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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ________ to ________
 Commission file number: 001-11638
 UNITED AMERICAN HEALTHCARE CORPORATION
  Michigan
    
    38-2526913(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 300 River Place, Suite 4950
Detroit, Michigan 48207
  (313) 393-4571
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, no par value
    
    NASDAQ Capital Market
 None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer oAccelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting
company þ
 o þ
 The aggregate market value of the voting common stock of the registrant held by non-affiliates as
of December 31, 2008, computed by reference to the NASDAQ Capital Market closing price on such
date, was $10,789,125.
 The number of outstanding shares of registrants common stock as of September 21, 2009 was
8,137,903.




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##### 



I. UNITED AMERICAN HEALTHCARE CORPORATION
 FORM 10-K
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    9Item 1B.
    
    Unresolved Staff Comments
    
    
    20Item 2.
    
    Properties
    
    
    21Item 3.
    
    Legal Proceedings
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21PART IIItem 5.
    
    Market for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    22Item 6.
    
    Selected Financial Data
    
    
    23Item 7.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    24Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 8.
    
    Financial Statements and Supplementary Data
    
    
    32Item 9.
    
    Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    32Item 9A(T)
    
    Controls and Procedures
    
    
    33Item 9B.
    
    Other Information
    
    
    33PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Goverance
    
    
    34Item 11.
    
    Executive Compensation
    
    
    37Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    44Item 13.
    
    Certain Relationships and Related Transactions and Directors
Independence
    
    
    47Item 14.
    
    Principal Accountant Fees and Services
    
    
    49PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    50Financial Statements
    
    
    F-1EX-10.1EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2




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PART I
 
 ITEM 1. BUSINESS
 GENERAL
       1




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INDUSTRY
   2




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MANAGED CARE PRODUCTS AND SERVICES
  Fiscal Year Ended June 30,2009
    
    
    2008
    
    
    2007(in thousands, except percentages)RevenuesMedicaid
    
    $
    5,543
    
    
    
    33.3
    %
    
    $
    16,237
    
    
    
    60.5
    %
    
    $
    16,045
    
    
    
    94.6
    %Medicare
    
    
    11,116
    
    
    
    66.7
    %
    
    
    10,596
    
    
    
    39.5
    %
    
    
    921
    
    
    
    5.4
    %Total revenues
    
    $
    16,659
    
    
    
    100
    %
    
    $
    26,833
    
    
    
    100
    %
    
    $
    16,966
    
    
    
    100
    %
 MANAGED PLANS
    Managed Plans Owned by the Company
 Medicaid
  3




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Medicare
     4




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Dual-Eligible Beneficiaries.
 Bidding Process.
 5




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Annual Enrollment and Lock-in.
 The Medicare Improvements for Patients and Providers Act of 2008.
  6




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Managed Plan Previously Operated by the Company
  GOVERNMENT REGULATION
    COMPETITION
  7




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INSURANCE
  EMPLOYEES
   8




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ITEM 1A. RISK FACTORS
 You should carefully consider each of the risks and uncertainties described below and elsewhere in
this Annual Report on Form 10-K , as well as any amendments or updates reflected in subsequent
filings with the SEC. We believe these risks and uncertainties, individually or in the aggregate,
could cause our actual results to differ materially from expected and historical results and could
materially and adversely affect our business operations, results of operations, financial condition
and liquidity.
 Due to the expiration of the TennCare contract and the impending expiration of the Medicare
contract, our Board of Directors and management are engaging in a review of potential strategic
alternatives, including pursuing a joint venture or other strategic partnership, completing a
strategic acquisition or merger, or liquidating our assets. Our Board of Directors and management
may not be able to identify any suitable strategic alternative or any identified strategic
alternative or transaction may not be completed or successful.
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We have made significant personnel reductions in the last year. Our operational concerns and
weaker financial condition may make it harder to attract qualified employees in the future.
   We may be subject to further governmental regulation which would adversely affect our operations.
  10




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If our Board of Directors is unable to consummate a strategic alternative in a reasonable period of
time, at a reasonable price or otherwise, the Board of Directors may determine that the best
course of action is to commence an orderly winding up and liquidation of our operations over some
period of time that is not currently determinable.
   Our common stock has experienced, and may continue to experience, price volatility. The limited
trading volume of our common stock may contribute to this price volatility.
  We may be delisted from the NASDAQ Capital Market if we do not satisfy continued listing
requirements.
  11




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If our common stock were delisted from the NASDAQ Capital Market, you may find it difficult to
dispose of your shares.
  Reductions in funding for government healthcare programs could substantially reduce our revenues.
  12




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CMSs risk adjustment payment system and budget neutrality factors make our revenue and operating
results difficult to predict and could result in material retroactive adjustments to our results of
operations.
   If we are unable to estimate incurred but not reported medical benefits expense accurately, that
could affect our reported financial results.
  Our records may contain inaccurate information regarding the risk adjustment scores of our members,
which could cause us to overstate or understate our revenue.
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The competitive bidding process may adversely affect our revenues.
  We derive all of our Medicare revenues from our SNP operations, and legislative or regulatory
actions, economic conditions or other factors that adversely affect those operations could
materially reduce our revenues and increase our operating losses.
  Financial accounting for the Medicare Part D benefits is complex and requires difficult estimates
and assumptions.
  14




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If state regulators do not approve payments by our health plan to us, our business and growth
strategy could be materially impaired or we could be required to incur indebtedness to fund these
strategies.
  We are required to comply with laws governing the transmission, security and privacy of health
information that require significant compliance costs, and any failure to comply with these laws
could result in material criminal and civil penalties.
  Because our premiums are established by contract and cannot be modified during the contract term,
our revenues will likely be reduced if we are unable to manage our medical expenses effectively.
  15




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Competition in our Medicare Advantage service area may limit our ability to maintain or attract
members, which could adversely affect our results of operations.
  A disruption in our healthcare provider networks could have an adverse effect on our operations and
results of operations.
  We rely on the accuracy of lists provided by CMS regarding the eligibility of a person to
participate in our plan, and any inaccuracies in those lists could cause CMS to recoup premium
payments from us with respect to members who are not ours, which could reduce our revenue and
increase operating losses.
  16




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Outsourced service providers may make mistakes and subject us to financial loss or legal liability.
  Negative publicity regarding the managed healthcare industry generally or the Company in particular
could adversely affect our results of operations or business.
  
    
    requiring us to change our products and services;
    
    increasing the regulatory burdens under which we operate;
    
    adversely affecting our ability to market our products or services; or
    
    adversely affecting our ability to attract and retain members.
 We are dependent upon our executive officers, and the loss of any one or more of them and their
managed care expertise could adversely affect our business.
  Violation of the laws and regulations applicable to us could expose us to liability, reduce our
revenue, increase operating losses or otherwise adversely affect our operations and operating
results.
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
    
    loss of our right to participate in the Medicare program;
    
    loss of our license to act as an HMO or to otherwise provide a service;
    
    forfeiture or recoupment of amounts we have been paid pursuant to our contracts;
    
    imposition of significant civil or criminal penalties, fines or other sanctions
on us and our key employees;
    
    damage to our reputation in existing and potential markets;
    
    increased restrictions on marketing our products and services; and
    
    inability to obtain approval for future products and services, geographic
expansions or acquisitions.
 Claims relating to medical malpractice and other litigation could cause us to incur significant
expenses.
     18




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We may incur debt in the future.
  If we are unable or fail to properly maintain effective and secure management information systems,
successfully update or expand processing capability or develop new capabilities to meet our
business needs, that could result in operational disruptions and other adverse consequences.
   19




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  20




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ITEM 2. PROPERTIES
    
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  21




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\

PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
   2009 Sales Price
    
    2008 Sales PriceFiscal Quarter
    
    High
    
    Low
    
    High
    
    LowFirst
    
    $
    2.01
    
    
    $
    1.47
    
    
    $
    4.72
    
    
    $
    3.42Second
    
    $
    1.95
    
    
    $
    1.04
    
    
    $
    4.19
    
    
    $
    2.53Third
    
    $
    2.21
    
    
    $
    1.30
    
    
    $
    2.82
    
    
    $
    2.01Fourth
    
    $
    1.72
    
    
    $
    1.16
    
    
    $
    3.14
    
    
    $
    1.36
  Share Repurchase Program
  22




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ITEM 6. SELECTED FINANCIAL DATA
  2009
    
    2008
    
    2007
    
    2006
    
    2005(in thousands, except per share data)Operating Data (Year ended June 30):Operating revenues
    
    $
    16,659
    
    
    $
    26,833
    
    
    $
    16,966
    
    
    $
    16,989
    
    
    $
    20,939Earnings (loss) from
continuing operations
    
    
    (8,705
    )
    
    
    (4,042
    )
    
    
    (1,117
    )
    
    
    1,373
    
    
    
    5,474Loss from discontinued
operation, net of income
taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (129
    )Net income (loss)
    
    
    (8,705
    )
    
    
    (4,042
    )
    
    
    (1,117
    )
    
    
    1,373
    
    
    
    5,345Earnings (loss) per
common share from
continuing operations 
basic
    
    $
    (1.02
    )
    
    $
    (0.47
    )
    
    $
    (0.14
    )
    
    $
    0.18
    
    
    $
    0.74Net earnings (loss) per
common share  basic
    
    $
    (1.02
    )
    
    $
    (0.47
    )
    
    $
    (0.14
    )
    
    $
    0.18
    
    
    $
    0.72Net earnings (loss) per
common share  diluted
    
    $
    (1.02
    )
    
    $
    (0.47
    )
    
    $
    (0.14
    )
    
    $
    0.18
    
    
    $
    0.69Weighted average common
shares outstanding 
diluted
    
    
    8,532
    
    
    
    8,666
    
    
    
    8,103
    
    
    
    7,628
    
    
    
    7,674Balance Sheet Data (June 30):Cash, cash equivalents and
current marketable
securities
    
    $
    17,575
    
    
    $
    19,487
    
    
    $
    14,228
    
    
    $
    6,921
    
    
    $
    13,573Goodwill
    
    
    
    
    
    
    
    
    
    
    3,452
    
    
    
    3,452
    
    
    
    3,452Total assets
    
    
    22,238
    
    
    
    30,797
    
    
    
    33,768
    
    
    
    25,226
    
    
    
    24,235Medical claims and benefits
payable
    
    
    2,160
    
    
    
    2,563
    
    
    
    576
    
    
    
    156
    
    
    
    172Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shareholders equity
    
    
    15,155
    
    
    
    24,339
    
    
    
    27,641
    
    
    
    22,050
    
    
    
    20,483
 23




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following Managements Discussion and Analysis of Financial Condition and Results of Operations
and other sections of this report contains various forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or
beliefs concerning future events, including statements regarding future plans and strategy for our
business, earnings and the sufficiency of our cash balances and cash generated from operating,
investing, and financing activities for our future liquidity and capital resource needs. We caution
that although forward-looking statements reflect our good faith beliefs and reasonable judgment
based upon current information, these statements are qualified by important factors that could
cause actual results to differ materially from those in the forward-looking statements, because of
risks, uncertainties, and factors including, but not limited, to: the ongoing U.S. recession, the
termination of the TennCare contract, the wind down of the CMS
Medicare business, the review of strategic alternatives, the existing global credit and financial crisis
and other changes in general economic conditions, and adverse changes in the healthcare industry.
Other risks and uncertainties are detailed from time to time in reports filed with the SEC, and in
particular those set forth under Risk Factors in Part1 Item 1a. Given such uncertainties, you
should not place undue reliance on any such forward-looking statements. Except as required by law,
we may not update these forward-looking statements, even if new information becomes available in
the future.
 Overview
   24




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Review of Consolidated Results of Operations  2009 Compared to 2008
    25




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Review of Consolidated Results of Operations  2008 to 2007
     27




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28




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Liquidity and Capital Resources
     29




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Recently Enacted Pronouncements
   30




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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  32




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ITEM 9A(T). CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
    
 ITEM 9B. OTHER INFORMATION
  33




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    Position(s)
    
    Term EndingTom A. Goss
    
    63
    
    Non Executive Chairman and Director
    
    2009Richard M. Brown, D.O.
    
    74
    
    Director
    
    2010Darrel W. Francis
    
    56
    
    Director
    
    2009Bruce R. Galloway
    
    51
    
    Director
    
    2011Ronald E. Hall, Sr.
    
    66
    
    Director
    
    2010Stephen D. Harris
    
    37
    
    Director and Treasurer
    
    2010Emmet S. Moten, Jr.
    
    65
    
    Director
    
    2009William C. Brooks
    
    76
    
    President and Chief Executive OfficerAnita R. Davis
    
    38
    
    Chief Financial Officer
   34




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Former Directors and Executive Officers in Fiscal 2009
 Finance and Audit CommitteeFinancial Expert
   Code of Business Conduct and Ethics
  36




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Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
 DIRECTOR COMPENSATION
  Board/Committee meeting fees (cash):
    
    $
    1,000
    per meetingAnnual Chair fees (cash):Non Executive Chairman of the Board
    
    $
    29,000Finance and Audit Committee-Chair
    
    $
    6,000Compensation Committee-Chair
    
    $
    4,000Governance Committee-Chair
    
    $
    3,000Annual fees to all Non-Employee Board
Directors:Cash
    
    $
    18,000Stock (cash value)
    
    $
    18,000
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Director Compensation Table for Fiscal 2009
  Fees Earned orPaid in Cash
    
    
    Option Awards
    
    
    TotalName
    
    ($)
    
    
    ($)(1)
    
    
    ($)Tom A. Goss
    
    $
    89,000
    
    
    $
    50,250
    
    
    $
    139,250Richard M. Brown, D.O.
    
    
    54,000
    
    
    
    32,500
    
    
    
    86,500Darrel W. Francis
    
    
    70,000
    
    
    
    50,250
    
    
    
    120,250Bruce R. Galloway
    
    
    28,500
    
    
    
    7,756
    
    
    
    36,256Ronald E. Hall, Sr.
    
    
    62,000
    
    
    
    32,500
    
    
    
    94,500Emmet S. Moten, Jr.
    
    
    65,000
    
    
    
    50,250
    
    
    
    115,250Eddie R. Munson
    
    
    15,000
    
    
    
    
    
    
    
    15,000Total
    
    $
    383,500
    
    
    $
    223,506
    
    
    $
    607,006
 
 (1)
    
    All awards in this column relate to stock options granted under the Companys Amended and
Restated 1998 Stock Option Plan. The amounts reported reflect the expense recognized for
financial statement reporting purposes in fiscal 2009 in accordance with FAS 123(R) (although
estimates for forfeitures related to service-based conditions are disregarded), and therefore
include amounts from awards granted in and prior to fiscal 2009. Valuation assumptions used in
determining these amounts are included in Note 10 of the Companys audited consolidated
financial statements included herein.  Narrative Disclosure of Director Compensation Table
 th
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EXECUTIVE COMPENSATION TABLES
 Summary Compensation Table
  Option
    
    All OtherName and
    
    Fiscal
    
    Salary
    
    Bonus
    
    Awards
    
    Compensation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)William C. Brooks
    
    
    2009
    
    
    
    320,000
    
    
    
    
    
    
    
    26,700
    
    
    
    106,668
    
    
    
    453,368President and CEO
    
    
    2008
    
    
    
    320,000
    
    
    
    150,000
    
    
    
    27,500
    
    
    
    
    
    
    
    497,500Stephen D. Harris
    
    
    2009
    
    
    
    184,000
    
    
    
    
    
    
    
    32,500
    
    
    
    3,668
    
    
    
    220,168Treasurer and
    
    
    2008
    
    
    
    184,000
    
    
    
    90,000
    
    
    
    134,463
    
    
    
    4,400
    
    
    
    412,863Former Executive Vice President and CFOStephanie Dowell
    
    
    2009
    
    
    
    92,000
    
    
    
    
    
    
    
    23,144
    
    
    
    199,656
    
    
    
    314,800Former Vice President
    
    
    2008
    
    
    
    184,000
    
    
    
    80,000
    
    
    
    46,735
    
    
    
    4,400
    
    
    
    315,135of Company;
President
and CEO of UAHC
Health Plan of
Tennessee, Inc.
 
 (1)
    
    The amounts reported reflect the amounts recognized for financial statement reporting
purposes in the applicable year in accordance with FAS 123(R) (although estimates for
forfeitures related to service-based conditions are disregarded), and therefore may include
amounts from awards granted in and prior to the applicable year. All awards in this column
relate to options granted under the Amended and Restated 1998 Stock Option Plan. Valuation
assumptions used in determining the amortization amounts for fiscal 2009 are included in Note
10 of the Companys consolidated financial statements included herein. During fiscal 2009,
Ms. Dowell forfeited options to purchase 52,000 shares of common stock in connection with her
termination. Narrative Disclosure of Summary Compensation Table
  39




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Bonus.
 All Other Compensation.
   40




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Outstanding Equity Awards at June 30, 2009
  Number
    
    Numberof Securities
    
    of SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Exercise
    
    Option(#)
    
    (#)
    
    Price
    
    ExpirationName
    
    Grant Date
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    DateWilliam C. Brooks
    
    
    12/4/2003
    (1)
    
    
    37,500
    
    
    
    
    
    
    
    2.09
    
    
    
    12/4/20134/29/2004
    (2)
    
    
    90,000
    
    
    
    
    
    
    
    4.27
    
    
    
    4/29/201412/2/2004
    (3)
    
    
    2,834
    
    
    
    
    
    
    
    4.73
    
    
    
    12/2/201411/4/2005
    (4)
    
    
    15,000
    
    
    
    
    
    
    
    2.10
    
    
    
    11/4/20154/24/2006
    (5)
    
    
    15,000
    
    
    
    5,000
    
    
    
    2.95
    
    
    
    4/24/20163/11/2008
    (6)
    
    
    4,751
    
    
    
    14,249
    
    
    
    1.67
    
    
    
    3/11/2018Stephen D. Harris
    
    
    10/23/2002
    (7)
    
    
    25,000
    
    
    
    
    
    
    
    1.05
    
    
    
    10/23/201212/4/2003
    (8)
    
    
    15,000
    
    
    
    
    
    
    
    2.09
    
    
    
    12/4/20134/29/2004
    (9)
    
    
    30,000
    
    
    
    
    
    
    
    4.27
    
    
    
    4/29/201412/2/2004
    (3)
    
    
    2,834
    
    
    
    
    
    
    
    4.73
    
    
    
    12/2/20144/24/2006
    (5)
    
    
    15,000
    
    
    
    5,000
    
    
    
    2.95
    
    
    
    4/24/201611/3/2006
    (10)
    
    
    25,000
    
    
    
    
    
    
    
    6.05
    
    
    
    11/3/201611/7/2007
    (11)
    
    
    6,250
    
    
    
    8,750
    
    
    
    2.85
    
    
    
    11/7/20173/11/2008
    (6)
    
    
    4,751
    
    
    
    14,249
    
    
    
    1.67
    
    
    
    3/11/2018
 
 (1)
    
    Options for 15,000 shares vested on June 4, 2004 and options for 22,500 shares vested on
December 4, 2004.(2)
    
    Options for 22,500 shares vested on October 29, 2004 and then vested in six installments of
11,250 shares on the 29th of each January, April, July, and October thereafter to
and including April 29, 2006.(3)
    
    Vested on June 2, 2005.(4)
    
    Options for 2,500 shares vested on May 4, 2005 and then vested in ten installments of 1,250
shares on the 4th day of each August, November, February and May thereafter to and including
November 4, 2008.(5)
    
    Options for 2,500 shares vested on October 24, 2006 and then vest in 14 installments of 1,250
shares on the 24th day of each January, April, July and October thereafter to and including
April 24, 2010.(6)
    
    Options for 2,375 shares vested on September 11, 2008 and then vest in fourteen additional
installments of 1,188 shares each on the 11th day of each December, March, June and September
thereafter to and including March 11, 2012. 41




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##### Table of Contents



(7)
    
    Vested in four equal annual installments beginning on October 23, 2003.(8)
    
    Vested on June 4, 2004.(9)
    
    Options for 7,500 shares vested on October 29, 2004 and then vested in six installments of
3,750 shares on the 29th of each January, April, July and October thereafter to and
including April 29, 2006.(10)
    
    Vested in quarterly installments over one year.(11)
    
    Options for 5,000 shares vested on May 2, 2008 and then vest in ten additional installments
of 1,250 shares each on the 2nd of each February, May, August and November thereafter to and
including November 2, 2010. Certain Agreements Providing for Payments Due to Termination or Change-in-Control as of June 30,
2009
 Retention and Severance Agreements
   ,
  42




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##### Table of Contents



Amended and Restated 1998 Stock Option Plan
  43




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Equity Compensation Plans
  Number of securitiesremaining availablefor future issuanceNumber of securities
    
    
    
    
    
    under equityto be issued upon
    
    Weighted-average
    
    compensation plansexercise of
    
    exercise price of
    
    (excluding securitiesoutstanding options,
    
    outstanding options,
    
    reflected in columnPlan category
    
    warrants and rights
    
    warrants and rights
    
    (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders(1)
    
    
    977,333
    
    
    
    3.46
    
    
    
    239,792Equity compensation
plans not approved
by security holders(2)
    
    
    
    
    
    
    
    
    
    
    17,389Total
    
    
    977,333
    
    
    
    3.46
    
    
    
    257,181
 
 (1)
    
    Relates to the Amended and Restated 1998 Stock Option Plan.(2)
    
    Relates to the Employee Stock Purchase Plan. Security Ownership of Certain Beneficial Owners and Management
  44




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##### Table of Contents



Amount andNatureName (and Address)
    
    of Beneficial
    
    Percent ofof Beneficial Owner
    
    Ownership(1)
    
    ClassWilliam C. Brooks
    
    
    251,905
    
    
    
    3.0
    %Stephanie Dowell
    
    
    
    
    
    
    Tom A. Goss
    
    
    131,793
    
    
    
    1.6
    %Richard M. Brown, D.O.
    
    
    511,648
    (2)
    
    
    6.3
    %Darrel W. Francis
    
    
    71,988
    
    
    
    *Bruce R. Galloway
    
    
    737,280
    (3)
    
    
    9.1
    %Ronald E. Hall, Sr.
    
    
    120,443
    
    
    
    1.5
    %Stephen D. Harris
    
    
    147,037
    
    
    
    1.8
    %Emmet S. Moten, Jr.
    
    
    105,514
    
    
    
    1.3
    %Directors and Executive Officers as a group (9 persons)
    
    
    2,077,608
    
    
    
    25.5
    %WC Capital Management, LLC and related persons
    
    
    882,900
    (4)
    
    
    10.8
    %300 Drake Landing Boulevard
Suite 230
Greenbrae, CA 94904Lloyd I. Miller, III and related person
    
    
    785,756
    (5)
    
    
    9.7
    %4550 Gordon DriveNaples, FL 34102Strategic Turnaround Equity Partners, LP and related persons
    
    
    464,679
    (6)
    
    
    5.7
    %c/o Galloway Capital Management, LLC
720 Fifth Avenue, 10th Floor
New York, NY 10019
 
 *
    
    Less than 1%(1)
    
    Includes the following number of shares of common stock subject to options exercisable within
60 days of September 21, 2009: Mr. Brooks, 167,522; Ms. Dowell, 0; Mr. Goss, 68,771; Dr.
Brown, 90,021; Mr. Francis, 35,938; Mr. Galloway, 4,170; Mr. Hall, 90,021; Mr. Harris,
127,521; and Mr. Moten, 68,771.(2)
    
    Includes 364,858 shares held indirectly, as trustee of the Richard M. Brown, D.O. Revocable
Trust u/a/d 1/18/4.(3)
    
    Includes: 20,775 shares of common stock held in a trust for the benefit of Mr. Galloways son
(Mr. Galloway is trustee); 15,050 shares of common stock held in a trust for the benefit of
Mr. Galloways daughter (Mr. Galloway is trustee); 2,930 shares of common stock owned by
RexonGalloway Capital Growth, LLC, an investment company in which Mr. Galloway is a member;
and 12,692 shares of common stock owned by Jacombs Investments, Inc. See Footnote 6 below for
additional information on shares beneficially owned by Mr. Galloway. 45




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##### Table of Contents



(4)
    
    Based on Schedule 13G (Amendment No. 1) filed with the SEC on February 13, 2009 by WC
Capital Management, LLC, Aaron H. Braun and Willow Creek Capital Partners, L.P. WC Capital
Management, LLC is an investment adviser whose clients have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the shares. Mr.
Braun is the manager and controlling owner of WC Capital Management, LLC. No individual
clients holdings of such securities are more than five percent of the class, other than
Willow Creek Capital Partners, L.P. All persons have shared voting and dispositive power over
all of the shares.(5)
    
    Based on Schedule 13D (Amendment No. 3) filed with the SEC on September 17, 2009 by Lloyd
I. Miller, III. Includes 697,498 shares owned of record by Trust A-4, for which Mr. Miller
serves as investment advisor to PNC Bank , Ohio, N.A., the trustee of Trust A-4 (shared voting
and investment power). Also includes 40,823 shares owned of record by Milfam II, L.P.; Mr.
Miller is the manager of Milfam LLC, which is the general partner of Milfam II, L.P.(6)
    
    Based on Schedule 13D (Amendment No. 6) filed with the SEC on September 11, 2009 by
Strategic Turnaround Equity Partners, LP (Cayman), Galloway Capital Management, LLC, Bruce
Galloway, Gary Herman, Seth M. Lukash and Fred Zeidman.Strategic Turnaround Equity Partners, LP (Cayman) is deemed to be the direct beneficial owner
of 464,679 shares of common stock and 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 and has shared voting and disposition power with
respect to all of such shares. 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. See Footnote 3 for additional
shares beneficially owned by Mr. Galloway. Gary Herman is deemed to be the beneficial owner
of 469,979 shares of common stock, including the indirect beneficial ownership 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 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. Herman, 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. Seth M. Lukash and Fred Zeidman do not currently own any shares of common stock
directly. Each of Seth M. Lukash and Fred Zeidman, by virtue of his status as a director
nominee of Strategic Turnaround Equity Partners, LP (Cayman), may be deemed to beneficially
own the shares of common stock owned by Strategic Turnaround Equity Partners, LP (Cayman).
Neither Seth M. Lukash nor Fred Zeidman have voting and disposition power with respect to
such shares. Seth M. Lukash and Fred Zeidman each disclaim beneficial ownership of such
shares.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 46




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##### Table of Contents



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 of common stock. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Review of Related Person Transactions
  
    
    our Finance and Audit Committee approves or ratifies the transaction and the
transaction is on terms comparable to, or more beneficial to us than, those that
could be obtained in arms length dealings with an unrelated third party; or
    
    the transaction is approved by disinterested members of our Board of Directors;
or
    
    the transaction involves compensation approved by our Compensation Committee.
  
    
    any of our directors or executive officers,
    
    any person who is known to us to be the beneficial owner of more than five
percent of any class of our voting securities, and
    
    any immediate family member of one of our directors or executive officers or a
person known to us to be a more than five percent shareholder.
  
    
    transactions available to all salaried employees generally, and
    
    transactions involving less than $5,000 when aggregated with all similar
transactions.
 
 47




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##### Table of Contents



Related Person Transactions Since July 1, 2008
 None
 Director Independence
   48




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Pre-Approval Policies and Procedures for Audit and Non-Audit Services
  Fees of the Independent Registered Public Accounting Firm
  Fiscal
    
    Fiscal2009
    
    2008Audit Fees
    
    $
    200,300
    
    
    $
    202,400Tax Fees
    
    
    30,505
    
    
    
    27,000Other Service Fees
    
    
    19,100
    
    
    
    7,900Total Fees
    
    $
    249,905
    
    
    $
    237,300
 Audit Fees.
 Tax Fees .
 Other
Service Fees.
  49




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    50




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SIGNATURES
  UNITED AMERICAN HEALTHCARE CORPORATION (Registrant)Dated:  September 24, 2009
    By:
    /s/ William C. BrooksWilliam C. BrooksPresident and CEO
(Principal Executive Officer)  Signature
    
    Capacity/s/ TOM A. GOSS

Tom A. Goss
    
    Chairman/s/ WILLIAM C. BROOKS

William C. Brooks
    
    President and CEO 
(Principal Executive Officer)/s/ STEPHEN D. HARRIS

Stephen D. Harris
    
    Treasurer and Director/s/ EMMETT S. MOTEN, JR.

Emmett S. Moten, Jr.
    
    Secretary and Director/s/ RICHARD M. BROWN, D.O.

Richard M. Brown, D.O.
    
    Director/s/ DARREL W. FRANCIS

Darrel W. Francis
    
    Director/s/ RONALD E. HALL, SR.

Ronald E. Hall, Sr.
    
    Director/s/ BRUCE R. GALLOWAY

Bruce R. Galloway
    
    Director/s/ ANITA R. DAVIS

Anita R. Davis
    
    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 51




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##### Table of Contents



PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of June 30, 2009 and 2008
    
    
    F-3Consolidated Statements of Operations for each of the years in the three-year period
ended June 30, 2009
    
    
    F-4Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss) for
each of the years in the three-year period ended June 30, 2009
    
    
    F-5Consolidated Statements of Cash Flows for each of the years in the three-year period
ended June 30, 2009
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




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Report of Independent Registered Public Accounting Firm
 
     
 F-2




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 June 30,2009
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    13,100
    
    
    $
    10,713Marketable securities
    
    
    4,475
    
    
    
    8,774Accounts receivable  State of Tennessee, net
    
    
    39
    
    
    
    1,093Interest receivable
    
    
    42
    
    
    
    551Other receivables
    
    
    1,377
    
    
    
    374Prepaid expenses and other
    
    
    215
    
    
    
    299Total current assets
    
    
    19,248
    
    
    
    21,804Property and equipment, net
    
    
    134
    
    
    
    472Marketable securities  restricted
    
    
    2,370
    
    
    
    7,514Restricted assets
    
    
    
    
    
    
    421Other assets
    
    
    486
    
    
    
    586Total assets
    
    $
    22,238
    
    
    $
    30,797Liabilities and Shareholders EquityCurrent liabilitiesMedical claims payable
    
    $
    2,160
    
    
    $
    2,563Accounts payable and accrued expenses
    
    
    1,228
    
    
    
    1,726Reserve for legal settlement
    
    
    3,250
    
    
    
    Accrued compensation and related benefits
    
    
    388
    
    
    
    896Other current liabilities
    
    
    57
    
    
    
    1,273Total current liabilities
    
    
    7,083
    
    
    
    6,458Total liabilities
    
    
    7,083
    
    
    
    6,458Commitments and contingencies
    
    
    
    
    
    
    Shareholders equityPreferred stock, 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, no par, 15,000,000 shares authorized;
8,137,903 and 8,734,214 shares issued and outstanding at
June 30, 2009 and 2008, respectively
    
    
    17,684
    
    
    
    18,558Additional paid-in capital  stock options
    
    
    1,480
    
    
    
    1,153Additional paid-in capital  warrants
    
    
    444
    
    
    
    444Retained earnings (accumulated deficit)
    
    
    (4,444
    )
    
    
    4,261Accumulated other comprehensive loss, net of tax
    
    
    (9
    )
    
    
    (77
    )Total shareholders equity
    
    
    15,155
    
    
    
    24,339Total liabilities and shareholders equity
    
    $
    22,238
    
    
    $
    30,797
  F-3




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United American Healthcare Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 Year ended June 30,2009
    
    2008
    
    2007RevenuesFixed administrative fees
    
    $
    4,599
    
    
    $
    14,519
    
    
    $
    15,543Variable administrative fees
    
    
    944
    
    
    
    1,718
    
    
    
    502Medical premiums
    
    
    11,116
    
    
    
    10,596
    
    
    
    921Total revenues
    
    
    16,659
    
    
    
    26,833
    
    
    
    16,966ExpensesMedical services
    
    
    10,181
    
    
    
    9,550
    
    
    
    891Marketing, general and administrative
    
    
    12,593
    
    
    
    16,897
    
    
    
    16,580Provision
for legal settlement
    
    
    3,100
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    183
    
    
    
    211
    
    
    
    122Goodwill impairment
    
    
    
    
    
    
    3,452
    
    
    
    Provision for claims audit and other commitment
    
    
    
    
    
    
    
    
    
    
    1,526Total expenses
    
    
    26,057
    
    
    
    30,110
    
    
    
    19,119Operating loss
    
    
    (9,398
    )
    
    
    (3,277
    )
    
    
    (2,153
    )Interest and other income
    
    
    688
    
    
    
    1,375
    
    
    
    1,099Loss before income taxes
    
    
    (8,710
    )
    
    
    (1,902
    )
    
    
    (1,054
    )Income tax expense (benefit)
    
    
    (5
    )
    
    
    2,140
    
    
    
    63Net loss
    
    $
    (8,705
    )
    
    $
    (4,042
    )
    
    $
    (1,117
    )Net loss per common share  basicNet loss per common share
    
    $
    (1.02
    )
    
    $
    (0.47
    )
    
    $
    (0.14
    )Weighted average shares outstanding
    
    
    8,532
    
    
    
    8,666
    
    
    
    8,103Net loss per common share  dilutedNet loss per common share
    
    $
    (1.02
    )
    
    $
    (0.47
    )
    
    $
    (0.14
    )Weighted average shares outstanding
    
    
    8,532
    
    
    
    8,666
    
    
    
    8,103
  F-4




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
 AdditionalPaid-In
    
    
    Additional
    
    
    Retained
    
    
    Accum.Capital
    
    
    Paid-In
    
    
    earnings
    
    
    other
    
    
    TotalCommon stock
    
    
    Stock
    
    
    Capital-
    
    
    (Accum.)
    
    
    comprehensive
    
    
    shareholdersShares
    
    
    Amount
    
    
    Options
    
    
    Warrants
    
    
    Deficit)
    
    
    income (loss)
    
    
    equityBalance at June
30, 2006
    
    
    7,527
    
    
    $
    12,541
    
    
    $
    259
    
    
    $
    
    
    
    $
    9,420
    
    
    $
    (170
    )
    
    $
    22,050Issuance of common stock
    
    
    1,061
    
    
    
    5,786
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,786Stock option expense
    
    
    
    
    
    
    
    
    
    
    348
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348Issuance of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    444
    
    
    
    
    
    
    
    
    
    
    
    444Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,117
    )
    
    
    
    
    
    
    (1,117
    )Unrealized gain on
marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    130Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (987
    )Balance at June 30, 2007
    
    
    8,588
    
    
    
    18,327
    
    
    
    607
    
    
    
    444
    
    
    
    8,303
    
    
    
    (40
    )
    
    
    27,641Issuance of common stock
    
    
    146
    
    
    
    231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231Stock option expense
    
    
    
    
    
    
    
    
    
    
    546
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    546Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,042
    )
    
    
    
    
    
    
    (4,042
    )Unrealized loss on
marketable
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37
    )
    
    
    (37
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,079
    )Balance at June 30, 2008
    
    
    8,734
    
    
    
    18,558
    
    
    
    1,153
    
    
    
    444
    
    
    
    4,261
    
    
    
    (77
    )
    
    
    24,339Repurchase and
retirement of common
stock
    
    
    (671
    )
    
    
    (982
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (982
    )Issuance of common stock
    
    
    75
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108Stock option expense
    
    
    
    
    
    
    
    
    
    
    327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,705
    )
    
    
    
    
    
    
    (8,705
    )Unrealized gain on
marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    68Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,637
    )Balance at June 30, 2009
    
    
    8,138
    
    
    $
    17,684
    
    
    $
    1,480
    
    
    $
    444
    
    
    $
    (4,444
    )
    
    $
    (9
    )
    
    $
    15,155
  F-5




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Year ended June 30,2009
    
    2008
    
    2007Operating ActivitiesNet loss
    
    $
    (8,705
    )
    
    $
    (4,042
    )
    
    $
    (1,117
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Loss on disposal of assets
    
    
    137
    
    
    
    
    
    
    
    Asset write off
    
    
    421
    
    
    
    
    
    
    
    Goodwill impairment
    
    
    
    
    
    
    3,452
    
    
    
    Depreciation and amortization
    
    
    183
    
    
    
    211
    
    
    
    122Deferred income taxes
    
    
    
    
    
    
    1,950
    
    
    
    Director stock compensation
    
    
    108
    
    
    
    108
    
    
    
    108Stock option expense
    
    
    327
    
    
    
    546
    
    
    
    348Changes in assets and liabilitiesAccounts receivable  State of Tennessee, net
    
    
    1,054
    
    
    
    362
    
    
    
    8Interest receivable and other receivables
    
    
    (494
    )
    
    
    108
    
    
    
    (649
    )Prepaid expenses and other
    
    
    184
    
    
    
    212
    
    
    
    (246
    )Medical claims payable
    
    
    (403
    )
    
    
    1,987
    
    
    
    420Accounts payable and accrued expenses
    
    
    (498
    )
    
    
    (1,416
    )
    
    
    2,222Reserve for legal settlement
    
    
    3,250
    
    
    
    
    
    
    
    Unearned revenue
    
    
    
    
    
    
    (279
    )
    
    
    279Restricted assets
    
    
    
    
    
    
    2,300Accrued compensation and related benefits
    
    
    (508
    )
    
    
    
    
    
    
    164Other current liabilities
    
    
    (1,216
    )
    
    
    39
    
    
    
    (134
    )Net cash provided by (used in) operating activities
    
    
    (6,160
    )
    
    
    5,538
    
    
    
    1,525Investing ActivitiesPurchase of marketable securities
    
    
    (29,212
    )
    
    
    (17,049
    )
    
    
    (4,794
    )Proceeds from sale of marketable securities
    
    
    38,723
    
    
    
    13,495
    
    
    
    2,100Proceeds from the sale of property and equipment
    
    
    23
    
    
    
    
    
    
    
    6Purchase of property and equipment
    
    
    (5
    )
    
    
    (326
    )
    
    
    (343
    )Net cash provided by (used in) investing activities
    
    
    9,529
    
    
    
    (3,880
    )
    
    
    (3,031
    )Financing ActivitiesNet proceeds from sale of common stock
    
    
    
    
    
    
    
    
    
    
    5,721Proceeds from exercise of stock options
    
    
    
    
    
    
    123
    
    
    
    141Purchase and retirement of common stock
    
    
    (982
    )
    
    
    
    
    
    
    Proceeds from issuance of warrants
    
    
    
    
    
    
    
    
    
    
    260Net cash provided by (used in) financing activities
    
    
    (982
    )
    
    
    123
    
    
    
    6,122Net increase in cash and cash equivalents
    
    
    2,387
    
    
    
    1,781
    
    
    
    4,616Cash and cash equivalents at beginning of year
    
    
    10,713
    
    
    
    8,932
    
    
    
    4,316Cash and cash equivalents at end of year
    
    $
    13,100
    
    
    $
    10,713
    
    
    $
    8,932
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##### Table of Contents



United American Healthcare Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS  Continued

(in thousands)
 Year ended June 30,2009
    
    2008
    
    2007Supplemental disclosure of cash flow information:Income taxes paid
    
    $
    152
    
    
    $
    20
    
    
    $
    Non-cash financing activity:Transaction fee paid with warrants
    
    $
    
    
    
    $
    
    
    
    $
    184
  F-7




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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 NOTE 1  DESCRIPTION OF BUSINESS
  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 a.
    
    Principles of Consolidation.The consolidated financial statements include the
accounts of United American Healthcare Corporation, and its wholly owned operational
subsidiary, United American of Tennessee, Inc. (UA-TN). 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.b.
    
    Use of Estimates.The accompanying consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the United
States of America which require management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements. Actual results could
differ from those estimates as more information becomes available and any such
difference could be significant. The most significant estimates that are susceptible
to change in the near term relate to the determination of medical claims payable.c.
    
    Cash and Cash Equivalents.The Company considers all highly liquid instruments
purchased with original maturities of three months or less to be cash equivalents.d.
    
    Marketable Securities.Investments in marketable securities are considered
available for sale securities and are primarily comprised of certificates of deposit,
U.S. Treasury notes, and debt issues of municipalities. Marketable securities are
carried at fair value based upon published quotations of the underlying securities, and
certificates of deposit at cost, which approximates fair
 F-8




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 value. Marketable securities placed in escrow to meet statutory funding requirements,
although considered available for sale, are not reasonably expected to be used in the normal
operating cycle of the Company and are classified as non-current. All other securities are
classified as current.Premiums and discounts are amortized or accreted, respectively, over the life of the
related debt security as adjustment to yield using the yield-to-maturity method.
Interest and dividend income is recognized when earned. Realized gains and losses
on investments in marketable securities are included in investment income and are
derived using the specific identification method for determining the cost of the
securities sold. Unrealized gains and losses on marketable securities are reported
as a separate component of shareholders equity, net of income taxes.e.
    
    Accounts Receivable and Allowance for Doubtful Accounts.Accounts receivable at
June 30, 2009 and 2008 consisted of State of Tennessee receivables, interest
receivables and other receivables. Other receivables at June 30, 2009 and 2008 consist
of the following:
 2009
    
    2008Retroactive adjustments for Medicare revenue
    
    $
    834
    
    
    $
    Insurance recovery
    
    
    425
    
    
    
    279Pharmacy rebate
    
    
    118
    
    
    
    88Other
    
    
    
    
    
    
    7$
    1,377
    
    
    $
    374
 The Company performs an analysis of collectibility on its accounts receivables. An
allowance is established for the estimated amount that may not be collectible. There
was no allowance for doubtful accounts as of June 30, 2009 and June 30, 2008,
respectively.f.
    
    Property and Equipment.Property and equipment are stated at cost, net of
accumulated depreciation and amortization. Expenditures and improvements, which add
significantly to the productive capacity or extend the useful life of an asset, are
capitalized. Depreciation and amortization are computed using the straight-line method
over the estimated useful lives of the related assets. Estimated useful lives of the
major classes of property and equipment are as follows: furniture and fixtures  5 to
13 years; equipment  5 years; and computer software  2 to 5 years. Leasehold
improvements are included in furniture and fixtures and are amortized on a
straight-line basis over the shorter of the lease term or the estimated useful life.
The Company uses accelerated methods for income tax purposes.
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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 g.
    
    Goodwill.Goodwill resulting from business acquisitions was carried at cost.
Effective July 1, 2001, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 eliminates the
amortization of goodwill, but requires that the carrying amount of goodwill be 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. Management evaluates the carrying value of goodwill quarterly.In 2008, management assessed the remaining carrying amount of previously recorded
goodwill of $3.5 million and determined that such amount was impaired in accordance
with SFAS No. 142 as a result of the TennCare contract termination as further
discussed in Note 12 below. Accordingly, goodwill impairment was recorded for $3.5
million during the fiscal year ended June 30, 2008. There were no goodwill
impairment charges recorded during fiscal years 2009 or 2007.h.
    
    Long-Lived Assets.Following the criteria set forth in SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets and
certain identifiable intangibles are reviewed by the Company for events or changes in
circumstances which would indicate that the carrying value may not be recoverable. In
making this determination, the Company considers a number of factors, including
estimated future undiscounted cash flows associated with long-lived assets, current and
historical operating and cash flow results and other economic factors. When any such
impairment exists, the related assets are written down to fair value. Based upon its
most recent analysis, the Company believes that long-lived assets are recorded at their
net recoverable values.i.
    
    Medical Claims Payable.The Company provides for medical claims incurred but
not reported (IBNR) for its Medicare Advantage members and the cost of adjudicating
claims primarily based on medical cost estimates from historical data provided by the
Centers for Medicare & Medicaid Services (CMS) and emerging medical claims experience
together with current factors using accepted actuarial methods. Although considerable
variability is inherent in such estimates, management believes that these reserves are
adequate.j.
    
    Revenue Recognition.Medical premiums revenues are recognized in the month in
which members are entitled to receive healthcare services. Medical premiums collected
in advance are recorded as deferred revenues. Medical premium revenue is subject to
adjustment based on the health risk of its members. The process for adjusting premiums
is referred to as the CMS risk adjustment payment methodology. Risk adjustment payments
are recognized in the period in which UAHC-TN is notified thereof by CMS.
 F-10




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 Under TennCares administrative services only (ASO) arrangement, fixed
administrative fee revenues are recognized in the period the related services are
performed. In accordance with generally accepted accounting principles (GAAP),
when applicable, the Companys revenue recognition policy has been adjusted to
reflect ASO revenue in which UAHC-TN assumed no risk for medical claims. Variable
administrative fee revenues are recognized in the period in which UAHC-TN is
notified thereof by TennCare. See Note 12 for further discussion of TennCare and
Medicare revenue.k.
    
    Medical Services Expense Recognition.The Company contracts with various
healthcare providers for the provision of certain medical services to its members and
generally compensates those providers on a capitated and fee-for-service basis. Such
medical service expenses generally consist of claim payments, pharmacy costs, and
estimates of future payments of claims provided for services rendered prior to the end
of the reporting period. Pharmacy costs represent payments for members prescription
drug benefits. The estimates for medical claims payable are regularly reviewed and
adjusted as necessary, with such adjustments generally reflected in current operations.l.
    
    Stop Loss Insurance.Stop loss insurance premiums are reported as medical
services expense, while the related insurance recoveries are reported as deductions
from medical services expense.m.
    
    Income Taxes.Deferred income tax assets and liabilities are recognized for
the expected future tax consequences attributable to differences between the financial
statement carrying amount of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which these temporary differences
are expected to be recovered or settled. Valuation allowances are established when
necessary to reduce the deferred tax assets and liabilities to the amount expected to
be realized. The deferred income tax provision or benefit generally reflects the net
change in deferred income tax assets and liabilities during the year. The current
income tax provision reflects the tax consequences of revenues and expenses currently
taxable or deductible for the period.n.
    
    Earnings (Loss) Per 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 loss per share is computed the same as basic
except that the denominator also includes shares issuable upon assumed exercise of
stock options or warrants. For the years ended June 30, 2009, 2008 and 2007, the
Company had outstanding stock options and warrants which were not included in the
computation of loss per share because the shares would be anti-dilutive due to the net
loss each period.
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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 o.
    
    Segment Information.The Company reports financial and descriptive information
about its reportable operating segments. Operating segments are components of an
enterprise about which separate financial information is available that is evaluated
regularly by the chief operating decision-maker in deciding how to allocate resources
and in assessing performance. Financial information is reported on the basis that it
is used internally for evaluating segment performance and deciding how to allocate
resources to segments.p.
    
    Reclassifications.Certain items in the prior periods consolidated
financial statements, such as accrued rent along with interest and other income, have
been reclassified to conform to the June 30, 2009 presentation.q.
    
    Subsequent Events. In accordance with SFAS No. 165, Subsequent
Events, the Company has performed a review of events subsequent to the balance sheet
date through September 24, 2009, the date that the consolidated financial statements
were issued. See Note 17 for discussion of subsequent events.
 NOTE 3  MARKETABLE SECURITIES
  2009
    
    2008Current:Certificates of deposit
    
    $
    4,475
    
    
    $
    8,774Noncurrent:U.S. government obligations
    
    
    2,370
    
    
    
    7,514$
    6,845
    
    
    $
    16,288
   F-12




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
       Fair Value MeasurementsLevel 1
    
    Level 2
    
    Level 3
    
    TotalAssetsMarketable
Securities-short-term
    
    $
    4,475
    
    
    $
    
    
    
    $
    
    
    
    $
    4,475Marketable
Securities-long-term
    
    $
    2,370
    
    
    $
    
    
    
    $
    
    
    
    $
    2,370Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 F-13




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 NOTE 4  CONCENTRATION OF RISK
   NOTE 5  PROPERTY AND EQUIPMENT, NET
  2009
    
    
    2008Furniture and fixtures
    
    $
    15
    
    
    $
    870Equipment
    
    
    372
    
    
    
    1,462Computer software
    
    
    84
    
    
    
    376471
    
    
    
    2,708Less accumulated depreciation and amortization
    
    
    (337
    )
    
    
    (2,236
    )$
    134
    
    
    $
    472
 NOTE 6  MEDICAL CLAIMS PAYABLE
  F-14




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
  2009
    
    2008Balance at beginning of fiscal year
    
    $
    2,563
    
    
    $
    576Incurred claims related to current fiscal year
    
    
    7,819
    
    
    
    7,453Incurred claims related to prior fiscal years
    
    
    
    
    
    
    181Total claims incurred
    
    
    7,819
    
    
    
    7,634Paid claims related to current fiscal year
    
    
    6,095
    
    
    
    3,755Paid claims related to prior fiscal years
    
    
    2,127
    
    
    
    1,892Total paid claims
    
    
    8,222
    
    
    
    5,647Balance at end of fiscal year
    
    $
    2,160
    
    
    $
    2,563
 NOTE 7  INCOME TAXES
    2009
    
    2008
    
    2007Income taxes:Current expense (benefit)
    
    $
    (5
    )
    
    $
    190
    
    
    $
    63Deferred expense (benefit)
    
    
    (3,001
    )
    
    
    517
    
    
    
    (551
    )Change in valuation allowance
    
    
    3,001
    
    
    
    1,433
    
    
    
    551$
    (5
    )
    
    $
    2,140
    
    
    $
    63
 F-15




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##### Table of Contents



United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
  2009
    
    2008
    
    2007Income tax benefit at the statutory tax rate
    
    $
    (2,962
    )
    
    $
    (647
    )
    
    $
    (358
    )State and city income tax, net of federal effect
    
    
    (43
    )
    
    
    136
    
    
    
    22Permanent differences
    
    
    7
    
    
    
    1,186
    
    
    
    15Change in valuation allowance
    
    
    3,001
    
    
    
    1,433
    
    
    
    551Other, net
    
    
    (8
    )
    
    
    32
    
    
    
    (167
    )$
    (5
    )
    
    $
    2,140
    
    
    $
    63
   2009
    
    2008Deferred tax assets:Accrued rent
    
    $
    
    
    
    $
    30Accrued compensation
    
    
    79
    
    
    
    202Net operating loss carryforward of consolidated losses
    
    
    4,024
    
    
    
    1,973Capital loss carryforward
    
    
    1,360
    
    
    
    1,360Alternative minimum tax credit carryforward
    
    
    735
    
    
    
    677Property and equipment
    
    
    
    
    
    
    15Medical claims payable
    
    
    963
    
    
    
    1,049Reserve for
legal settlement
    
    
    1,054
    
    
    
    Stock based compensation
    
    
    496
    
    
    
    385Total deferred tax assets
    
    
    8,711
    
    
    
    5,691Deferred tax liabilities  property and equipment
    
    
    (19
    )
    
    
    Net deferred tax asset
    
    
    8,692
    
    
    
    5,691Valuation allowance
    
    
    (8,692
    )
    
    
    (5,691
    )Net deferred taxes
    
    $
    
    
    
    $
    
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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 NOTE 8  SHARE REPURCHASE PROGRAM
   NOTE 9  NON-RECURRING CHARGES
  F-17




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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 NOTE 10  BENEFIT, OPTION PLANS AND WARRANTS
    F-18




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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
  Options Outstanding
    
    Options ExercisableAverageWeighted
    
    remaining
    
    Number of
    
    Weightedaverage
    
    contractual
    
    shares
    
    averageShares
    
    exercise price
    
    life
    
    exercisable
    
    exercise priceOptions
outstanding at
June 30, 2006
    
    
    954
    
    
    $
    3.09
    
    
    6.79 years
    
    
    706
    
    
    $
    3.12Granted
    
    
    146
    
    
    
    5.98
    
    
    8.10 years
    
    
    16
    
    
    
    6.05Exercisable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76
    
    
    
    3.14Exercised
    
    
    (44
    )
    
    
    2.74
    
    
    
    
    
    
    
    (44
    )
    
    
    2.74Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (42
    )
    
    
    5.92
    
    
    
    
    
    
    
    
    
    
    
    Options
outstanding at
June 30, 2007
    
    
    1,014
    
    
    $
    3.40
    
    
    6.18 years
    
    
    754
    
    
    $
    3.20Granted
    
    
    200
    
    
    
    1.94
    
    
    9.64 years
    
    
    4
    
    
    
    2.85Exercisable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123
    
    
    
    3.05Exercised
    
    
    (102
    )
    
    
    1.18
    
    
    
    
    
    
    
    (102
    )
    
    
    1.18Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (10
    )
    
    
    2.95
    
    
    
    
    
    
    
    
    
    
    
    Options
outstanding at
June 30, 2008
    
    
    1,102
    
    
    $
    3.35
    
    
    6.46 years
    
    
    779
    
    
    $
    3.06Granted
    
    
    25
    
    
    
    1.43
    
    
    9.42 years
    
    
    4
    
    
    
    1.43Exercisable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    2.93Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired
    
    
    (75
    )
    
    
    1.63
    
    
    
    
    
    
    
    (75
    )
    
    
    1.63Forfeited
    
    
    (75
    )
    
    
    2.90
    
    
    
    
    
    
    
    (27
    )
    
    
    3.18Options
outstanding at
June 30, 2009
    
    
    977
    
    
    $
    3.46
    
    
    5.87 years
    
    
    785
    
    
    $
    3.77
 F-19




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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
    Dividend yield
    
    
    0%Expected volatility
    
    29% to 66%Risk free interest rate
    
    3.44% to 4.81%Expected life
    
    
    5.0 to 10.0 years
   NOTE 11  LEASES
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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
  NOTE 12  TENNESSEE OPERATIONS
   Balance at
    
    
    
    
    
    
    
    
    
    Balance atItem
    
    July 1, 2008
    
    Expense
    
    Payments
    
    June 30, 2009Workforce reduction
    
    $
    
    
    
    $
    763
    
    
    $
    (621
    )
    
    $
    142Lease abandonment, net
    
    
    
    
    
    
    20
    
    
    
    (3
    )
    
    
    17Relocation costs
    
    
    
    
    
    
    45
    
    
    
    (45
    )
    
    
    Total
    
    $
    
    
    
    $
    828
    
    
    $
    (669
    )
    
    $
    159
   F-21




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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
  NOTE 13  RESTRICTED ASSETS
    F-22




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United American Healthcare Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009, 2008 and 2007
 NOTE 14  UNAUDITED SELECTED QUARTERLY FINANCIAL DATA
  THREE MONTHS ENDEDSept. 30,
    
    Dec. 31,
    
    March 31,
    
    June 30,
    
    Total2009Total revenues
    
    $
    6,285
    
    
    
    4,512
    
    
    
    2,612
    
    
    
    3,250
    
    
    
    16,659Net earnings (loss)
    
    
    190
    
    
    
    (1,364
    )
    
    
    (3,024
    )
    
    
    (4,507
    )
    
    
    (8,705
    )Net earnings (loss)
per common share
assuming dilution
    
    $
    0.02
    
    
    
    (0.16
    )
    
    
    (0.35
    )
    
    
    (0.53
    )
    
    
    (1.02
    )2008Total revenues
    
    $
    5,788
    
    
    $
    6,664
    
    
    $
    7,950
    
    
    $
    6,431
    
    
    $
    26,833Net earnings (loss)
    
    
    73
    
    
    
    256
    
    
    
    (3,770
    )
    
    
    (601
    )
    
    
    (4,042
    )Net earnings (loss)
per common share
assuming dilution
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    (0.43
    )
    
    $
    (0.08
    )
    
    $
    (0.47
    )
  F-23




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NOTE 15  SEGMENT FINANCIAL INFORMATION
  Management
    
    
    HMO &
    
    
    Corporate &
    
    
    ConsolidatedCompanies (1)
    
    
    Managed Plan (2)
    
    
    Eliminations
    
    
    Company2009Revenues  external customers
    
    $
    
    
    
    $
    16,659
    
    
    $
    
    
    
    $
    16,659Revenues  intersegment
    
    
    12,592
    
    
    
    
    
    
    
    (12,592
    )
    
    
    Total revenues
    
    $
    12,592
    
    
    $
    16,659
    
    
    $
    (12,592
    )
    
    $
    16,659Interest expense
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Earnings (loss) from operations
    
    
    (2,500
    )
    
    
    (6,205
    )
    
    
    
    
    
    
    (8,705
    )Segment assets
    
    
    47,936
    
    
    
    12,842
    
    
    
    (38,540
    )
    
    
    22,238Purchase of equipment
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Depreciation and amortization
    
    
    183
    
    
    
    
    
    
    
    
    
    
    
    1832008Revenues  external customers
    
    $
    
    
    
    $
    26,833
    
    
    $
    
    
    
    $
    26,833Revenues  intersegment
    
    
    15,696
    
    
    
    
    
    
    
    (15,696
    )
    
    
    Total revenues
    
    $
    15,696
    
    
    $
    26,833
    
    
    $
    (15,696
    )
    
    $
    26,833Interest expense
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Earnings (loss) from operations
    
    
    (5,228
    )
    
    
    1,186
    
    
    
    
    
    
    
    (4,042
    )Segment assets
    
    
    63,423
    
    
    
    21,518
    
    
    
    (54,144
    )
    
    
    30,797Purchase of equipment
    
    
    326
    
    
    
    
    
    
    
    
    
    
    
    326Depreciation and amortization
    
    
    211
    
    
    
    
    
    
    
    
    
    
    
    2112007Revenues  external customers
    
    $
    
    
    
    $
    16,966
    
    
    $
    
    
    
    $
    16,966Revenues  intersegment
    
    
    14,162
    
    
    
    
    
    
    
    (14,162
    )
    
    
    Total revenues
    
    $
    14,162
    
    
    $
    16,966
    
    
    $
    (14,162
    )
    
    $
    16,966Interest expense
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Earnings (loss) from operations
    
    
    (1,532
    )
    
    
    415
    
    
    
    
    
    
    
    (1,117
    )Segment assets
    
    
    64,273
    
    
    
    20,017
    
    
    
    (50,522
    )
    
    
    33,768Purchase of equipment
    
    
    343
    
    
    
    
    
    
    
    
    
    
    
    343Depreciation and amortization
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    122
 (1)
    
    Management Companies: United American Healthcare Corporation, United American of
Tennessee, Inc.(2)
    
    HMO and Managed Plan: UAHC Health Plan of Tennessee, Inc. F-24




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##### Table of Contents



NOTE 16  RECENTLY ENACTED PRONOUNCEMENTS
    F-25




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##### Table of Contents



NOTE 17  SUBSEQUENT EVENT
  NOTE
18  LEGAL SETTLEMENT
  F-26




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated Herein By
    
    FiledNumber
    
    Description of Document
    
    Reference To
    
    Herewith3.1
    
    Restated Articles of
Incorporation of
Registrant
    
    Exhibit 3.1 to the
Registrants Form S-1
Registration Statement
under the Securities Act
of 1933, as amended,
declared effective on
April 23, 1991 (1991
S-1)3.1(a)
    
    Certificate of
Amendment to the
Articles of
Incorporation of
Registrant
    
    Exhibit 3.1(a) to 1991 S-13.2
    
    Amended and Restated
Bylaws of United
American Healthcare
Corporation
    
    Form 10-Q for the Quarter
Ended September 30, 2008,
filed November 4, 20084.1
    
    Form of Common Share
Certificate
    
    Exhibit 4.2 to the
Registrants 1995 Form
10-K4.2
    
    Form of Common Stock
Purchase Warrant dated
as of December 13,
2006, issued by the
Company
    
    Exhibit 4.1 to Form 8-K
filed December 15, 20064.3
    
    Form of Registration
Rights Agreement dated
as of December 13,
2006 among United
American Healthcare
Corporation and
certain investors
    
    Exhibit 10.2 to Form 8-K
filed December 15, 2006




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein By
    
    FiledNumber
    
    Description of Document
    
    Reference To
    
    Herewith10.1**
    
    Summary of Director
Compensation
    
    
    
    *10.2
    
    Contract #H6934 effective
September 29, 2006 between
Centers for Medicare &
Medicaid Services and UAHC
Health Plan of Tennessee,
Inc. with its Attachment A
and Addendum D
    
    Exhibit 10.1 to
Form 8-K filed
October 16, 200610.3
    
    Form of Purchase Agreement
dated as of December 13, 2006
among United American
Healthcare Corporation and
certain investors
    
    Exhibit 10.1 to
Form 8-K filed
December 15, 200610.4**
    
    United American Healthcare
Corporation Supplemental
Executive Retirement Plan, as
amended and restated
effective as of January 1,
2005, signed on November 9,
2006
    
    Exhibit 10.1 to
Form 10-Q filed
January 25, 200710.5**
    
    Amended United American
Healthcare Corporation 1998
Stock Option Plan
    
    Form DEF 14A
Definitive Proxy
Statement for
fiscal year 2004
filed on October 4,
200510.6**
    
    Retention and Severance
Agreement dated October 30,
2008, between United American
Healthcare Corporation and
William C. Brooks
    
    Exhibit 10.68 to
Form 10-Q for the
Quarter Ended
September 30, 2008,
filed November 4,
200810.7**
    
    Retention and Severance
Agreement dated October 30,
2008, between United American
Healthcare Corporation and
Stephen D. Harris
    
    Exhibit 10.69 to
Form 10-Q for the
Quarter Ended
September 30, 2008,
filed November 4,
200810.8**
    
    Retention and Severance
Agreement dated October 30,
2008, between United American
Healthcare Corporation and
Stephanie Dowell
    
    Exhibit 10.70 to
Form 10-Q for the
Quarter Ended
September 30, 2008,
filed November 4,
2008




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##### Table of Contents



Exhibit
    
    
    
    Incorporated Herein By
    
    FiledNumber
    
    Description of Document
    
    Reference To
    
    Herewith10.9
    
    Indemnification Agreement
dated October 30, 2008,
between United American
Healthcare Corporation and
William C. Brooks
    
    Exhibit 10.71 to
Form 10-Q for the
Quarter Ended
September 30, 2008,
filed November 4,
200810.10
    
    Indemnification Agreement
dated October 30, 2008,
between United American
Healthcare Corporation and
Stephen D. Harris
    
    Exhibit 10.72 to
Form 10-Q for the
Quarter Ended
September 30, 2008,
filed November 4,
200810.11
    
    Indemnification Agreement
dated October 30, 2008,
between United American
Healthcare Corporation and
Stephanie Dowell
    
    Exhibit 10.73 to
Form 10-Q for the
Quarter Ended
September 30, 2008,
filed November 4,
200810.12
    
    Form of Indemnification
Agreement dated October 30,
2008, between United American
Healthcare Corporation and
each of its non-employee
directors
    
    Exhibit 10.74 to
Form 10-Q for the
Quarter Ended
September 30, 2008,
filed November 4,
200821
    
    Subsidiaries of the Registrant
    
    
    
    *23
    
    Consent of Independent
Registered Public Accounting
Firm
    
    
    
    *31.1
    
    Certification of Chief
Executive Officer under
Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    
    *31.2
    
    Certification of Chief
Financial Officer under
Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    
    *32.1
    
    Certification of Chief
Executive Officer Pursuant to
18 U.S.C. Section 1350
    
    
    
    *32.2
    
    Certification of Chief
Financial Officer Pursuant to
18 U.S.C. Section 1350
    
    
    
    *
 
 **
    
    Indicates a management contract or compensatory arrangement required to be filed