sc13da17strategic_unitedamer.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. 17) 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)

April 26, 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 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).
 
(Continued on following pages)
 
 
 
 
 
 
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
7
SOLE VOTING POWER                                                 0
 
 
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER                                          464,679
 
 
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER                                        0
 
 
 
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 11
 
4.74% (1)
14
TYPE OF REPORTING PERSON                                                                       
 
PN
 
(1)  
On the basis of 9,807,108 shares of Common Stock reported by the Company to be issued and outstanding as of February 10, 2011 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February  10, 2011.
 
*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
7
SOLE VOTING POWER                                                     0
 
 
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER                                              464,679
 
 
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER                                            0
 
 
 
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 11
 
4.74% (1)
14
TYPE OF REPORTING PERSON  
  
OO
 
(1)  
On the basis of 9,807,108 shares of Common Stock reported by the Company to be issued and outstanding as of February 10, 2011 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February  10, 2011.
 
*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
7
SOLE VOTING POWER                                                     5,400 (1)
 
 
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER                                              464,679
 
 
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER                                            5,400 (1)
 
 
 
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 11
 
4.79% (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 9,807,108 shares of Common Stock reported by the Company to be issued and outstanding as of February 10, 2011 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February 10, 2011.
 
*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
7
SOLE VOTING POWER                                                     350,284(1)
 
 
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER                                              464,679
 
 
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER                                           350,284 (1)
 
 
 
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        
 
8.31% (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 9,807,108 shares of Common Stock reported by the Company to be issued and outstanding as of February 10, 2011 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February 10, 2011.
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 

 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:  On August 13, 2010, Strategic Turnaround Equity Partners, LP (Cayman) (“Strategic Turnaround”) and Bruce Galloway commenced an action in the Michigan Circuit Court for the County of Wayne (the “Complaint”), naming as defendants the Company, John Fife, Chicago Venture Partners L.P., Pulse Systems Corporation, St. George Investments, LLC, and The Dove Foundation.  The Complaint alleged, among other things,  that defendants violated the Amended and Restated Articles of Incorporation of the Company and Michigan corporate law in connection with the acquisition of Pulse Systems LLC and the Voting and Standstill Agreement with John Fife and St. George Investments, LLC.  On September 24, 2010, the Circuit Court dismissed the Complaint.  On April 25, 2011, Strategic Turnaround and Mr. Galloway filed an appeal in the Court of Appeals, State of Michigan, requesting the Court of Appeals to reverse and vacate the orders of the Circuit Court.

 

 
 
 
 
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)
 
April 25, 2011
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
 
April 25, 2011
/s/ Bruce Galloway
 
Name: Bruce Galloway
 
Title: Managing Member
 
April 25, 2011
/s/ Gary L. Herman
 
 
Gary L. Herman
 
April 25, 2011
/s/ Bruce Galloway
 
Bruce Galloway