United American Healthcare (UAHC) Inactive 10-Q25 Jun 142014 Q1 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2014	Jun. 01, 2014
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'UNITED AMERICAN HEALTHCARE CORP	'
Entity Central Index Key	'0000867963	'
Current Fiscal Year End Date	'--12-31	'
Entity Well-known Seasoned Issuer	'No	'
Entity Voluntary Filers	'No	'
Entity Current Reporting Status	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	18,292,766
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q1	'
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	31-Mar-14	'

UNAUDITED_CONDENSED_CONSOLIDAT

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets	'	'
Cash and cash equivalents	$107	$335
Accounts receivable, net	730	483
Inventories	563	647
Prepaid expenses and other	137	117
Total current assets	1,537	1,582
Goodwill	10,228	10,228
Property and equipment, net	1,645	1,730
Other intangibles, net	1,305	1,413
Other assets	242	242
Total assets	14,957	15,195
Current liabilities	'	'
Put obligation on common stock	5,694	5,694
Redeemable preferred member units of subsidiary, current portion and net of discount	3,166	3,082
Long-term debt, current portion	733	1,150
Accounts payable	767	646
Accrued expenses	231	212
Other current liabilities	100	103
Total current liabilities	10,691	10,887
Long-term debt, less current portion	1,980	1,567
Deferred tax liability	301	301
Capital lease obligations, less current portion	143	163
Total liabilities	13,115	12,918
Commitments and contingencies	'	'
Shareholders' equity	'	'
Preferred stock, 5,000,000 shares authorized; none issued	0	0
Common stock, no par, 25,000,000 shares authorized; 18,292,766 shares issued and outstanding at both September 30, 2013 and June 30, 2013	19,064	19,064
Additional paid in capital	2,273	2,273
Accumulated deficit	-19,495	-19,060
Total shareholders' equity	1,842	2,277
Total liabilities and shareholders' equity	$14,957	$15,195

UNAUDITED_CONDENSED_CONSOLIDAT1

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Shareholders' equity	'	'
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, no par (in dollars per share)	$0	$0
Common stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock, shares issued (in shares)	18,292,766	18,292,766
Common stock, shares outstanding (in shares)	18,292,766	18,292,766

UNAUDITED_CONDENSED_CONSOLIDAT2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]	'	'
Contract manufacturing revenue	$1,630	$2,225
Operating Expenses	'	'
Cost of contract manufacturing services	1,322	1,156
Marketing, general and administrative	633	667
Total operating expenses	1,955	1,823
Operating income (loss)	-325	402
Discount on preferred member units of subdiary	-84	-84
Interest and other income (expense), net	-37	-29
Income (loss) from continuing operations, before income tax	-446	289
Income tax expense	0	0
Net income (loss) from continuing operations	-446	289
Discontinued Operations	'	'
Income from discontinued operations	11	17
Income tax expense from discontinued operations	0	0
Income from discontinued operations	11	17
Net Income (loss)	($435)	$306
Net loss per common share - basic and diluted	'	'
Net income (loss) per common share (in dollars per share)	($0.02)	$0.02
Weighted average shares outstanding (in shares)	18,293	11,818
Net income per common share - basic and diluted	'	'
Net income per common share (in dollars per share)	$0	$0
Weighted average shares outstanding (in shares)	18,293	11,818
Net Income (Loss) per common share - basic and diluted	'	'
Net income (loss) per common share (in dollars per share)	($0.02)	$0.02
Weighted average shares outstanding (in shares)	18,293	11,818

UNAUDITED_CONDENSED_CONSOLIDAT3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Operating activities	'	'
Net income (loss)	($435)	$306
Less: Net income from discontinued operations	11	17
Net income (loss) from continuing operations	-446	289
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	'	'
Depreciation and amortization	203	190
Discount on preferred member units of subdiary	84	84
Change in fair value of interest rate swap	0	9
Net changes in other operating assets and liabilities	-46	-422
Net cash provided by (used in) operating activities of continuing operations	-205	150
Net cash provided by operating activities of discontinued operations	11	17
Net cash provided (used in) by operating activities	-194	167
Investing activities	'	'
Purchase of equipment	-10	0
Net cash used in investing activities by continuing operations	-10	0
Net cash provided by investing activities by discontinued operations	0	0
Net cash used in investing activities	-10	0
Financing activities	'	'
Payments of long-term debt	-167	-167
Payments of line of credit	-1,263	-726
Proceeds from line of credit	1,426	750
Payment on capital lease obligation	-20	-19
Net cash used in financing activities by continuing operations	-24	-162
Net cash used in financing activities by discontinued operations	0	0
Net cash used in financing activities	-24	-162
Net increase (decrease) in cash and cash equivalents	-228	5
Cash and cash equivalents at beginning of period	335	11
Cash and cash equivalents at end of period	107	16
Supplemental disclosure of cash flow information	'	'
Interest paid	$30	$39

DESCRIPTION_OF_BUSINESS

DESCRIPTION OF BUSINESS	3 Months Ended
DESCRIPTION OF BUSINESS	Mar. 31, 2014
BASIS OF PREPARATION [Abstract]	'
DESCRIPTION OF BUSINESS	'
	NOTE 1 – DESCRIPTION OF BUSINESS

	United American Healthcare Corporation (the “Company” or “UAHC”) was incorporated in Michigan on December 1, 1983 and commenced operations in May 1985.

	Since June 18, 2010, UAHC has provided contract manufacturing services to the medical device industry, with a focus on precision laser-cutting capabilities and the processing of thin-wall tubular metal components, sub-assemblies and implants, primarily in the cardiovascular market. The contract manufacturing services are provided by the Company the Company's wholly-owned subsidiary, Pulse Systems, LLC (referred to as "Pulse Systems" or "Pulse".) See Note 4 for discussion of Pulse acquisition.

	From November 1993 to June 2009, the Company’s indirect, wholly owned subsidiary, UAHC Health Plan of Tennessee, Inc. (“UAHC-TN”), was a managed care organization in the TennCare program, a State of Tennessee program that provided medical benefits to Medicaid and working uninsured recipients. From January 2007 to December 2009, UAHC-TN served as a Medicare Advantage qualified organization (the “Medicare contract”) pursuant to a contract with the Centers for Medicare & Medicaid Services (“CMS”). See Note 5 for a discussion of Tennessee operations.

BASIS_OF_PREPARATION

BASIS OF PREPARATION	3 Months Ended
BASIS OF PREPARATION	Mar. 31, 2014
BASIS OF PREPARATION [Abstract]	'
BASIS OF PREPARATION	'
	NOTE 2 – BASIS OF PREPARATION

	The accompanying unaudited condensed consolidated financial statements include the accounts of United American Healthcare Corporation, its wholly owned subsidiary, United American of Tennessee, Inc. (“UA-TN”) and its wholly owned subsidiary Pulse Systems, LLC. UAHC Health Plan of Tennessee, Inc. (formerly called OmniCare Health Plan, Inc.) (“UAHC-TN”) is a wholly owned subsidiary of UA-TN. All significant intercompany transactions and balances have been eliminated in consolidation.

	The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and with the instructions for Form 10-Q and Article 10 of Regulation S-X as they apply to interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

	For all periods presented in the accompanying unaudited condensed consolidated statements of operations, the Company’s managed care business is classified as discontinued operations. On December 31, 2010, the Company reclassified the managed care services of UAHC-TN to discontinued operations based on the fact that the Company had performed substantially all of its contractual obligations.

	On February 14, 2014, the Company's Board of Directors adopted resolutions to change the Company's fiscal year end to December 31. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations and cash flows have been included. The results of operations for the three months are not necessarily indicative of the results of operations expected for the full year ended December 31, 2014 (“2014”) or for any other period. The accompanying interim unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements and related notes contained in our most recent annual report on Form 10-KT filed with the Securities and Exchange Commission (“SEC”) on April 16, 2014.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	a.	Goodwill. Goodwill resulting from business acquisitions is carried at cost. The carrying amount of goodwill is tested for impairment at least annually at the reporting unit level, as defined, and will only be reduced if it is found to be impaired or is associated with assets sold or otherwise disposed of. There was no goodwill impairment charges recorded during the three months ended March 31, 2014 or 2013.

	b.	Inventories. Inventories are valued at the lower of cost, on a first-in, first-out method, or market. Work in process and finished goods include materials, labor and allocated overhead.

	Inventories consist of the following at March 31, 2014 and December 31, 2013, (in thousands):

			March 31,			December 31,
			2014			2013
	Raw materials		$	271			286
	Work in process			256			319
	Finished goods			36			42
	Inventories		$	563			647

	c.	Other Intangibles. Intangibles assets are amortized over their estimated useful lives using the straight-line method. The following is a summary of intangible assets subject to amortization as of March 31, 2014 and December 31, 2013, including the retroactive adjustments for final valuation of such intangible assets (in thousands):

			March 31,			December 31,
			2014			2013
	Customer list		$	2,927			2,927
	Less: accumulated amortization			(1,622	)		(1,514	)
	Other intangible assets, net		$	1,305			1,413

	Amortization expense was $0.1 million for the three months ended March 31, 2014 and 2013, respectively.

	d.	Fair Value Measurements. To prioritize the inputs the Company uses in measuring fair value, the Company applies a three-tier fair value hierarchy. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, reflects management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Determining which hierarchical level an asset or liability falls within requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of March 31, 2014 and December 31, 2013:
	31-Mar-14		Fair Value Measurements
			Level 1			Level 2			Level 3		Total
	Liabilities
	Put obligation on common stock		$	-		$	5,694		$	-	$	5,694

	31-Dec-13		Fair Value Measurements
			Level 1			Level 2			Level 3		Total
	Liabilities
	Put obligation on common stock		$	-		$	5,694		$	-	$	5,694

ACQUISITION

ACQUISITION	3 Months Ended
ACQUISITION	Mar. 31, 2014
ACQUISITION [Abstract]	'
ACQUISITION	'
	NOTE 4 – ACQUISITION

	On June 18, 2010, the Company entered into a Securities Purchase Agreement and a Warrant Purchase Agreement to acquire 100% of the outstanding common units and warrants to purchase common units of Pulse. The consideration paid to acquire the common units and warrants of Pulse totaled approximately $9.46 million, which consisted of (a) cash paid at closing of $3.40 million, (b) a non-interest bearing note payable of $1.75 million (secured by a subordinated pledge of all the common units of Pulse), (c) 1,608,039 shares of UAHC common stock determined based on an initial value of $1.6 million, (d) an estimated purchase price adjustment of $210,364 based on targeted levels of net working capital, cash and debt of Pulse at the acquisition date, and (e) the funding of $2.5 million for certain obligations of Pulse as discussed below. The shares of UAHC common stock were issued on July 12, 2010, upon approval by the Company’s board of directors on July 7, 2010 and, therefore, were revalued at June 30, 2011. The shares of UAHC common stock had a fair value of $1.05 million as of June 30, 2010, which was recorded as accrued purchase price at that date, and a fair value of $884,000 on July 12, 2010, the date the shares were issued and recorded. The decline in the value of the common stock was recorded as a reduction of goodwill. The Company also assumed Pulse’s term loan from a bank of $4.25 million, after making a payment at closing as discussed below.

	In connection with the acquisition of the Pulse common units, Pulse entered into a redemption agreement with the holders of its preferred units to redeem the preferred units for $3.99 million. Pulse is allowed to redeem the preferred units only if UAHC makes additional cash equity contributions to Pulse in an amount necessary to fully fund each such redemption. UAHC funded an initial payment of $1.75 million to the preferred unit holders on June 18, 2010. Pulse has agreed to redeem the remaining preferred units over a two-year period ending in June 2012. Finally, as an additional condition of closing, UAHC funded a $750,000 payment toward Pulse’s outstanding term loan with a bank and pledged all of the common units of Pulse to the bank as additional security for the remaining $4.25 million outstanding under the loan. The initial payment of $1.75 million to the preferred unit holders and the $750,000 payment to the bank by UAHC are considered additional consideration for the acquisition of Pulse. The funding of the remaining redemption payments totaling $2.24 million and the assumption of Pulse’s revolving and term loans are not included in the $9.46 million purchase price listed above.

	The Company finalized its valuation of all assets acquired during the three months ended September 30, 2010, primarily related to long-lived tangible and intangible assets and restated the balance sheet at June 30, 2010 to reflect the final purchase price allocation.

DISCONTINUED_OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Mar. 31, 2014
DISCONTINUED OPERATIONS [Abstract]	'
DISCONTINUED OPERATIONS	'
	NOTE 5 – DISCONTINUED OPERATIONS

	On April 22, 2008, the Company learned that UAHC-TN would no longer be authorized to provide managed care services as a TennCare contractor when its TennCare contract expired on June 30, 2009. UAHC-TN’s TennCare members transferred to other managed care organizations on November 1, 2008, after which UAHC-TN continued to perform its remaining contractual obligations through its TennCare contract expiration date of June 30, 2009.

	From January 2007 to December 2009, UAHC-TN served as a Medicare contractor with CMS. The contract authorized UAHC-TN to offer a SNP to its eligible members in Shelby County, Tennessee (including the City of Memphis), and to operate a Voluntary Medicare Prescription Drug Plan. The Company did not seek renewal of the Medicare contract, which expired December 31, 2009. The Company completed the wind down of the Medicare business during the three months ended December 31, 2010.

	During fiscal year 2011, the Company recognized a liability for certain costs associated with an exit or disposal activity and measured the liability initially at its fair value in the period in which the liability was incurred. The costs recognized included employee termination benefits, lease termination and costs to relocate the Company’s facility. As of June 30, 2011, all amounts have been paid.
	For all periods presented in the accompanying unaudited condensed consolidated statements of operations, the Companys managed care business is classified as discontinued operations. Starting December 31, 2010, the Company reclassified the managed care services of UAHC-TN to discontinued operations based on the fact that the Company had performed substantially all of its contractual obligations. There were no major classes of assets or liabilities related to discontinued operations. A summary of revenues and income from discontinued operations were as follows (in thousands):

		For the Three Months Ended
		March 31,
		2014		2013
	Revenues	$	¾	$	¾
	Income from discontinued operations, before income taxes		11		17

NOTES_PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2014
NOTES PAYABLE [Abstract]	'
NOTES PAYABLE	'
	NOTE 6 – NOTES PAYABLE

	The Company’s long-term borrowings consist of the following at March 31, 2014, and December 31, 2013, respectively (in thousands):

		March 31,			December 31,
		2014			2013
	Notes payable to bank	$	733		$	900
	Notes payable to related party		1,567			1,567
	Revolving loan		413			250
	Total debt		2,713			2,717
	Less: current portion		(733	)		(1,150	)
	Total long-term debt	$	1,980		$	1,567

	Following its acquisition by the Company, Pulse Systems remains party to the Loan and Security Agreement, as amended (the “Loan Agreement”), with Fifth Third Bank, which currently relates to a revolving loan not to exceed $0.5 million. At March 31, 2014 and December 31, 2013, there was $0.4 million and $0.3 million outstanding, respectively. The revolving loan matures January 31, 2015 and bears interest at LIBOR plus 3.75%. In addition, a $0.9 million term loan, with a remaining balance of $0.7 million as of March 31, 2014 and $0.9 million as of December 31, 2013 respectively. The term loan interest is payable monthly and as of March 31, 2014 is calculated based on LIBOR plus 4.00%, with $167,667 quarterly principal payments due through December 31, 2014. The term loan effective interest rate is 4.19% as of March 31, 2014. The revolving loan and term loan are secured by a lien on all of the assets of Pulse Systems. See Note 16 for subsequent events related to the notes payable.

	The Loan Agreement contains financial covenants. At March 31, 2014, the Company was in default in certain financial covenants within the Loan Agreement. Specifically, at March 31, 2014, the Company failed to maintain a Fixed Charge Coverage Ratio in excess of 1.25 to 1.0, and the Company failed to maintain a Funded Debt to Adjusted EBITDA Ratio to be less than 1.25 to 1 at March 31, 2014. See also Note 16 – Subsequent Events for additional discussion.

	In addition, UAHC has pledged its membership interests in Pulse Systems to Fifth Third as additional security for the loans, as set forth in the Membership Interest Pledge Agreement (the “Pledge Agreement”).

	On September 28, 2011, the Company issued a Promissory Note (the “Promissory Note”) to St. George, an affiliate of John M. Fife, who is the Company’s Chairman, President and Chief Executive Officer, in exchange for a loan in the amount of $400,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Promissory Note accrued at an annual rate of 10%. Principal and interest payments were due at the maturity date of December 31, 2014, or if the Company were to sell substantially all of its assets before then. However, the Company can pay, without penalty, the Convertible Note before maturity. In the case of default, St. George can convert all or part of the principal amount and the unpaid interest into newly issued shares of the Company’s common stock. The initial conversion price was $0.0447 per share.

	On December 9, 2011, the Company issued a Promissory Note (the “Second Promissory Note”) in favor of St. George, in exchange for a loan in the amount of $300,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Second Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Second Promissory Note are due until the Second Promissory 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, (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 Second Promissory Note), the holder of the Second Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Second Promissory Note into newly issued shares of common stock of the Company at an initial conversion price of $0.0226 per share.

	On February 9, 2012, the Company issued a Promissory Note (the “Third Promissory Note”) in favor of St. George, in exchange for a loan in the amount of $350,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Third Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Third Promissory Note are due until the Third Promissory 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, (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 Third Promissory Note), the holder of the Third Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Third Promissory Note into newly issued shares of common stock of the Company at an initial conversion price of $0.01903 per share.

	On May 16, 2012, the Company issued a Promissory Note (the “Fourth Promissory Note”) in favor of St. George, in exchange for a loan in the amount of $75,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Fourth Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Fourth Promissory Note are due until the Fourth Promissory 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, (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 Fourth Promissory Note), the holder of the Fourth Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Fourth Promissory Note into newly issued shares of common stock of the Company at an initial conversion price of $0.01793 per share.

	On August 14, 2012, The First, Second, Third and Fourth Promissory Notes were amended to make the indebtedness evidenced by each Promissory Note secured by a) all the assets of the Company, and b) all of the Company's ownership interest in Pulse pursuant to the terms of the St. George Pledge Agreement.

	On August 14, 2012, the Company issued a Promissory Note (the "Fifth Promissory Note") in favor of St. George, in exchange for a loan in the amount of $370,000 made by St. George to the Company. Loan proceeds from the Fifth Promissory Note were transferred by the Company to Pulse. The initial conversion price of the Fifth Promissory Note is $0.010277667. As required by the Purchase Agreement, Pulse entered into that certain Security Agreement by and between Pulse and St George dated August 14, 2012 ("Pulse Security Agreement'), thereby securing the Fifth Promissory Note and the Prior Promissory Notes with all of the assets of Pulse. Pulse also unconditionally guaranteed repayment of and the Fifth Promissory Note Prior Notes by executing that certain Guaranty dated August 14, 2012, in favor of St George ("Pulse Guaranty").

	On October 10, 2012, the Company issued a Promissory Note (the "Sixth Promissory Note") in favor of St. George, a related party, in exchange for a loan in the amount of $50,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Sixth Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Sixth Promissory Note are due until the Sixth Promissory 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, (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 Sixth Promissory Note), the holder of the Sixth Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Sixth Promissory Note into newly issued shares of common stock of the Company. The conversion price is $0.004323 per share.

	On October 10, 2013, the Company issued a Promissory Note (the "Seventh Promissory Note") in favor of St. George in exchange for a loan in the amount of $50,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Seventh Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Seventh Promissory Note are due until the Seventh Promissory Note matures, which is on the earlier of (a) December 31, 2015, or (b) the date of (i) the sale of all or substantially all of the assets of the Company or Pulse Systems, (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 Seventh Promissory Note), the holder of the Seventh Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Seventh Promissory Note into newly issued shares of common stock of the Company. The initial conversion price is $0.09614 per share.

	If the Company issues any convertible security with a conversion price lower than that of the promissory notes issued by the Company to St. George, discussed above, the conversion prices for those promissory notes automatically reduces to the lower conversion price. Accordingly, the current conversion price for the Promissory Note, the Second Promissory Note, the Third Promissory Note, the Fourth Promissory Note, the Fifth Promissory Note and the Sixth Promissory Note is $0.004323 per share of the Company’s common stock. If the Company were to default on the promissory notes, and if St. George were then to elect to convert the $1,545,000 aggregate principal amount the promissory notes, the Company would be obligated to issue to St. George 357,638,880 shares of common stock. This number of shares exceeds the number of the Company’s authorized shares of common stock that are available to be issued. An issuance of all of the Company’s remaining authorized but unissued shares of common stock to St. George would be highly dilutive to the other holders of the Company’s common stock.

	The Company and St George entered into that certain Pledge and Security Agreement dated August 14, 2012 ("St George Pledge Agreement"), thereby providing that the Fifth Promissory Note is secured by all of the Company's ownership interests in its subsidiary, Pulse. The Fifth Promissory Note is also secured by all of the assets of the Company pursuant to that certain Security Agreement between the Company and St George dated August 14, 2012 ("St George Security Agreement"). St George required Pulse to guarantee repayment of the Fifth promissory Note and the Prior Notes, and to secure all such indebtedness by all of the assets of Pulse. As such, Fifth Third Bank and St George entered into that certain Subordination Agreement dated August 17, 2012 ("Subordination Agreement"), thereby indicating that Fifth Third Bank was in a first lien position, and St George was in a subordinate lien position. St George was also required to execute that certain Membership Interest Pledge Agreement dated August 17, 2012, in favor of Fifth Third, thereby pledging to Fifth Third all of its preferred units in Pulse ("Preferred Unit Pledge Agreement").

	On June 25, 2013, the Company issued 5,600,000 to St. George, at a price of $0.004323 per share, representing $24,208.80 of the outstanding balance of the Fifth Promissory Note. In addition, the Company issued 875,000 shares of its common shares to Dove Foundation, a related party, in lieu of cash, at a price of $0.004323 per share, representing $3,782.63 of the outstanding balance of the Sixth Promissory Note.

	Interest expense was approximately $38,000 and $39,000 for three months ended March 31, 2014 and 2013, respectively. Accrued interest as of March 31, 2014 was $7,800. There was no accrued interest as of December 31, 2013.

REDEEMABLE_PREFERRED_MEMBER_UN

REDEEMABLE PREFERRED MEMBER UNITS	3 Months Ended
REDEEMABLE PREFERRED MEMBER UNITS	Mar. 31, 2014
REDEEMABLE PREFERRED MEMBER UNITS [Abstract]	'
REDEEMABLE PREFERRED MEMBER UNITS	'
	NOTE 7 – REDEEMABLE PREFERRED MEMBER UNITS
	In connection with the acquisition of Pulse, Pulse Systems also entered into a Redemption Agreement, dated June 18, 2010 (the “Redemption Agreement”), with Pulse Systems Corporation, the holder of all of the outstanding preferred units in Pulse Systems. The aggregate redemption price is $3.99 million for the preferred units, including the accrued but unpaid return on such units, which reflects a $0.83 million reduction from the actual outstanding amount as of the date of the agreement. In addition, the 14% dividend rate on the preferred units is eliminated, subject to reinstatement if there is a default as explained in the next sentence. Failure to make any of the redemption payments results in the increase of the redemption price for it preferred units by $0.83 million and a 14% per annum cumulative (but not compounded) return on the aggregate amounts of the unredeemed preferred units plus the $0.83 million commencing on the date of default. Pulse Systems Corporation agreed to the redemption of its preferred units over a two-year period, commencing with a cash payment made at closing of $1.75 million. On August 30, 2011, St. George Investments purchased the preferred stock held by Pulse Corporation in Pulse Systems, LLC. The obligations of Pulse Systems under the redemption agreement are subordinate to its obligations under the Loan Agreement and Pledge Agreement.

	On January 1, 2012, Pulse Systems was in default of the Redemption Agreement. As a result, the $0.83 million reduction from the amount outstanding at June 18, 2010 was reinstated. In addition, 14% return on the preferred amount began from the default date of January 1, 2012. The redeemable preferred units were recorded in the March 31, 2014 and December 31, 2013 condensed balance sheets at a value of approximately $3.1 million and $2.9 million, respectively. The reported amounts are net of the 12% discount. The $84,000 impact of the default of the Redemption Agreement has been reflected in the consolidated statement of operations for the three months ended March 31, 2014 and 2013, respectively.

NET_LOSS_PER_COMMON_SHARE

NET LOSS PER COMMON SHARE	3 Months Ended
NET LOSS PER COMMON SHARE	Mar. 31, 2014
NET LOSS PER COMMON SHARE [Abstract]	'
NET LOSS PER COMMON SHARE	'
	NOTE 9 – NET LOSS PER COMMON SHARE

	Basic net loss per share excluding dilution has been computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed using the treasury stock method for outstanding stock options and warrants. For the three months ended March 31, 2014, the Company incurred a net loss. Accordingly, no common stock equivalents for outstanding stock options and warrants have been included in the computation of diluted net loss per share for such periods as the impact would be anti-dilutive.

COMPREHENSIVE_LOSS

COMPREHENSIVE LOSS	3 Months Ended
COMPREHENSIVE LOSS	Mar. 31, 2014
COMPREHENSIVE LOSS [Abstract]	'
COMPREHENSIVE LOSS	'
	NOTE 10 –COMPREHENSIVE LOSS

	There were no other items of comprehensive income or loss, resulting in comprehensive income being the same amount as net income for the three months ended March 31, 2014 and 2013.

SHARE_BASED_COMPENSATION

SHARE BASED COMPENSATION	3 Months Ended
SHARE BASED COMPENSATION	Mar. 31, 2014
SHARED BASED COMPENSATION [Abstract]	'
SHARE BASED COMPENSATION	'
	NOTE 11 –SHARE BASED COMPENSATION

	The Company recognizes the compensation cost relating to share-based payment transactions in the Company's consolidated financial statements. That cost is measured based on the fair value of the equity instruments issued on the date of grant. There was no stock-based compensation expense for the three months ended March 31, 2014 and 2013.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2014
RELATED PARTY TRANSACTIONS [Abstract]	'
RELATED PARTY TRANSACTIONS	'
	NOTE 12 – RELATED PARTY TRANSACTIONS

	Promissory Notes

	On September 28, 2011, the Company issued a Promissory Note (the “Promissory Note”) in favor of St. George, in exchange for a loan amount of $400,000 made by St. George to the Company.

	On December 9, 2011, the Company issued a Promissory Note (the “Second Promissory Note”) in favor of St. George, in exchange for a loan in the amount of $300,000 made by St. George to the Company.

	On February 9, 2012, the Company issued a Promissory Note (the "Third Promissory Note") in favor of St. George, in exchange for a loan in the amount of $350,000 made by St. George to the Company.

	On May 16, 2012, the Company issued a Promissory Note (the "Fourth Promissory Note") in favor of St. George in exchange for a loan in the amount of $75,000 made by St. George to the Company.

	On August 14, 2012, the Company issued a Promissory Note (the "Fifth Promissory Note") in favor of St. George in exchange for a loan in the amount of $370,000 made by St. George to the Company.
	On October 10, 2012, the Company issued a Promissory Note (the "Sixth Promissory Note") in favor of St. George in exchange for a loan in the amount of $50,000 made by St. George to the Company.

	On June 25, 2013, the Company issued 5,600,000 to St. George, at a price of $0.004323 per share, representing $24,208.80 of the outstanding balance of the Fifth Promissory Note. In addition, the Company issued 875,000 shares of its common shares to Dove Foundation, a related party, in lieu of cash, at a price of $0.004323 per share, representing $3,782.63 of the outstanding balance of the Sixth Promissory Note.

	On October 10, 2013, the Company issued a Promissory Note (the "Seventh Promissory Note") in favor of St. George in exchange for a loan in the amount of $50,000 made by St. George to the Company.

	See Note 6 "Notes Payable" for additional discussion of the Promissory Notes discussed above.

	Reimbursement Agreement

	On June 23, 2011, the Company entered into a Reimbursement Agreement and Mutual Release (the “Reimbursement Agreement”) with various parties (collectively, the “Parties”), including Strategic Turnaround Equity Partners, L.P. (Cayman), a Cayman Islands limited partnership (“STEP”), Bruce R. Galloway (“Galloway”), St. George Investments, LLC, an Illinois limited liability company (“St. George”), John M. Fife (“Fife”), and several of their respective affiliates. St. George is controlled by Mr. John M. Fife, who is the Company’s Chairman, CEO and President.

	Under the Reimbursement Agreement, the Parties agreed to dismiss the litigation between them in the U.S. District Court for the Eastern District of Michigan, the Circuit Court for Wayne County, Michigan, and the Michigan Court of Appeals, as well as to release each other from liability in connection with any issue related to the litigation, in exchange for payments of $5,000 by each of the Company and St. George to STEP (for a total of $10,000). The Parties filed a Joint Stipulation of Dismissal on June 27, 2011.

	As part of the Reimbursement Agreement and as further consideration for the releases, STEP, its principals and affiliates, including Galloway, agreed that for 20 years they would not (i) purchase any shares of common stock of the Company (“Common Stock”), (ii) take any insurgent action against the Company, engage in any type of proxy challenge, tender offer, acquisition or battle for corporate control with respect to the Company, (iii) initiate any lawsuit or governmental proceeding against the Company, its affiliates or any of their respective directors, officers, employees or agents, or (iv) take any action that would encourage any of the foregoing.

	In addition, under the Reimbursement Agreement, each of the Company and St. George agreed to reimburse STEP in the amount of $225,409 (for a total of $450,819) for expenses incurred by STEP, Galloway and their affiliates in connection with the proxy contest for the election of directors to the Company’s Board of Directors (the “Board”) in 2010. St. George paid $225,409 in cash on June 27, 2011. The payment of $225,409 by the Company is payable from the proceeds of the sale of artwork owned by the Company. However, the Company’s payment obligation will be due and payable upon the occurrence of the earlier of (i) the Company’s receipt of at least $225,409 from an escrow held in the State of Tennessee, (ii) a refinancing of the Company’s credit facility with Fifth Third Bank dated March 31, 2009, as amended June 30, 2011, or (iii) June 12, 2012. The Company was unable to make the required payments at that time.

	In connection with the Reimbursement Agreement, Galloway resigned from the Board, on June 23, 2011.

	In addition, in connection with the Reimbursement Agreement, on June 24, 2011, St. George purchased 774,151 shares of the Common Stock owned by STEP, Galloway and their affiliates at a price of $0.20112 per share for a total purchase price of $155,697 (the “Stock Purchase”). Finally, pursuant to the Waiver Agreement dated June 23, 2011, between St. George, the Company, STEP, Galloway and others, STEP, Galloway and their affiliates agreed to sell in the open market within 30 days all of their shares of the Company’s common stock that were not purchased by St. George. After this 30-day period, STEP, its principals and affiliates, including Galloway, will own no Common Stock and are prohibited from owning Common Stock for 20 years in the future.

	On November 14, 2012, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with various parties (collectively, the “Parties”), including Strategic Turnaround Equity Partners, L.P. (Cayman), a Cayman Islands limited partnership (“STEP”), Bruce R. Galloway (“Galloway”), St. George Investments, LLC, an Illinois limited liability company (“St. George”), John M. Fife (“Fife”), and several of their respective affiliates. St. George is controlled by Mr. John M. Fife, who is the Company’s Chairman, CEO and President. Under the Settlement Agreement, the Company paid $125,410 to STEP on November 14, 2012. The Company also agreed to assign to STEP the rights to the sale proceeds of certain artwork with a value of $58,500, of which the first installment and second installment totaling $22,500 were paid on November 14, 2012. The Company also assigned to STEP the right to receive an aggregate amount of up to $41,500 in net proceeds from the sale of certain other artwork or from the release of money from an escrow account maintained with the State of Tennessee, whichever occurs first. In exchange for these payments and assignments, which total $225,410, STEP, Galloway and their affiliates have released UAHC from making the $225,410 payment required under the Reimbursement Agreement. See Note 16 for additional discussion.

	Standstill Agreement

	On March 19, 2010, the Company and St. George Investments, LLC (“St. George”), which on that date was a 23.13% owner of the Company, entered into a Voting and Standstill Agreement (the “Standstill Agreement”). See Note 13 for additional information on the Standstill Agreement.

	Management Services Agreement

	The Company incurred expenses of approximately $52,000 and $49,000 for the three months ended March 31, 2014 and 2013 respectively related to Wacker Services, Inc. an affiliate Company, for consulting services and reimbursements for consulting, rent, and utilities of shared office space.

COMMITMENT_CONTINGENCIES

COMMITMENT & CONTINGENCIES	3 Months Ended
COMMITMENT & CONTINGENCIES	Mar. 31, 2014
COMMITMENT & CONTINGENCIES [Abstract]	'
COMMITMENT & CONTINGENCIES	'
	NOTE 13 – COMMITMENT & CONTINGENCIES

	Standstill Agreement

	On March 19, 2010, the Company and St. George Investments, LLC (“St. George”), which on that date was a 23.13% owner of the Company, entered into a Voting and Standstill Agreement (the “Standstill Agreement”). See Note 16 for additional discussion of the Standstill Agreement.

	On January 10, 2013, the Company entered into a Fourth Amendment to Voting and Standstill Agreement (the "Fourth Amendment") with St. George and The Dove Foundation.

	The Fourth Amendment further amends the Standstill Agreement dated March 19, 2010, between the Company and St. George, which was previously amended by (i) the Amendment to Voting and Standstill Agreement dated June 7, 2010, (ii) the Agreement to Join the Voting and Standstill Agreement by Dove dated June 7, 2010, (iii) the Acknowledgment and Waiver of Certain Provisions of the Voting and Standstill Agreement dated June 18, 2010, (iv) the Second Amendment to Voting and Standstill Agreement dated November 3, 2011, and (v) the Third Amendment to Voting and Standstill Agreement dated May 15, 2012 (as so amended, the "Voting and Standstill Agreement").

	In connection with the Fourth Amendment, St. George and Dove have agreed to forbear on exercising their rights to cause the Company to purchase their respective shares of the Company's common stock, and the Company has agreed to postpone the "Put Commencement Date" (as defined in the Voting and Standstill Agreement) until October 1, 2013. As a result, the "Put Exercise Period" (as defined in the Voting and Standstill Agreement) was to end on March 30, 2014.

	On October 9, 2013, the Company entered into a Fifth Amendment to the Voting and Standstill Agreement (the "Fifth Amendment") with St. George and Dove. The Fifth Amendment further amends the Standstill Agreement dated June 7, 2010, (ii) the Agreement to Join the Voting and Standstill Agreement by Dove dated June 7, 2010, (iii) the Acknowledgment and Waiver of Certain Provisions of the Voting and Standstill Agreement dated June 18, 2010, (iv) the Second Amendment to Voting and Standstill Agreement dated November 3, 2011, (v) the Third Amendment to Voting and Standstill Agreement dated May 15, 2012, and (vi) the Fourth Amendment to Voting and Standstill Agreement dated January 10, 2013 (as so amended, the “Voting and Standstill Agreement”).

	In connection with the Fifth Amendment, St. George and Dove have agreed to forbear on exercising their rights to cause the Company to purchase their respective shares of the Company’s common stock, and the Company has agreed to postpone the “Put Commencement Date” (as defined in the Voting and Standstill Agreement) until October 1, 2014. As a result, the “Put Exercise Period” (as defined in the Voting and Standstill Agreement) will end on March 30, 2015. In addition, the Fifth Amendment deletes certain provisions in the Voting and Standstill Agreement which have become inapplicable or obsolete, such as proxy and standstill provisions, call options, preferred stock calls and board observation rights, and it revises the definition of “Conversion Shares” therein to include share of the Company’s common stock issuable upon conversion of any security or instrument issued by the Company, including any promissory note.

	Litigation

	From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company except for the following:

	Aduro Laser

	As part of the 2004 purchase of Pulse Systems by Chicago Venture Partners, Grayson Beck and John Gill signed non-compete agreements for eight years ending on June 1, 2012 (California law governing). As part of the June 18, 2010 sale of Pulse Systems LLC to UAHC and the pre-payment of a portion of the preferred stock held by Pulse Corp; Grayson Beck and John Gill extended the 2004 non-compete by one year to 2013. Additionally, as part of the June 18, 2010 sale of the Pulse LLC membership interest to UAHC, (Michigan law governing), Vince Barletta, Demian Backs and Pulse Corp signed new five year non-compete agreements ending June 17, 2015.

	On July 29, 2013, Pulse filed a lawsuit against Aduro Laser (“Aduro”), Grayson Beck (“Beck”), Demian Backs (Back’s), and Vince Barletta and obtained a Temporary Restraining Order against misappropriation, transfer, or use of Pulse's confidential information. The Order also required a thorough evidence preservation process whereby Aduro's computer systems and Backs's and Beck's personal computers were forensically preserved and imaged.

	On August 19, 2013, UAHC filed a separate lawsuit against Backs and Barletta (signatories to the 2010 UAHC transaction) in Michigan federal court alleging breach of their contractual agreements to keep confidential information and to not compete for Pulse's customers.

RECENTLY_ENACTED_ACCOUNTING_PR

RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS	3 Months Ended
RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS	Mar. 31, 2014
RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS [Abstract]	'
RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS	'
	NOTE 14 – RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

	From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

UNAUDITED_SEGMENT_FINANCIAL_IN

UNAUDITED SEGMENT FINANCIAL INFORMATION	3 Months Ended
UNAUDITED SEGMENT FINANCIAL INFORMATION	Mar. 31, 2014
UNAUDITED SEGMENT FINANCIAL INFORMATION [Abstract]	'
UNAUDITED SEGMENT FINANCIAL INFORMATION	'
	NOTE 15 – UNAUDITED SEGMENT FINANCIAL INFORMATION

	Summarized financial information for the Company’s principal operations, for the three months March 31, 2014 and 2013 and as of March 31, 2014 and December 31, 2013, is as follows (in thousands):

	Three Months Ended		Management			Contract			Corporate &			Consolidated
	31-Mar-14		Companies (1)			Manufacturing			Eliminations			Company
						Services (2)
	Revenue – external customers		$	−		$	1,630		$	−		$	1,630
	Revenue – intersegment			−			−			−			−
	Total revenue		$	−		$	1,630		$	−		$	1,630
	Loss from continuing operations, before income taxes		$	(137	)	$	(309	)	$	−		$	(446	)
	As of March 31, 2014
	Segment assets		$	9,794		$	14,705		$	(9,542	)	$	14,957

	Three Months Ended		Management			Contract			Corporate &			Consolidated
	31-Mar-13		Companies (1)			Manufacturing			Eliminations			Company
						Services (2)
	Revenue – external customers		$	−		$	6,059		$	−		$	6,059
	Revenue – intersegment			−			−			−
	Total revenue		$	−		$	6,059		$	−		$	6,059
	Earnings (loss) from continuing operations, before income taxes		$	(589	)	$	883		$	−		$	294
	As of December 31, 2013
	Segment assets		$	10,187		$	14,944		$	(9,936	)	$	15,195

		1)	Management Companies: United American Healthcare Corporation and United American of Tennessee, Inc.
		2)	Pulse Systems: Provider of Contract Manufacturing Services to the medical device industry

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2014
SUBSEQUENT EVENTS [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 16 – SUBSEQUENT EVENTS

	The Company has performed a review of events subsequent to the balance sheet date.

	On April 21, 2014, UHY Advisors MI Inc. and UHY LLP ("UHY") filed a complaint against the Company for alleged breach of contract. UHY is seeking damages of approximately $102,000 from the company.

	In April of 2014, following notice of default of financial covenants, Fifth Third Bank demanded a pay down on the outstanding balances of the Term loan and the Revolving loan which in May of 2014 had outstanding balances of $733,333 and $420,000, respectively. Fifth Third Bank has agreed to allow the Company to make the following payments: (i) $233,333 payment on the Term loan to be made by May 15, 2014, (ii) an approximately $500,000 payment to extinguish the remaining balance of the Term loan on or before July 31, 2014, and (iii) a payment on the Revolving loan (not to exceed $500,000) on or before July 31, 2014. The initial Term loan payment of $233,333 was made on May 14, 2014, and the Bank is preparing an additional amendment to the Loan Agreement to cover the default and the liquidation of all borrowings on or before July 31, 2014. The Company is currently evaluating sources of funds for the July payments.

	The Reimbursement Agreement calls for a payment of $41,500 from either sale of artwork or from release of money from an escrow account maintained with the State of Tennessee, whichever to occur first. On May 14, 2014, a check in the amount of $246,265 was received from the State of Tennessee of which$235,000 was transferred to Pulse Systems LLC as a capital contribution to fund the required May 15, 2014 payment of $233,333 due on the defaulted Term loan. As such, the Company did not have any available funds to meet its obligations under the reimbursement agreement.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]	'
Goodwill	'
Goodwill	a.	Goodwill. Goodwill resulting from business acquisitions is carried at cost. The carrying amount of goodwill is tested for impairment at least annually at the reporting unit level, as defined, and will only be reduced if it is found to be impaired or is associated with assets sold or otherwise disposed of. There was no goodwill impairment charges recorded during the three months ended March 31, 2014 or 2013.
Inventories	'
	b.	Inventories. Inventories are valued at the lower of cost, on a first-in, first-out method, or market. Work in process and finished goods include materials, labor and allocated overhead.

	Inventories consist of the following at March 31, 2014 and December 31, 2013, (in thousands):

			March 31,			December 31,
			2014			2013
	Raw materials		$	271			286
	Work in process			256			319
	Finished goods			36			42
	Inventories		$	563			647
Other Intangibles	'
	c.	Other Intangibles. Intangibles assets are amortized over their estimated useful lives using the straight-line method. The following is a summary of intangible assets subject to amortization as of March 31, 2014 and December 31, 2013, including the retroactive adjustments for final valuation of such intangible assets (in thousands):

			March 31,			December 31,
			2014			2013
	Customer list		$	2,927			2,927
	Less: accumulated amortization			(1,622	)		(1,514	)
	Other intangible assets, net		$	1,305			1,413

	Amortization expense was $0.1 million for the three months ended March 31, 2014 and 2013, respectively.
Fair Value Measurements	'
	d.	Fair Value Measurements. To prioritize the inputs the Company uses in measuring fair value, the Company applies a three-tier fair value hierarchy. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, reflects management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Determining which hierarchical level an asset or liability falls within requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of March 31, 2014 and December 31, 2013:
	31-Mar-14		Fair Value Measurements
			Level 1			Level 2			Level 3		Total
	Liabilities
	Put obligation on common stock		$	-		$	5,694		$	-	$	5,694

	31-Dec-13		Fair Value Measurements
			Level 1			Level 2			Level 3		Total
	Liabilities
	Put obligation on common stock		$	-		$	5,694		$	-	$	5,694

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Mar. 31, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]	'
Schedule of inventories	'
	Inventories consist of the following at March 31, 2014 and December 31, 2013, (in thousands):

		March 31,			December 31,
		2014			2013
	Raw materials	$	271			286
	Work in process		256			319
	Finished goods		36			42
	Inventories	$	563			647
Summary of intangible assets subject to amortization	'
	The following is a summary of intangible assets subject to amortization as of March 31, 2014 and December 31, 2013, including the retroactive adjustments for final valuation of such intangible assets (in thousands):

		March 31,			December 31,
		2014			2013
	Customer list	$	2,927			2,927
	Less: accumulated amortization		(1,622	)		(1,514	)
	Other intangible assets, net	$	1,305			1,413
Financial instruments measured at fair value on a recurring basis	'
	The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of March 31, 2014 and December 31, 2013:
	31-Mar-14	Fair Value Measurements
		Level 1			Level 2			Level 3		Total
	Liabilities
	Put obligation on common stock	$	-		$	5,694		$	-	$	5,694

	31-Dec-13	Fair Value Measurements
		Level 1			Level 2			Level 3		Total
	Liabilities
	Put obligation on common stock	$	-		$	5,694		$	-	$	5,694

DISCONTINUED_OPERATIONS_Tables

DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	Mar. 31, 2014
DISCONTINUED OPERATIONS [Abstract]	'
Summary of revenues and income from discontinued operations	'
	A summary of revenues and income from discontinued operations were as follows (in thousands):

		For the Three Months Ended
		March 31,
		2014		2013
	Revenues	$	¾	$	¾
	Income from discontinued operations, before income taxes		11		17

NOTES_PAYABLE_Tables

NOTES PAYABLE (Tables)	3 Months Ended
NOTES PAYABLE (Tables)	Mar. 31, 2014
NOTES PAYABLE [Abstract]	'
Long-term borrowings	'
	The Company’s long-term borrowings consist of the following at March 31, 2014, and December 31, 2013, respectively (in thousands):

		March 31,			December 31,
		2014			2013
	Notes payable to bank	$	733		$	900
	Notes payable to related party		1,567			1,567
	Revolving loan		413			250
	Total debt		2,713			2,717
	Less: current portion		(733	)		(1,150	)
	Total long-term debt	$	1,980		$	1,567

UNAUDITED_SEGMENT_FINANCIAL_IN1

UNAUDITED SEGMENT FINANCIAL INFORMATION (Tables)	3 Months Ended
UNAUDITED SEGMENT FINANCIAL INFORMATION (Tables)	Mar. 31, 2014
UNAUDITED SEGMENT FINANCIAL INFORMATION [Abstract]	'
Summarized financial information of the entity's continuing operations	'
	Summarized financial information for the Company’s principal operations, for the three months March 31, 2014 and 2013 and as of March 31, 2014 and December 31, 2013, is as follows (in thousands):

	Three Months Ended		Management			Contract			Corporate &			Consolidated
	31-Mar-14		Companies (1)			Manufacturing			Eliminations			Company
						Services (2)
	Revenue – external customers		$	−		$	1,630		$	−		$	1,630
	Revenue – intersegment			−			−			−			−
	Total revenue		$	−		$	1,630		$	−		$	1,630
	Loss from continuing operations, before income taxes		$	(137	)	$	(309	)	$	−		$	(446	)
	As of March 31, 2014
	Segment assets		$	9,794		$	14,705		$	(9,542	)	$	14,957

	Three Months Ended		Management			Contract			Corporate &			Consolidated
	31-Mar-13		Companies (1)			Manufacturing			Eliminations			Company
						Services (2)
	Revenue – external customers		$	−		$	6,059		$	−		$	6,059
	Revenue – intersegment			−			−			−
	Total revenue		$	−		$	6,059		$	−		$	6,059
	Earnings (loss) from continuing operations, before income taxes		$	(589	)	$	883		$	−		$	294
	As of December 31, 2013
	Segment assets		$	10,187		$	14,944		$	(9,936	)	$	15,195

		1)	Management Companies: United American Healthcare Corporation and United American of Tennessee, Inc.
		2)	Pulse Systems: Provider of Contract Manufacturing Services to the medical device industry

SUMMARY_OF_SIGNIFICANT_ACCOUNT3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Goodwill [Abstract]	'	'	'
Goodwill impairment	$0	$0	'
Inventories [Abstract]	'	'	'
Raw materials	271,000	'	286,000
Work in process	256,000	'	319,000
Finished goods	36,000	'	42,000
Inventories	563,000	'	647,000
Other Intangibles [Abstract]	'	'	'
Customer list	2,927,000	'	2,927,000
Less: accumulated amortization	-1,622,000	'	-1,514,000
Other intangible assets, net	1,305,000	'	1,413,000
Amortization expense	100,000	100,000	'
Put option on common stock [Member] \| Recurring [Member]	'	'	'
Liabilities:	'	'	'
Derivative financial instrument	5,694,000	'	5,694,000
Put option on common stock [Member] \| Level 1 [Member] \| Recurring [Member]	'	'	'
Liabilities:	'	'	'
Derivative financial instrument	0	'	0
Put option on common stock [Member] \| Level 2 [Member] \| Recurring [Member]	'	'	'
Liabilities:	'	'	'
Derivative financial instrument	5,694,000	'	5,694,000
Put option on common stock [Member] \| Level 3 [Member] \| Recurring [Member]	'	'	'
Liabilities:	'	'	'
Derivative financial instrument	$0	'	$0

ACQUISITION_Details

ACQUISITION (Details) (USD $)	0 Months Ended		12 Months Ended
ACQUISITION (Details) (USD $)	Jul. 12, 2010	Jun. 18, 2010	Jun. 30, 2010	Jun. 18, 2010
Business Acquisition [Line Items]	'	'	'	'
UAHC common stock (in shares)	'	1,608,039	'	'
UAHC common stock	$884,000	$1,600,000	$1,050,000	'
Redemption of preferred stock under business acquisition	'	1,750,000	'	1,750,000
Remaining preferred units redemption period (in years)	'	'2 years	'	'
Payment on outstanding term loan	'	'	'	750,000
Pulse [Member]	'	'	'	'
Business Acquisition [Line Items]	'	'	'	'
Percentage of common units and warrants purchase of Pulse (in hundredths)	'	100.00%	'	100.00%
Total Consideration	'	9,460,000	'	'
Cash paid at closing	'	3,400,000	'	'
Note payable	'	1,750,000	'	1,750,000
Obligation for estimated purchase price adjustment	'	210,364	'	210,364
Funding obligations	'	2,500,000	'	2,500,000
Term loan assumed	'	4,250,000	'	4,250,000
Redemption amount of preferred unit	'	3,990,000	'	3,990,000
Total funding for remaining redemption payments	'	$2,240,000	'	$2,240,000

DISCONTINUED_OPERATIONS_Detail

DISCONTINUED OPERATIONS (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Summary of revenues and income loss from discontinued operations [Abstract]	'	'
Revenues	$0	$0
Income from discontinued operations, before income taxes	$11	$17

NOTES_PAYABLE_Details

NOTES PAYABLE (Details) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Apr. 30, 2014

Mar. 31, 2014

Dec. 31, 2013

Apr. 30, 2014

Jun. 25, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Sep. 28, 2011

Mar. 31, 2014

Dec. 09, 2011

Feb. 09, 2012

16-May-12

Jun. 25, 2013

Aug. 14, 2012

Oct. 10, 2012

Jun. 25, 2013

Oct. 10, 2013

Revolving loan [Member]

Term Loan [Member]

Fifth Promissory Note [Member]

Revolving loan [Member]

Notes Payable to Banks [Member]

Notes Payable to Related Party [Member]

Promissory Note [Member]

Fifth Third Bank [Member]

St. George [Member]

Second Promissory Note [Member]

Third Promissory Note [Member]

Fourth Promissory Note [Member]

Fifth Promissory Note [Member]

Sixth Promissory Note [Member]

Seventh Promissory Note [Member]

Subsequent Event [Member]

St. George [Member]

Dove Foundation [Member]

St. George [Member]

Long-term borrowings [Abstract]

Total debt

$2,713,000

$2,717,000

$413,000

$250,000

$733,000

$900,000

$1,567,000

Less: current portion

-733,000

-1,150,000

Total long-term debt

1,980,000

1,567,000

Outstanding balance paid

24,208.80

3,782.63

Principal amount of loan

400,000

1,545,000

300,000

350,000

75,000

370,000

50,000

Interest rate on convertible note (in hundredths)

10.00%

Initial conversion price (in dollars per share)

$0.04

$0.02

$0.01

$0.00

$0.10

Conversion price (in dollars per share)

$0.00

Stock issued upon conversion of convertible notes (in shares)

357,638,880

5,600,000

875,000

Interest expense

38,000

39,000

Date of Maturity

31-Dec-14

31-Dec-15

Accrued interest

Line of Credit Facility [Line Items]

Maximum borrowing capacity

500,000

900,000

Amount outstanding

400,000

300,000

420,000

700,000

900,000

733,333

Date of Maturity

31-Jan-15

Description of variable rate basis

'LIBOR plus 3.75%

'LIBOR plus 4.00%

Basis spread on variable rate (in hundredths)

3.75%

4.00%

Quarterly principal payment

$167,667

Effective interest rate (in hundredths)

4.19%

Fixed Charge Coverage Ratio

1.25

Funded Debt Ratio

1.25

REDEEMABLE_PREFERRED_MEMBER_UN1

REDEEMABLE PREFERRED MEMBER UNITS (Details) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended
REDEEMABLE PREFERRED MEMBER UNITS (Details) (USD $)	Jun. 18, 2010	Mar. 31, 2014	Jun. 30, 2010	Dec. 31, 2013	Mar. 31, 2013
REDEEMABLE PREFERRED MEMBER UNITS [Abstract]	'	'	'	'	'
Date of redemption agreement	18-Jun-10	'	'	'	'
Aggregate redemption amount	$3,990,000	'	'	'	'
Accrued return on preferred units	830,000	'	'	'	'
Rate of dividend on preferred units (in hundredths)	'	'	14.00%	'	'
Increase in redemption price	'	'	830,000	'	'
Percentage of return on unredeemed units (in hundredths)	'	'	14.00%	'	'
Redemption period of preferred units (in years)	'2 years	'	'	'	'
Cash payment at closing	1,750,000	'	'	'	'
Value of redeemable preferred member units	'	3,100,000	'	2,900,000	'
Interest rate used (in hundredths)	'	12.00%	'	'	'
Impact of default on redemption agreement	'	$84,000	'	'	$84,000

SHARE_BASED_COMPENSATION_Detai

SHARE BASED COMPENSATION (Details) (USD $)	3 Months Ended
SHARE BASED COMPENSATION (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
SHARED BASED COMPENSATION [Abstract]	'	'
Share-based compensation expense	$0	$0

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details) (USD $)

0 Months Ended

12 Months Ended

0 Months Ended

3 Months Ended

1 Months Ended

0 Months Ended

Nov. 14, 2012

Jun. 30, 2011

Jun. 27, 2011

Jun. 24, 2011

19-May-10

Sep. 28, 2011

Dec. 09, 2011

Feb. 09, 2012

16-May-12

Jun. 25, 2013

Aug. 14, 2012

Oct. 10, 2012

Oct. 10, 2013

Mar. 31, 2014

Mar. 31, 2013

Jun. 30, 2011

Nov. 14, 2012

Jun. 25, 2013

St. George [Member]

Wacker Services, Inc. [Member]

STEP [Member]

Settlement parties [Member]

Dove Foundation [Member]

Promissory Note [Member]

Second Promissory Note [Member]

Third Promissory Note [Member]

Fourth Promissory Note [Member]

Fifth Promissory Note [Member]

Sixth Promissory Note [Member]

Seventh Promissory Note [Member]

First and second installments [Member]

Convertible Note [Abstract]

Promissory note amount

$400,000

$300,000

$350,000

$75,000

$370,000

$50,000

Shares issued (in shares)

5,600,000

875,000

Price per share (in dollars per share)

$0.00

Outstanding balance paid

24,208.80

3,782.63

Reimbursement Agreement [Abstract]

Payments made in connection with settlement of litigation

225,410

5,000

Total payments made in connection with settlement of litigation

10,000

125,410

22,500

Value of artwork assigned in settlement

58,500

Proceeds from the sale of artwork

41,500

Number of years the conditions are to be complied

'20 years

Reimbursement in respect of proxy contest for election of directors

225,409

Aggregate amount of reimbursement in respect of proxy contest for election

450,819

Payment made in connection with proxy contest

225,409

Due to affiliate in connection with proxy contest

225,409

Minimum receipt from escrow held in State of Tennessee

225,409

Common stock purchased from other affiliates (in shares)

774,151

Price of common stock (in dollars per share)

$0.20

Total purchase price of stock

155,697

Period within which entity's common stock is sold in open market (in days)

'30 days

Period of restriction to purchase of stock

'20 years

Standstill Agreement [Abstract]

Ownership percentage (in hundredths)

23.13%

Management Services Agreement [Abstract]

Consulting services and reimbursements for rent, insurance and utilities

$52,000

$49,000

COMMITMENT_CONTINGENCIES_Detai

COMMITMENT & CONTINGENCIES (Details) (St. George [Member])	Mar. 19, 2010
St. George [Member]	'
Loss Contingencies [Line Items]	'
Percentage of beneficial ownership (in hundredths)	23.13%

UNAUDITED_SEGMENT_FINANCIAL_IN2

UNAUDITED SEGMENT FINANCIAL INFORMATION (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013		Dec. 31, 2013
Segment Reporting Information [Line Items]	'		'		'
Revenue	$1,630		$6,059		'
Earnings (loss) from continuing operations, before income taxes	-446		294		'
Segment assets	14,957		'		15,195
Management Companies [Member]	'		'		'
Segment Reporting Information [Line Items]	'		'		'
Revenue	0	[1]	0	[1]	'
Contract Manufacturing Services [Member]	'		'		'
Segment Reporting Information [Line Items]	'		'		'
Revenue	1,630	[2]	6,059	[2]	'
Operating Segments [Member] \| Management Companies [Member]	'		'		'
Segment Reporting Information [Line Items]	'		'		'
Revenue	0	[1]	0	[1]	'
Earnings (loss) from continuing operations, before income taxes	-137	[1]	-589	[1]	'
Segment assets	9,794	[1]	'		10,187	[1]
Operating Segments [Member] \| Contract Manufacturing Services [Member]	'		'		'
Segment Reporting Information [Line Items]	'		'		'
Revenue	1,630	[2]	6,059	[2]	'
Earnings (loss) from continuing operations, before income taxes	-309	[2]	883	[2]	'
Segment assets	14,705	[2]	'		14,944	[2]
Corporate and Eliminations [Member]	'		'		'
Segment Reporting Information [Line Items]	'		'		'
Revenue	0		0		'
Earnings (loss) from continuing operations, before income taxes	0		0		'
Segment assets	-9,542		'		-9,936
Corporate and Eliminations [Member] \| Management Companies [Member]	'		'		'
Segment Reporting Information [Line Items]	'		'		'
Revenue	0	[1]	0	[1]	'
Corporate and Eliminations [Member] \| Contract Manufacturing Services [Member]	'		'		'
Segment Reporting Information [Line Items]	'		'		'
Revenue	$0	[2]	$0	[2]	'

[1]	Management Companies: United American Healthcare Corporation, United American of Tennessee, Inc.
[2]	Pulse Systems: Provider of Contract Manufacturing Services to the medical device industry.

SUBSEQUENT_EVENTS_Details

SUBSEQUENT EVENTS (Details) (USD $)

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Apr. 21, 2014

14-May-14

Apr. 21, 2014

14-May-14

Mar. 31, 2014

Jul. 31, 2014

Apr. 30, 2014

Jul. 31, 2014

15-May-14

Apr. 30, 2014

Fifth Third Bank [Member]

Subsequent Event [Member]

Revolving loan [Member]

Term Loan [Member]

State of Tennessee [Member]

UHY [Member]

Pulse System LLC [Member]

Settlement parties [Member]

Fifth Third Bank [Member]

Revolving loan [Member]

Term Loan [Member]

Subsequent Event [Line Items]

Damages from breach of contract

$102,000

Financial instruments outstanding amount

400,000

300,000

700,000

900,000

420,000

733,333

Financial instruments, payments term

'(i) $233,333 payment on the Term loan to be made by May 15, 2014, (ii) an approximately $500,000 payment to extinguish the remaining balance of the Term loan on or before July 31, 2014, and (iii) a payment on the Revolving loan (not to exceed $500,000) on or before July 31, 2014.

Financial instruments, periodic payment

500,000

233,333

Reimbursement agreement calls

41,500

Amount received against debt retirement

246,265

Fund requirement for capital contribution

$235,000