (see instr. 3(d))
Class A Common 1. Needham & Company, LLC 124,000 $38,440
Stock 445 Park Avenue, New York, New York 10022
(e) (f) (g)
Number of shares Approximate Name of Each
Or other units Date of sale Securities
outstanding (see instr. Exchange
(see instr.3(e)) 3(f)) (see instr. 3(g))
(Mo. Day. Yr.)
12,428,042 Beginning N/A
4/18/06 and
continuing
thereafter.
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INSTRUCTIONS:
1. (a) Name Of Issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's Social Security or I.R.S. Identification number
(c) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(d) Such Person's address, including zip code
3. (a) Title of the class of Securities to be sold
(b) Name and address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (If debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of
this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding,
as shown
by the most recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
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Title of Date You Nature of Acquisition Transaction Name of person from whom Acquired
The class Acquired (if gift, also give date donor
acquired)
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Series A 9/23/1996 Purchase Pediatric Ventures, Inc.
Preferred shares
Series B 923/1996 Purchase
Preferred
Amount of Date of Nature of
Securities acquired Payment payment
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100,000(1) 9/23/96 Cash
25,000 0 (footnote 1) 9/23/96 Cash
INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in
the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other
obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was
discharged in full or the last installment paid.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account
the securities are to be sold.
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Name and address of seller Title of Securities Sold Date Of Sale Amount of Securities Sold Gross Proceeds
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Zero
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REMARKS:
(1) On 9/23/1996, Needham Emerging Growth Partners, LP purchased 100,000 Series A Preferred shares of Pediatric Ventures, Inc. and
25,000 shares of Series B Preferred of Pediatric Ventures, Inc. Pediatric Ventures, Inc. became integrated with Physician
Solutions, Inc. in 2003 and merged with Surgicare, Inc. in October 2004, in which the Series A and Series B Preferred shares were
converted in Class A Common stock. The company changed its name to Orion Healthcorp, Inc. in December 2004.
INSTRUCTIONS:
See the definition of "person" in Paragraph (a) of Rule 144. Information is to be given not only as to the person for whose
account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall
be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to the aggregated with sales for the
account of the person filing
ATTENTION:
The person for whose account the securities to which the notice relates are to be sold hereby represents by signing this notice
that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the
securities to be sold which has not been publicly disclosed.
4/18/2006
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DATE OF NOTICE (SIGNATURE)
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be
manually signed Any copies not manually signed shall bear typed or printed signatures
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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations ( See 18 U.S.C. 1001).
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SK 22312 0001 662549