1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
The Dove Foundation 37-6459117 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
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4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
USA | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
8 |
SHARED
VOTING POWER
| ||||
4,478,647 * | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4,478,647 * | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4,478,647 * | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
13.55 **%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
OO | |||||
Item 1. | Security and Issuer |
Item 1 is hereby amended and restated as follows:
The Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2010 (the “Initial 13D”), by the reporting person with respect to the Common Stock, par value $0.001 (the “Common Stock”), issued by United American Healthcare Corporation (the “Issuer”), as amended by Amendment No. 1 to the Initial 13D filed on July 9, 2013, is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein, but not otherwise defined, shall have the meanings ascribed to such Items in the Initial 13D. |
Item 2. | Identity and Background |
(a) | N/A |
(b) | N/A |
(c) | N/A |
(d) | N/A |
(e) | N/A |
(f) | N/A |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Item 3 is hereby amended to add the following:
The consideration for the 2,000,000 shares of Common Stock issued to the reporting person by the Issuer in the transaction dated October 24, 2014, and described in Item 4 is the reporting person’s conversion of $8,646.00 of the outstanding balance of that certain Unsecured Promissory Note in the principal amount of $50,000 made by the Issuer in favor of St. George Investments, LLC, an Illinois limited liability company (“St. George”), dated October 10, 2012 (the “Note”), which St. George assigned to the reporting person on May 31, 2013. St. George is an affiliate of John M. Fife, who is the Issuer’s Chairman, President and Chief Executive Officer. |
Item 4. |
Purpose
of Transaction
|
Item 4 is hereby amended to add the following:
On October 10, 2012, St. George loaned $50,000 to the Issuer on the terms set forth in the Note, which was furnished as Exhibit 1 to the Schedule 13D, Amendment No. 1 filed by the reporting person on July 9, 2013. On May 31, 2013, St. George assigned the Note as a gift to the reporting person, pursuant to that certain Contribution and Assignment Agreement dated May 31, 2013, between St. George and the reporting person. The Note is convertible in whole or part, at the election of its holder, upon the occurrence of an Event of Default (as defined in the Note), including any failure by Pulse Systems, LLC (“Pulse Systems”), a wholly owned subsidiary of the Issuer, to cure a breach, continuing for a period of more than 30 days, of that certain Loan and Security Agreement dated March 31, 2009, as amended (the “Loan Agreement”), between Pulse Systems and Fifth Third Bank, an Ohio banking corporation as successor by merger with Fifth Third Bank, a Michigan banking corporation (“Fifth Third”). The initial Loan Agreement and the First and Second Amendments thereto are attached as Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on June 24, 2010. The Third Amendment to the Loan Agreement is attached as Exhibit 4.7 to the Annual Report on Form 10-K filed by the Issuer on October 13, 2011. The Fourth Amendment to the Loan Agreement is attached as Exhibit 4.11 to the Amendment to the Current Report on Form 8-K/A filed by the Issuer on August 27, 2012. On May 29, 2013, Pulse Systems reported to Fifth Third that Pulse Systems had failed to meet a financial covenant against capital expenditures in excess of $200,000 for the period between July 1, 2012, through June 20, 2013, and that such failure had continued for more than 30 days, as disclosed in the Current Report on Form 8-K filed by the Issuer on June 12, 2013. Pulse System’s failure to cure its breach, continuing for a period of more than 30 days, of the Loan Agreement thus constituted an Event of Default under the Note. The conversion price for a conversion of the Note upon an Event of Default is $0.004323 per share, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 19, 2012. On June 25, 2013, the reporting person elected to convert $3,782.625 of the outstanding balance of the Note at the conversion price of $0.004323 per share, whereupon the Issuer issued 875,000 shares of Common Stock to the reporting person, as disclosed in the Schedule 13D, Amendment No. 1 filed by the reporting person on July 9, 2013. On October 24, 2014, the reporting person elected to convert $8,646.00 of the outstanding balance of the Note at the conversion price of $0.004323 per share, whereupon the Issuer issued 2,000,000 shares of Common Stock to the reporting person, as disclosed in this Schedule 13D, Amendment No. 2. |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The reporting person may be deemed to beneficially own the number of shares of Common Stock set forth on the cover page of this Schedule 13, Amendment No. 2. For further details, see the footnotes to the cover page. |
(b) | The reporting person has sole voting power and sole dispositive power with regard to the number of shares of Common Stock set forth on the cover page of this Schedule 13, Amendment No. 2. |
(c) |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
October 28, 2014 | 2,000,000 | .004323 |
(d) |
(e) |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
On October 27, 2014, the reporting person entered into a Sixth Amendment to Voting and Standstill Agreement (the “Sixth Amendment”) with the Issuer and St. George.
The Sixth Amendment further amends the Voting and 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 the reporting person 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; (vi) the Fourth Amendment to Voting and Standstill Agreement dated January 10, 2013; and (vii) the Fifth Amendment to the Voting and Standstill Agreement dated October 9, 2013 (as so amended, the “Voting and Standstill Agreement”). In connection with the Sixth Amendment, St. George and the reporting person 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 April 1, 2015. As a result, the “Put Exercise Period” (as defined in the Voting and Standstill Agreement) will commence on April 1, 2014, and end on September 30, 2015. A copy of the Sixth Amendment is furnished as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on October 28, 2014. |
Item 7. |
Material
to Be Filed as Exhibits
|
The Dove Foundation | |||
October 29, 2014 | By: |
/s/
James M. Delahunt | |
Trustee | |||