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)
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)
March 31, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
__________________________
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 90934C105 | 13D | |
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| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Turnaround Equity Partners, LP (Cayman) 98-0498777 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) X |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS * WC |
| | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 464,679 |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 0 |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER 464,679 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,679 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.71% (1) |
| 14 | TYPE OF REPORTING PERSON PN |
| (1) | On the basis of 8,137,903 shares of Common Stock reported by the Company to be issued and outstanding as of February 12, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February 16, 2010. |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 90934C105 | 13D | |
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| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Galloway Capital Management, LLC n/a |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) X |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS * N/A |
| | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 464,679 |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 0 |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER 464,679 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,679 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.71% (1) |
| 14 | TYPE OF REPORTING PERSON OO |
| (1) | On the basis of 8,137,903 shares of Common Stock reported by the Company to be issued and outstanding as of February 12, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February 16, 2010. |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 90934C105 | 13D | |
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| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gary L. Herman &# 160;N/A |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) X |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS * PF |
| | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES | 7 | SOLE VOTING POWER 5,400(1) |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 464,679 |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 5,400(1) |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER 464,679 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 470,079 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.78% (2) |
| 14 | TYPE OF REPORTING PERSON IN |
| | (1) | This includes 1,050 shares of Common Stock held by FBR, Inc., an entity which Mr. Herman has investment and voting discretion. |
| (2) | On the basis of 8,137,903 shares of Common Stock reported by the Company to be issued and outstanding as of February 12, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February 16, 2010. |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 90934C105 | 13D | |
| | | |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) X |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS * N/A |
| | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES | 7 | SOLE VOTING POWER 268,153(1) |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 464,679 |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 268,153(1) |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER 464,679 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 732,832 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.00% (2) |
| 14 | TYPE OF REPORTING PERSON IN |
| (1) | This includes 216,984 shares of common stock held by the Bruce Galloway, IRA, 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 2,930 shares held by RexonGalloway Capital Growth, LLC for which Mr. Galloway retains investment and voting discretion, and 12,692 shares of Common stock held by Jacombs Investments, Inc. for which Mr. Galloway retains investment and voting discretion. |
| (2) | On the basis of 8,137,903 shares of Common Stock reported by the Company to be issued and outstanding as of February 12, 2010 in the Company’s Form 10-Q filed with the Securities and Exchange Commission on February 16, 2010. |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following: On March 31, 2010 the Reporting Person filed a lawsuit in the United States District Court for the Eastern District of Michigan against the Issuer, Tom Goss, the Issuer’s Chairman, John Fife and related parties of John Fife. The action is entitled, Strategic Turnaround Equity Partners, LP (Cayman) v. John Fife, et al. (Case # cv-11305).
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Strategic Turnaround Equity Partners, LP (Cayman) is deemed to be the direct beneficial owner of 464,679 shares of Common Stock, which represents approximately 5.71% of the number of shares of Common Stock stated to be outstanding by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 16, 2010. Strategic Turnaround Equity Partners, LP (Cayman) has shared voting and disposition power with respect to all of such shares.
Galloway Capital Management, LLC is deemed to be the indirect beneficial owner of 464,679 shares of Common Stock which represents approximately 5.71% of the number of shares of Common Stock stated to be outstanding by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 16, 2010. Galloway Capital Management, LLC has shared voting and disposition power with respect to all of such shares.
Bruce Galloway is deemed to be the beneficial owner of 732,732 shares of Common Stock which represents approximately 9.00% of the number of shares of Common Stock stated to be outstanding by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 16, 2010 . Bruce Galloway is deemed to be the indirect beneficial owner of 464,679 shares of Common Stock owned directly by Strategic Turnaround Equity Partners, LP (Cayman), which he has shared voting and disposition power. Bruce Galloway has shared voting and disposition power with respect to such shares. In addition, Bruce Galloway has sole voting and disposition power with respect to 268,153 shares of Common Stock. Of the total 216,984 shares of common stock directly reported by Mr. Galloway, 20,775 shares of Common Stock are owned by Mr. Galloway’s son for which Mr. Galloway has the power to vote and dispose, 15,050 shares of Common Stock are owned by Mr. Galloway’s daughter for which Mr. Galloway has the power to vote and dispose, 29430 shares of Common Stock are held by RexonGalloway Capital Growth, LLC an investment company in which Mr. Galloway is a member and 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.
Gary Herman is deemed to be the beneficial owner of 469,979 shares of Common Stock which represents approximately 5.78% of the number of shares of Common Stock stated to be outstanding by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 16, 2010. Gary Herman is deemed to be the indirect beneficial owner of 464,679 shares of Common Stock owned directly by Strategic Turnaround Equity Partners, LP (Cayman), which he has shared voting and disposition power. Gary Herman has shared voting and disposition power with respect to such shares. In addition, Gary Herman has sole voting and disposition power with respect to 5,400 shares of Common Stock. Of the total of 5,400 shares of common stock directly reported by Mr. He rman, 4,350 shares are directly beneficially owned by Mr. Herman and 1,050 are held by FBR, Inc. of which Mr. Herman has investment and voting discretion.
Each of Galloway Capital Management, LLC, Bruce Galloway and Gary L. Herman disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Strategic Turnaround Equity Partners, LP (Cayman) (except for (i) the indirect interest of Galloway Capital Management LLC by virtue of being the general partner of Strategic Turnaround Equity Partners, LP (Cayman), (ii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being members of Galloway Capital Management, LLC, and (iii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being limited partners of Strategic Turnaround Equity Partners, LP (Cayman). Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway have shared power to direct the vote and shared power to direct the disposition of these shares o f Common Stock.
(c)
Other than as set forth in this Report, the Reporting Persons and the executive officers and directors listed in Item 2 have not effected any transactions in the shares of the Company’s equity securities within the past 60 days.
(d)
Not applicable.
(e)
Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibit:
Exhibit 99.1: Copy of the Complaint
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) | |
| | | | |
| By: | /s/ | |
| | | Name: Gary Herman | |
| | | Title: Managing Member of Galloway Capital Management LLC, the General Partner of Strategic Turnaround | |
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| | Galloway Capital Management, LLC | |
| | | | |
| By: | /s/ Bruce Galloway | |
| | | Name: Bruce Galloway | |
| | | Title: Managing Member | |
| | | | |
| | | | |
| By: | /s/ Gary Herman | |
| | | | |
| | | Gary Herman | |
| | | | |
| | | | |
| By: | /s/ Bruce Galloway | |
| | | | |
| | | Bruce Galloway | |
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
