sc13da13_strategic.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HWtW44GqJMUK5nubNSjIKvMjqsh0nN3Af4aJGvfSV9ogmZ6bGTi8FUsxRRxrG50q q2aGGQ9n0aYWmh4doYUYLQ== 0001213900-10-002572.txt : 20100621 0001213900-10-002572.hdr.sgml : 20100621 20100621162815 ACCESSION NUMBER: 0001213900-10-002572 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AMERICAN HEALTHCARE CORP CENTRAL INDEX KEY: 0000867963 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 382526913 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42157 FILM NUMBER: 10908269 BUSINESS ADDRESS: STREET 1: 300 RIVER PLACE, SUITE 4950 CITY: DETROIT STATE: MI ZIP: 48207 BUSINESS PHONE: 3133930200 MAIL ADDRESS: STREET 1: 300 RIVER PLACE STREET 2: SUITE 4950 CITY: DETROIT STATE: MI ZIP: 48207-2602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN CENTRAL INDEX KEY: 0001372509 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 2150 GT 4TH FLOOR STREET 2: 1 CAYMAN FINANCIAL CENTER CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 212 247 0581 MAIL ADDRESS: STREET 1: PO BOX 2150 GT 4TH FLOOR STREET 2: 1 CAYMAN FINANCIAL CENTER CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13D/A 1 sc13da13_strategic.htm SCHEDULE 13D/A sc13da13_strategic.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 13) 1

United American Healthcare Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

90934C105

(CUSIP Number)

Strategic Turnaround Equity Partners, LP (Cayman)

c/o Galloway Capital Management, LLC

720 Fifth Avenue, 10th Floor

New York, New York 10019

(212) 247-0581

Attn: Gary Herman

With a copy to

Olshan Grundman Frome Rosenzweig & Wolosky, LLP

65 East 55th Street

New York, NY 10019

(212) 451-2300

Thomas J. Fleming, Esq.

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule 13d-7(b) for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 90934C105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Turnaround Equity Partners, LP (Cayman) 98-0498777
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS * WC
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 464,679
EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 464,679
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,679 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 115.69% (1)
14	TYPE OF REPORTING PERSON PN

(1)	On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 17, 2010.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90934C105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Galloway Capital Management, LLC n/a
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS * N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 464,679
EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 464,679
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,679 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 115.69% (1)
14	TYPE OF REPORTING PERSON OO

(1)	On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 17, 2010.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90934C105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gary L. Herman N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS * PF
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 5,400 (1)
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 464,679
EACH REPORTING		9	SOLE DISPOSITIVE POWER 5,400 (1)
PERSON WITH		10	SHARED DISPOSITIVE POWER 464,679
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 470,079 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 115.76% (2)
14	TYPE OF REPORTING PERSON IN

(1)	This includes 1,050 shares of common stock held by FBR, Inc., an entity over which Mr. Herman has investment and voting discretion.

(2)	On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 17, 2010.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90934C105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bruce Galloway N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS * N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 350,284(1)
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 464,679
EACH REPORTING		9	SOLE DISPOSITIVE POWER 350,284 (1)
PERSON WITH		10	SHARED DISPOSITIVE POWER 464,679
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 814,963 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.98% (2)
14	TYPE OF REPORTING PERSON IN

(1)

This includes 268,484 shares of common stock held by the Bruce Galloway, IRA, 18,100 shares of common stock held by Mr. Galloway, 20,775 shares of common stock owned by Mr. Galloway’s son for which Mr. Galloway has the power to vote and dispose, 15,050 shares of common stock owned by Mr. Galloway’s daughter for which Mr. Galloway has the power to vote and dispose, 12,253 shares held by T3 Capital Fund, LP for which Mr. Galloway retains investment and voting discretion, 2,930 shares held by RexonGalloway Capital Growth, LLC for which Mr. Galloway retains investment and voting discretion, and 12,692 shares of common stock held by Jacombs Investments, Inc. for which Mr. Galloway retains investment and voting discretion.

(2)	On the basis of 8,164,117 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 17, 2010.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 4.

Purpose of Transaction

On June 21, 2010 Bruce Galloway a Director of the Issuer and a member of the Strategic Group sent a letter to the Issuer protesting to the recent transaction and that Management did not have the necessary approvals to go forward on the transaction.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Strategic Turnaround Equity Partners, LP (Cayman)

June 21, 2010

By:/s/ Gary Herman

Name: Gary Herman

Title: Managing Member of Galloway Capital

Management LLC, the General Partner of Strategic

Turnaround Equity Partners, LP (Cayman)

Galloway Capital Management, LLC

June 21, 2010

/s/ Bruce Galloway

Name: Bruce Galloway

Title: Managing Member

June 21, 2010

/s/ Gary L. Herman

Gary L. Herman

June 21, 2010

/s/ Bruce Galloway

Bruce Galloway

EX-99.1 2 sc13da13ex99i_strategic.htm LETTER sc13da13ex99i_strategic.htm

Exhibit 99.1

Bruce Galloway, Director

720 Fifth Avenue, 10th Floor

New York, NY 10019

June 21, 2010

VIA EMAIL

Tom Goss, Chairman

William Brooks, Chief Executive Officer

William Dennis, Chief Financial Officer

United American Healthcare Corporation

300 River Place, Suite 4950

Detroit, MI 48207

Dear Gentlemen,

I was stunned to read the press release Friday evening announcing the Pulse Systems, LLC transaction, of which John Fife is the Chairman and at least one of his colleague’s is on the Board of Pulse. Under your leadership, the Board and Management have disposed of substantially all of UAHC's one and only asset, its cash, without a shareholder vote. Furthermore, it has entered a new business, medical devices, where existing management has no expertise, also without a shareholder vote. You even decided to engage in a deal with a related party, John Fife, without a shareholder vote and in clear violation of the Company’s policies on Related Party Transactions and Code of Ethics. It is my further understanding that you engaged in discussions on this transaction for several months without the knowledge or c onsent of the Finance & Audit Committee. In so doing, you have acted in violation of UAHC's own corporate governance requirements, which required that this transaction and any transaction with a related party be reviewed and recommended by the Company’s Finance & Audit Committee.

The lack of good faith on the part of the directors is confirmed by the shoddy process that led to the transaction. I was not presented with a single document describing the deal when the board was asked to vote. I sent numerous emails over a period of 10 days to the Company’s CEO, CFO and Executive Assistant to send me the materials. Finally on June 18, 2010 at 10:00am I received the materials as did other members of the Board, and just hours before you announced the transaction.

The materials that I received raised even more questions about the viability of the deal and the role that Mr. Fife played in orchestrating what appears to be yet another a large payout to him and his affiliates to the disadvantage of the other shareholders. Upon further review I seriously question the competence, judgment and ethics of you, Mr. Brooks and Mr. Dennis. Pulse is clearly a stagnant company with a poor track record. I suspect that UAHC has significantly overpaid for this company, and plundered our cash to enrich Mr. Fife, his investors, transferees/assignees.

All of these problems are compounded by the fact that the transaction has been approved by a holdover board, which I believe would not be serving if it ever held an annual meeting as it should have in November 2009 but engaged in delay tactics with no other purpose but to stay entrenched and harm the shareholders. Even now, the Board has decided to act just 2 weeks before the annual meeting, depriving shareholders of their right to determine the direction that the Company should take.

This Board under your leadership has destroyed shareholder value and has interfered with the proper corporate governance of a public company. I am quite confident that our almost 500 shareholders as well as other individuals will closely examine your egregious and wanton actions.

You have placed all of the shareholders at risk. Rest assured that I will continue to serve to protect the interests of UAHC’s shareholders in obtaining whatever remedies are needed from any individual and entity to correct your hijacking of UAHC and severely damaging its shareholders.

		Very truly yours,

		/s/ Bruce Galloway
		Bruce Galloway, Director

cc:	Darrel W. Francis (via email)
	Finance & Audit Committee, Chairman

	Ronald E. Hall, Director (via email)
	Emmett S. Moten, Director (via email)
	Richard M. Brown, D.O, Director. (via email)
	Stephen D. Harris, Director (via email)

	Thomas P. Fleming, Esq. (via email)
	Olshan Grundman Frome Rosenzweig & Wolosky, LLP

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