0000867963-11-000015.txt : 20111004 0000867963-11-000015.hdr.sgml : 20111004 20111004102120 ACCESSION NUMBER: 0000867963-11-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111004 DATE AS OF CHANGE: 20111004 GROUP MEMBERS: CHICAGO VENTURE MANAGEMENT, L.L.C. GROUP MEMBERS: CHICAGO VENTURE PARTNERS, L.P. GROUP MEMBERS: CVM, INC. GROUP MEMBERS: FIFE TRADING, INC. GROUP MEMBERS: ST. GEORGE INVESTMENTS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fife John M. CENTRAL INDEX KEY: 0001407316 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 303 EAST WACKER DRIVE STREET 2: SUITE 311 CITY: CHICAGO STATE: IL ZIP: 60601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AMERICAN HEALTHCARE CORP CENTRAL INDEX KEY: 0000867963 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] 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: 111122004 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 SC 13D/A 1 form13da13.htm SC 13D AMENDMENT NO. 13 form13da13.htm
 


 
 

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 

 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 
 
 

 
United American Healthcare Corporation
(Name of Issuer)
 
 
 

 
Common Stock, Par Value $0.001
(Title of Class of Securities)
 
90934C105
(CUSIP Number)
 
Eric M. Fogel, Esq.
Lathrop & Gage LLP
100 N. Riverside Plaza
Suite 2100
Chicago, IL 60606
(312) 920-3300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
September 28, 2011
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other parties to whom copies are to be sent.
 
*
 
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 disclosures provided in a prior cover page.
 
The information required on 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 (“Act”) 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).
 
 
 
 
 


 
  
SCHEDULE 13D
 
 
CUSIP No. 90934C105
 
  1 
 
Names of reporting persons
 
JOHN M. FIFE
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
  4
 
Source of funds (see instructions)
 
    PF
  5
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  x
 
  6
 
Citizenship or place of organization
 
    USA
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  7 
  
Sole voting power
 
  
  8
  
Shared voting power
 
    4,132,304 *
  
  9
  
Sole dispositive power
 
  
10
  
Shared dispositive power
 
    4,132,304 *
11
 
Aggregate amount beneficially owned by each reporting person
 
    4,132,304 *
12
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
 
13
 
Percent of class represented by amount in Row (11)
 
    34.97% **
14
 
Type of reporting person (see instructions)
 
    IN
 
*  This consists of (i) 278,936 shares previously owned by reporting person St. George Investments, LLC, as disclosed in the Schedule 13D, Amendment No. 7 filed by the reporting persons on June 8, 2010, (ii) 1,068,559 shares owned by reporting person Chicago Venture Partners, L.P., as disclosed in the Schedule 13D, Amendment No. 8 filed by the reporting persons on August 30, 2010, (iii) 774,151 shares purchased by St. George Investments, LLC on June 24, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, and (iv) 2,010,658 shares issued to St. George Investments, LLC on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, in connection with the exercise by St. George Investments, LLC of its right to convert the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.
 
**  Based on 11,817,766 outstanding shares, which is the sum of (i) 9,807,108 shares outstanding on May 13, 2011, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011, plus (ii) 2,010,658 shares issued on June 27, 2011, upon the exercise of conversion rights under the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.

 
1

 

SCHEDULE 13D
 
 
CUSIP No. 90934C105
 
  1 
 
Names of reporting persons
 
FIFE TRADING, INC.
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
  4
 
Source of funds (see instructions)
 
    OO
  5
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
 
  6
 
Citizenship or place of organization
 
    ILLINOIS
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  7 
  
Sole voting power
 
  
  8
  
Shared voting power
 
    3,063,745 *
  
  9
  
Sole dispositive power
 
  
10
  
Shared dispositive power
 
    3,063,745 *
11
 
Aggregate amount beneficially owned by each reporting person
 
    3,063,745 *
12
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
 
13
 
Percent of class represented by amount in Row (11)
 
    25.92% **
14
 
Type of reporting person (see instructions)
 
    CO
 
*  This consists of (i) 278,936 shares previously owned by reporting person St. George Investments, LLC, as disclosed in the Schedule 13D, Amendment No. 7 filed by the reporting persons on June 8, 2010, (ii) 774,151 shares purchased by St. George Investments, LLC on June 24, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, and (iii) 2,010,658 shares issued to St. George Investments, LLC on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, in connection with the exercise by St. George Investments, LLC of its right to convert the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.  Fife Trading, Inc. is a Manager of St. George Investments, LLC.
 
**  Based on 11,817,766 outstanding shares, which is the sum of (i) 9,807,108 shares outstanding on May 13, 2011, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011, plus (ii) 2,010,658 shares issued on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, upon the exercise of conversion rights under the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.

 
2

 


SCHEDULE 13D
 
 
CUSIP No. 90934C105
 
  1 
 
Names of reporting persons
 
ST. GEORGE INVESTMENTS, LLC
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
  4
 
Source of funds (see instructions)
 
    OO
  5
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
 
  6
 
Citizenship or place of organization
 
    ILLINOIS
Number of
shares
beneficially
owned by
each
reporting
person
With
  
  7 
  
Sole voting power
 
  
  8
  
Shared voting power
 
    3,063,745 *
  
  9
  
Sole dispositive power
 
  
10
  
Shared dispositive power
 
    3,063,745 *
11
 
Aggregate amount beneficially owned by each reporting person
 
    3,063,745 *
12
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
 
13
 
Percent of class represented by amount in Row (11)
 
    25.92% **
14
 
Type of reporting person (see instructions)
 
    CO
 
*  This consists of (i) 278,936 shares previously owned by reporting person St. George Investments, LLC, as disclosed in the Schedule 13D, Amendment No. 7 filed by the reporting persons on June 8, 2010, (ii) 774,151 shares purchased by St. George Investments, LLC on June 24, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, and (iii) 2,010,658 shares issued to St. George Investments, LLC on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, in connection with the exercise by St. George Investments, LLC of its right to convert the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.
 
**  Based on 11,817,766 outstanding shares, which is the sum of (i) 9,807,108 shares outstanding on May 13, 2011, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011, plus (ii) 2,010,658 shares issued on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, upon the exercise of conversion rights under the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.

 

 
3

 

SCHEDULE 13D
 
 
 
CUSIP No. 90934C105
 
  1 
 
Names of reporting persons
 
CHICAGO VENTURE PARTNERS, L.P.
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
  4
 
Source of funds (see instructions)
 
    OO
  5
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
 
  6
 
Citizenship or place of organization
 
    ILLINOIS
Number of
shares
beneficially
owned by
each
reporting
person
With
  
  7 
  
Sole voting power
 
  
  8
  
Shared voting power
 
    1,068,559 *
  
  9
  
Sole dispositive power
 
  
10
  
Shared dispositive power
 
    1,068,559 *
11
 
Aggregate amount beneficially owned by each reporting person
 
    1,068,559 *
12
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
 
13
 
Percent of class represented by amount in Row (11)
 
    9.04% **
14
 
Type of reporting person (see instructions)
 
    PN
 
*  This consists of 1,068,559 shares owned by reporting person Chicago Venture Partners, L.P., as disclosed in the Schedule 13D, Amendment No. 8 filed by the reporting persons on August 30, 2010.

**  Based on 11,817,766 outstanding shares, which is the sum of (i) 9,807,108 shares outstanding on May 13, 2011, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011, plus (ii) 2,010,658 shares issued on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, upon the exercise of conversion rights under the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.


 
4

 

SCHEDULE 13D
 
 
CUSIP No. 90934C105
 
  1 
 
Names of reporting persons
 
CHICAGO VENTURE MANAGEMENT, L.L.C.
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
  4
 
Source of funds (see instructions)
 
    OO
  5
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
 
  6
 
Citizenship or place of organization
 
    DELAWARE
Number of
shares
beneficially
owned by
each
reporting
person
With
  
  7 
  
Sole voting power
 
  
  8
  
Shared voting power
 
    1,068,559 *
  
  9
  
Sole dispositive power
 
  
10
  
Shared dispositive power
 
    1,068,559 *
11
 
Aggregate amount beneficially owned by each reporting person
 
    1,068,559 *
12
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
 
13
 
Percent of class represented by amount in Row (11)
 
    9.04% **
14
 
Type of reporting person (see instructions)
 
    CO
 
*  This consists of 1,068,559 shares owned by reporting person Chicago Venture Partners, L.P., as disclosed in the Schedule 13D, Amendment No. 8 filed by the reporting persons on August 30, 2010.  Chicago Venture Management, L.L.C. is the General Partner of Chicago Venture Partners, L.P.

**  Based on 11,817,766 outstanding shares, which is the sum of (i) 9,807,108 shares outstanding on May 13, 2011, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011, plus (ii) 2,010,658 shares issued on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, upon the exercise of conversion rights under the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.


 
5

 


SCHEDULE 13D
 
 
CUSIP No. 90934C105
 
  1 
 
Names of reporting persons
 
CVM, INC.
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
  4
 
Source of funds (see instructions)
 
    OO
  5
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
 
  6
 
Citizenship or place of organization
 
    ILLINOIS
Number of
shares
beneficially
owned by
each
reporting
person
With
  
  7 
  
Sole voting power
 
  
  8
  
Shared voting power
 
    1,068,559 *
  
  9
  
Sole dispositive power
 
  
10
  
Shared dispositive power
 
    1,068,559 *
11
 
Aggregate amount beneficially owned by each reporting person
 
    1,068,559 *
12
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
 
13
 
Percent of class represented by amount in Row (11)
 
    9.04% **
14
 
Type of reporting person (see instructions)
 
    CO
 
*  This consists of 1,068,559 shares owned by reporting person Chicago Venture Partners, L.P., as disclosed in the Schedule 13D, Amendment No. 8 filed by the reporting persons on August 30, 2010.  CVM, Inc. is the Manager of Chicago Venture Management, L.L.C., which is the General Partner of Chicago Venture Partners, L.P.

**  Based on 11,817,766 outstanding shares, which is the sum of (i) 9,807,108 shares outstanding on May 13, 2011, according to the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011, plus (ii) 2,010,658 shares issued on June 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 29, 2011, upon the exercise of conversion rights under the Convertible Promissory Note made by the Issuer in favor of St. George Investments, LLC, as disclosed in the Issuer’s Current Report on Form 8-K filed on May 18, 2011.

 
6

 


Item 1.
Security and Issuer

Item 1 is hereby amended and restated as follows:

The Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 24, 2009 (the “Initial 13D”), by the Reporting Persons with respect to the Common Stock, par value $0.001 (the “Common Stock”), issued by United American Healthcare Corporation (the “Issuer”), as amended by Amendment No. 12 to the Initial 13D filed on or around September 20, 2011, Amendment No. 11 to the Initial 13D filed on or around June 29, 2011, Amendment No. 10 to the Initial 13D filed on or around May 26, 2011, Amendment No. 9 to the Initial 13D filed on or around November 16, 2010, Amendment No. 8 to the Initial 13D filed on or around August 30, 2010, Amendment No. 7 to the Initial 13D filed on or around June 8, 2010, Amendment No. 6 to the Initial 13D filed on or around March 22, 2010, Amendment No. 5 to the Initial 13D filed on or around February 24, 2010, Amendment No. 4 to the Initial 13D filed on or around February 8, 2010, Amendment No. 3 to the Initial 13D filed on or around January 22, 2010, Amendment No. 2 to the Initial 13D filed on or around January 11, 2010, and Amendment No. 1 to the Initial 13D filed on or around December 15, 2009, is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein, but not otherwise defined, shall have the meanings ascribed to such Items in the Initial 13D.
 
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
 
The source of the $400,000 loaned by reporting person St. George Investments, LLC, an Illinois limited liability company (“St. George”), to the Issuer in the transaction described in Item 4 is the available cash of St. George.
 
Item 4.
Purpose of Transaction
Item 4 is hereby amended to add the following:
 
On September 28, 2011, reporting person St. George loaned $400,000 to the Issuer on the terms set forth in that certain Promissory Note dated September 28, 2011 made by the Issuer in favor of St. George (the “Note”).  St. George is an affiliate of John M. Fife, who is the Company’s Chairman, President and Chief Executive Officer.

The principal amount of the Note is $400,000. Interest on the Note accrues at an annual rate of 10%. No payments of principal or interest on the Note are due until the Note matures, which is on the earlier of (a) December 31, 2014, or (b) the date of (i) the sale of all or substantially all of the assets of the Company or Pulse Systems, LLC, a Delaware limited liability company which is the Company’s subsidiary, (ii) the merger of the Company or Pulse Systems, LLC, or (iii) the sale of all or substantially all of the equity of the Company or Pulse Systems, LLC.

Only upon an event of default (as defined in the Note), the holder of the Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Note into newly issued shares of common stock of the Company (“Common Stock”) at a conversion price of $0.0447 per share.  The conversion price is based on 80% of the average of the closing bid prices for the Common Stock on the 10 trading days immediately preceding September 27, 2011, which was the date on which the Company’s Board of Directors approved the Note and the related loan transaction.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
 
Promissory Note dated September 28, 2011, made by the Issuer in favor of St. George, attached as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on October 4, 2011.
 

 
7

 

Signatures
 
 
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

October 4, 2011

/s/ John M. Fife
 
Name: John M. Fife
 
Fife Trading, Inc.
an Illinois corporation
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 
St. George Investments, LLC,
an Illinois limited liability company
   
  By:
 
Fife Trading, Inc.
an Illinois corporation,
its manager
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 
Chicago Venture Partners, L.P.,
an Illinois limited partnership
   
  By:
 
Chicago Venture Management, L.L.C.
a Delaware limited liability company,
its general partner
   
  By:
CVM, Inc.
an Illinois corporation,
its manager
 
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 

 
8

 


Chicago Venture Management, L.L.C.
a Delaware limited liability company
   
  By:
 
CVM, Inc.
an Illinois corporation,
its manager
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 
CVM, Inc.
an Illinois corporation
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President

 
9

 


ANNEX 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of United American Healthcare Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 4th day of October, 2011.
 

/s/ John M. Fife
 
Name: John M. Fife
 
Fife Trading, Inc.
an Illinois corporation
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 
St. George Investments, LLC,
an Illinois limited liability company
   
  By:
 
Fife Trading, Inc.
an Illinois corporation,
its manager
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 
Chicago Venture Partners, L.P.,
an Illinois limited partnership
   
  By:
 
Chicago Venture Management, L.L.C.
a Delaware limited liability company,
its general partner
   
  By:
CVM, Inc.
an Illinois corporation,
its manager
 
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 

 
10

 


Chicago Venture Management, L.L.C.
a Delaware limited liability company
   
  By:
 
CVM, Inc.
an Illinois corporation,
its manager
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 
CVM, Inc.
an Illinois corporation
   
  By:
 
/s/ John M. Fife
 
  Name:
 
John M. Fife
  Title:
 
President
 
 


11