##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    June 30, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-11638
 UNITED AMERICAN HEALTHCARE
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Michigan

38-2526913(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)  300 River Place, Suite 4950
    Detroit, Michigan 48207 (Address of principal
    executive offices) (Zip code)
  Registrants telephone number, including area code: (313) 393-4571
  Securities registered pursuant to Section 12(b) of the
    Act: 
    None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, no par value
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ




---



##### 





UNITED
    AMERICAN HEALTHCARE CORPORATION
  FORM 10-K
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


5Item 2.


Properties


17Item 3.


Legal Proceedings


17Item 4.


Removed and Reserved


17PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


17Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


18Item 8.


Financial Statements and Supplementary Data


24Item 9.


Changes In and Disagreements with Accountants on
    Accounting and Financial Disclosure


24Item 9A


Controls and Procedures


24Item 9B.


Other Information


25PART IIIItem 10.


Directors, Executive Officers and Corporate
    Goverance


25Item 11.


Executive Compensation


25Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


25Item 13.


Certain Relationships and Related Transactions
    and Director Independence


25Item 14.


Principal Accountant Fees and Services


25PART IVItem 15.


Exhibits and Financial Statement Schedules


25Financial Statements


F-1EX-3.3EX-10.1EX-10.5EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS    History
        Acquisition
    of Pulse Systems, LLC
     1




---



##### Table of Contents



Business
      
    Laser Cutting.  Pulses core business is
    providing precision laser cutting of thin-wall metal tubes. For
    the twelve months ended June 30, 2010, laser cutting
    represented approximately 90% of Pulses total revenue.
    Pulse has expertise in processing a variety of medical-grade
    materials, such as stainless steel, certain nickel-titanium
    alloys known as Nitinol, precious metals such as
    platinum and gold (often used as radio-opaque location markers
    for implants), as well as tantalum and cobalt chromium. Pulse
    utilizes automated processing workstations which deliver precise
    amounts of laser energy to vaporize metal materials in the
    specific pattern required for the customers part. Laser
    processing has technical advantages over other conventional
    machining techniques in processing these thin, delicate
    materials.
    Laser Welding.  In addition to its laser
    cutting capabilities, Pulse provides customers with laser
    welding services for joining metal components into
    sub-assemblies.
    Pulse maintains a certified Class 10,000 (International
    Organization for Standardization (ISO)
    Class 7) cleanroom for its
    sub-assembly
    work. Similar to laser cutting, laser welding is performed by
    highly accurate computer-controlled equipment and is
    advantageous for use in medical device manufacturing because of
    its precision. From a biocompatibility and cleanliness
    perspective, the medical-grade materials of the components
    themselves are melted by the laser energy to form the weld, so
    no that additional materials or contaminants are introduced to
    the finished product.
    Nitinol Processing.  Pulse has developed
    particular expertise in Nitinol heat-treating techniques, which
    enable medical device developers to utilize the shape-memory
    properties of the Nitinol material. In heat-treating Nitinol,
    components are formed into a desired shape in a fixture, then
    exposed to a precise transition temperature for a specific
    amount of time. Heat-treated Nitinol components will retain
    their desired shape while maintaining flexibility of the
    spring-like material. This process is referred to as
    shape-setting. Nitinol is often used in the design
    of catheter-delivered implants which can assume a desired shape
    when deployed inside the body. 2




---



##### Table of Contents




    Surface Treatments.  Pulse offers an array of
    surface treatment options for medical device manufacturers to
    meet specific design requirements:  
    Electropolishing.  Using electrical energy to
    remove precise amounts of material from metal parts,
    electropolishing produces bright, clean surfaces, and provides
    the corrosion resistance required for long-term metallic
    implants.
    Passivation.  For certain materials, especially
    stainless steel, chemical passivation techniques are used to
    provide corrosion resistance.
    Grit-blasting.  In situations where roughened
    surfaces are desired, such as for bonding or overmolding, parts
    are blasted with a stream of pressurized air carrying fine
    particles of aluminum oxide grit to produce the required surface
    roughness.  Competition
  end-to-end
    Medical
    Device Opportunity
  start-up
    start-ups,
 3




---



##### Table of Contents



Customers
  start-ups. start-ups,
      Marketing
    and Sales
      Government
    Regulations
      Intellectual
    Property
   4




---



##### Table of Contents



Quality
    Assurance
    Materials
  work-in-process
  Employees
    www.uahc.com www.pulsesystems.com Form 10-K.
  ITEM 1A.
    RISK
    FACTORS  Form 10-K,
  Risks
    Related to Our Business
  The
    existing global economic and financial market environment has
    had and may continue to have a negative effect on our business
    and operations.
   5




---



##### Table of Contents



Quality
    problems with our processes, products and services could harm
    our reputation for producing high quality products and erode our
    competitive advantage.
    If we
    experience decreasing prices for our products and services and
    we are unable to reduce our expenses, our results of operations
    will suffer.
    Because
    a significant portion of our revenue comes from a few large
    customers and customers in the San Francisco Bay Area, any
    decrease in sales to these customers could harm our operating
    results.
    We
    have limited contractual relationships with our customers and,
    as a result, our customers may unilaterally reduce the purchase
    of our products.
   6




---



##### Table of Contents



If our
    customers fail to obtain, or experience significant delays in
    obtaining, FDA clearances or approvals to commercially
    distribute their products, our ability to sell our services
    could suffer.
    We may
    face competition from, and we may be unable to compete
    successfully against, new entrants and established companies
    with greater resources.
      If we
    do not respond to changes in technology, our manufacturing
    processes may become obsolete and we may experience reduced
    sales and lose customers.
   7




---



##### Table of Contents



Our
    business is subject to risks associated with a single
    manufacturing facility.
    Our
    business is subject to risks associated with manufacturing
    processes.
      We may
    expand into new markets or new products and our expansion may
    not be successful.
    We may
    selectively pursue acquisitions in the future, but, because of
    the uncertainty involved, we may not be able to identify
    suitable acquisition candidates and may not successfully
    integrate acquired businesses into our business and operations.
    We are continuing to integrate Pulse Systems, which also entails
    risk.
      
    difficulty in realizing anticipated financial or strategic
    benefits of such acquisition;
    diversion of capital and potential dilution of stockholder
    ownership; 8




---



##### Table of Contents




    the risks related to increased indebtedness, as well as the risk
    such financing will not be available on satisfactory terms or at
    all;
    diversion of managements attention and other resources
    from current operations, including potential strain on financial
    and managerial controls and reporting systems and procedures;
    management of employee relations across facilities;
    difficulties in the assimilation of different corporate cultures
    and practices, as well as in the assimilation and retention of
    broad and geographically dispersed personnel and operations;
    difficulties and unanticipated expenses related to the
    integration of departments, systems (including accounting
    systems), technologies, books and records, procedures and
    controls (including internal accounting controls, procedures and
    policies), as well as in maintaining uniform standards,
    including environmental management systems;
    assumption of known and unknown liabilities, some of which may
    be difficult or impossible to quantify;
    inability to realize cost savings, sales increases or other
    benefits that we anticipate from such acquisitions, either as to
    amount or in the expected time frame;
    non-cash impairment charges or other accounting charges relating
    to the acquired assets; and
    ability to maintain strong relationships with our and our
    acquired companies customers after the acquisitions.    Our
    inability to access additional capital could have a negative
    impact on our growth strategy.
    We are
    subject to a variety of environmental, health and safety laws
    that could be costly for us to comply with, and we could incur
    liability if we fail to comply with such laws or if we are
    responsible for releases of contaminants to the
    environment.
    Infringement
    claims regarding patents or other intellectual property rights
    by third parties could result in an adverse impact on our
    operations, and could be costly and distracting to
    management.
   9




---



##### Table of Contents



Our
    earnings and financial condition could suffer if we or our
    customers become subject to product liability claims or recalls.
    We may also be required to spend significant time and money
    responding to investigations or requests for information related
    to end-products of our customers.
      A
    substantial amount of our assets represents goodwill, and our
    earnings will be reduced if our goodwill becomes
    impaired.
    Our
    business may suffer if we are unable to recruit and retain
    senior management and experienced engineers and management
    personnel that we need to compete in the medical device
    industry.
   10




---



##### Table of Contents



We
    depend on outside suppliers and subcontractors, and our
    production and reputation could be harmed if they are unable to
    meet our quality and volume requirements and alternative sources
    are not available.
    Prior
    to its acquisition by the Company, Pulse Systems was not subject
    to requirements to test its internal control over financial
    reporting. If such controls are ineffective, it could have a
    significant and adverse effect on our business and
    reputation.
    Our
    operating results may fluctuate, which may make it difficult to
    forecast our future performance.
    
    the fixed nature of a substantial percentage of our costs, which
    results in our operations being sensitive to fluctuations in
    sales;
    changes in the relative portion of our sales represented by our
    various products, which could result in reductions in our
    profits if the relative portion of our sales represented by
    lower margin products increases;
    introduction and market acceptance of our customers new
    products and changes in demand for our customers existing
    products;
    the accuracy of our customers forecasts for future
    production requirements; 11




---



##### Table of Contents




    timing of orders placed by our principal customers that account
    for a significant portion of our revenues;
    future price concessions as a result of pressure to compete;
    cancellations by customers which may result in recovery of only
    our costs;
    the availability of raw materials, including stainless steel,
    nitinol, platinum, tantalum, and gold;
    increased costs of raw materials, supplies or skilled labor;
    our effectiveness in managing our manufacturing
    processes; and
    changes in the competitive and economic conditions generally, or
    in our customers markets.    Risks
    Related to Our Industry
  We may
    not be able to grow our business if the trend by medical device
    companies to outsource their manufacturing activities does not
    continue or if our customers decide to manufacture internally
    products that we currently provide.
    We and
    our customers are subject to various regulations, as well as
    political, economic and regulatory changes in the healthcare
    industry or otherwise, that could force us to modify how we
    price our components, manufacturing capabilities and services
    and could harm our business.
    The
    recently enacted Affordable Healthcare for America Act includes
    provisions that may adversely affect our business and results of
    operations, including an excise tax on the sales of most medical
    devices.
     12




---



##### Table of Contents



Our
    business is indirectly subject to healthcare industry cost
    containment measures and other industry trends affecting pricing
    that could result in reduced sales of or prices for our
    products.
    Consolidation
    in the healthcare industry could have an adverse effect on our
    revenues and results of operations.
    Inability
    to obtain sufficient quantities of raw materials could cause
    delays in our production.
    Risks
    Relating to Financing Activities
  Capital
    markets have experienced a significant period of dislocation and
    instability, which has had and could continue to have a negative
    impact on the availability and cost of capital.
    Credit
    market developments may reduce availability under our credit
    agreement.
  and/or
 13




---



##### Table of Contents



Pulse
    and UAHC are subject to a number of restrictive debt covenants
    which may restrict our business and financing
    activities.
  and/or
  
    borrow money;
    pay dividends and make distributions;
    make certain investments;
    repurchase stock;
    use assets as security in other transactions;
    create liens;
    enter into affiliate transactions;
    merge or consolidate; and
    transfer and sell assets.    Risks
    Relating to Our Common Stock
  Our
    common stock may continue to be volatile and could decline
    substantially.
        
    actual or anticipated fluctuations in our operating results;
    our announcements or our competitors announcements
    regarding new products, significant contracts, acquisitions,
    divestitures or strategic investments;
    loss of any of our key management or technical personnel;
    conditions affecting medical device manufacturers or the medical
    device industry generally; 14




---



##### Table of Contents




    product liability lawsuits against us or our customers;
    clinical trial results with respect to our customers
    medical devices;
    changes in our growth rates or our competitors growth
    rates;
    developments regarding our proprietary rights, or those of our
    competitors;
    FDA and international actions with respect to the government
    regulation of medical devices and third-party reimbursement
    practices;
    public concern as to the safety of our products;
    changes in health care policy in the United States and
    internationally;
    conditions in the financial markets in general or changes in
    general economic conditions;
    our liquidity needs and constraints and our ability to raise
    additional capital;
    changes in stock market analyst recommendations regarding our
    common stock, other comparable companies or the medical device
    industry generally, or lack of analyst coverage of our common
    stock;
    sales of our common stock by our executive officers, directors
    and five percent stockholders or stock issuances by the Company;
    changes in accounting standards, policies, guidance,
    interpretations or principles; and
    announcement of financial restatements.    We
    have recently been delisted from the Nasdaq Capital Market and
    there is a limited trading volume for our common stock on the
    OTCQB.
      Our
    articles of incorporation, our bylaws and Michigan law contain
    provisions that could discourage another company from acquiring
    us and may prevent attempts by our shareholders to replace or
    remove our current management.
    
    providing for a classified board of directors with staggered
    terms;
    requiring super majority stockholder voting to effect certain
    amendments to our articles of incorporation and bylaws; 15




---



##### Table of Contents




    eliminating the ability of shareholders to call special meetings
    of shareholders;
    establishing advance notice requirements for nominations for
    election to the board of directors or for proposing matters that
    can be acted on by shareholders at shareholder meetings;
    permitting the board of directors to amend, alter or repeal the
    bylaws;
    limiting the ability of shareholders to act by written consent;
    limiting the ability of shareholders to remove
    directors; and
    authorizing of the board of directors to issue, without
    stockholder approval, shares of one or more series of preferred
    stock with such terms as the board of directors may determine
    and shares of our common stock.  Our
    common stock may be subject to penny stock rules,
    which make it more difficult for you to dispose of your
    shares.
    We do
    not anticipate paying any cash dividends.
    We may
    need additional capital, and the sale of additional shares or
    other equity securities could result in additional dilution to
    our stockholders.
    Risks
    Related to Our Prior Healthcare Management Business
  If we
    are unable to estimate incurred but not reported medical
    benefits expense accurately, that could affect our reported
    financial results.
   16




---



##### Table of Contents



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.
    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    [REMOVED
    AND RESERVED] PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  over-the-counter-traded
    2010 Sales Price

2009 Sales PriceFiscal Quarter

High

Low

High

LowFirst

$
1.75


$
0.91


$
2.01


$
1.47Second

$
1.06


$
0.85


$
1.95


$
1.04Third

$
1.40


$
0.98


$
2.21


$
1.30Fourth

$
1.20


$
0.55


$
1.72


$
1.16  17




---



##### Table of Contents



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 recent acquisition
    of Pulse and its integration into the Company; changes in the
    medical device and healthcare industry; the wind down of the CMS
    Medicare contract; the ongoing impacts of the
    U.S. recession; the continuing impacts of the global credit
    and financial crisis; and other changes in general economic
    conditions. Other risks and uncertainties are detailed from time
    to time in reports filed with or furnished to the SEC, and in
    particular those set forth under Risk Factors in
    Part 1 Item 1A in this annual report on
    Form 10-K.
    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
  Form 10-K.
  History
     18




---



##### Table of Contents



Acquisition
    of Pulse Systems, LLC
        Review
    of Consolidated Results of Operations  Fiscal 2010
    Compared to Fiscal 2009
  12-day
     19




---



##### Table of Contents



20




---



##### Table of Contents



Review
    of Consolidated Results of Operations  Fiscal 2009
    Compared to Fiscal 2008
                     21




---



##### Table of Contents



Liquidity
    and Capital Resources
      assets-to-current
   22




---



##### Table of Contents



Source of
    Liquidity
       23




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1 Form 10-K.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e) 15d-15(e) Form 10-K Form 10-K.
    Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
     24




---



##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  page F-1 Form 10-K
  Regulation S-K Form 10-K
   25




---



##### Table of Contents



SIGNATURES
    UNITED AMERICAN HEALTHCARE
 CORPORATION (Registrant)
  By:
    /s/  William
    C. Brooks   
  September 8, 2010
    Signature

Capacity/s/  TOM
    A. GOSSTom
    A. Goss

Chairman/s/  WILLIAM
    C. BROOKSWilliam
    C. Brooks

President and Chief Executive Officer
    (Principal Executive Officer)/s/  WILLIAM
    L. DENNISWilliam
    L. Dennis

Chief Financial Officer and Treasurer 
    (Principal Financial Officer and 
    Principal Accounting Officer)/s/  EMMETT
    S. MOTEN, JR.Emmett
    S. Moten, Jr.

Secretary and Director/s/  STEPHEN
    D. HARRISStephen
    D. Harris

Director/s/  RICHARD
    M. BROWN, D.O.Richard
    M. Brown, D.O.

Director/s/  DARREL
    W. FRANCISDarrel
    W. Francis

Director/s/  RONALD
    E. HALL, SR.Ronald
    E. Hall, Sr.

Director  26




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of June 30,
    2010 and 2009


F-3Consolidated Statements of Operations for each of
    the years in the three-year period ended June 30, 2010


F-4Consolidated Statements of Shareholders
    Equity and Comprehensive Loss for each of the years in the
    three-year period ended June 30, 2010


F-5Consolidated Statements of Cash Flows for each of
    the years in the three-year period ended June 30, 2010


F-6Notes to Consolidated Financial Statements


F-7   F-1




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm           /s/ UHY LLP
    F-2




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
 CONSOLIDATED
    BALANCE SHEETS  June 30,2010


2009(In thousands, except share data)ASSETSCurrent assetsCash and cash equivalents

$
3,458


$
13,100Marketable securities






4,475Accounts receivable, net


954



1,458Inventories


209



Prepaid expenses and other


281



215Total current assets


4,902



19,248Property and equipment, net


895



134Marketable securities  restricted


900



2,370Goodwill


9,983



Other intangibles, net


3,432



Other assets


486



486Total assets

$
20,598


$
22,238LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesLong term debt, current portion and net of discount

$
2,710


$
Accounts payable


675



909Accrued expenses


745



707Accrued purchase price


1,255



Redeemable preferred member units at Pulse, current portion and
    net of discount


393



Medical claims payable


84



2,160Reserve for legal settlement






3,250Other current liabilities


40



57Total current liabilities


5,902



7,083Long-term debt, less current portion


2,923



Redeemable preferred member units of Pulse, net of discount and
    current portion


1,457



Capital lease obligation


204



Interest rate swap obligation


95



Total liabilities


10,581



7,083Commitments and contingencies






Shareholders equityPreferred stock, 5,000,000 shares authorized; none issued






Common stock, no par, 15,000,000 shares authorized;
    8,164,117 and 8,137,903 shares issued and outstanding at
    June 30, 2010 and 2009, respectively


17,711



17,684Additional paid-in capital  stock options


1,703



1,480Additional paid-in capital  warrants


444



444Accumulated deficit


(9,838
)


(4,444
)Accumulated other comprehensive loss, net of tax


(3
)


(9
)Total shareholders equity


10,017



15,155Total liabilities and shareholders equity

$
20,598


$
22,238    F-3




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended June 30,2010


2009


2008(In thousands, except per share data)RevenuesMedical premiums

$
3,130


$
11,116


$
10,596Variable administrative fees


345



944



1,718Contract manufacturing services


343







Fixed administrative fees






4,599



14,519Total revenues


3,818



16,659



26,833ExpensesMedical services


2,688



10,181



9,550Costs of contract manufacturing services


136







Marketing, general and administrative


6,322



12,593



16,897Depreciation and amortization


168



183



211Provision for legal settlement






3,100



Goodwill impairment










3,452Total expenses


9,314



26,057



30,110Operating loss


(5,496
)


(9,398
)


(3,277
)Interest and other income, net


102



688



1,375Loss before income taxes


(5,394
)


(8,710
)


(1,902
)Income tax expense (benefit)






(5
)


2,140Net loss

$
(5,394
)

$
(8,705
)

$
(4,042
)Net loss per common share  basic and dilutedNet loss per common share

$
(0.66
)

$
(1.02
)

$
(0.47
)Weighted average shares outstanding


8,147



8,532



8,666    F-4




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITYAND COMPREHENSIVE LOSS  Additional


Additional


Retained


Accum.Paid-In


Paid-In


Earnings


Other


TotalCommon Stock


Capital-


Capital-


(Accum.)


Comprehensive


ShareholdersShares


Amount


Stock


Warrants


Deficit)


Income (loss)


Equity(In thousands)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
)

$
15,155Issuance of common stock


26



27



















27Stock option expense










223















223Comprehensive income:Net loss


















(5,394
)






(5,394
)Unrealized gain on marketable securities






















6



6Total comprehensive loss


























(5,388
)Balance at June 30, 2010


8,164


$
17,711


$
1,703


$
444


$
(9,838
)

$
(3
)

$
10,017    F-5




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended June 30,2010


2009


2008(In thousands)Operating ActivitiesNet loss

$
(5,394
)

$
(8,705
)

$
(4,042
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Stock option expense


223



327



546Depreciation and amortization


168



183



211Director stock compensation


27



108



108Change in fair value of interest rate swap


11







Asset write off






421



Goodwill impairment










3,452Loss on disposal of assets






137



Deferred income taxes










1,950Changes in assets and liabilitiesAccounts receivable and other receivables


1,388



560



470Inventories


33







Prepaid expenses and other


1



184



212Medical claims payable


(2,076
)


(403
)


1,987Accounts payable and accrued expenses


(757
)


(1,006
)


(1,416
)Reserve for legal settlement


(3,250
)


3,250



Unearned revenue










(279
)Restricted assets










2,300Other current liabilities


(91
)


(1,216
)


39Net cash provided by (used in) operating activities


(9,717
)


(6,160
)


5,538Investing ActivitiesPurchase of marketable securities


(3,275
)


(29,212
)


(17,049
)Proceeds from sale of marketable securities


9,226



38,723



13,495Acquisition of Pulse Systems, LLC, net of cash acquired


(5,613
)






Proceeds from the sale of property and equipment






23



Purchase of property and equipment


3



(5
)


(326
)Net cash provided by (used in) investing activities


341



9,529



(3,880
)Financing ActivitiesPayments of long-term debt


(266
)






Proceeds from exercise of stock options










123Purchase and retirement of common stock






(982
)


Net cash provided by (used in) financing activities


(266
)


(982
)


123Net increase (decrease) in cash and cash equivalents


(9,642
)


2,387



1,781Cash and cash equivalents at beginning of year


13,100



10,713



8,932Cash and cash equivalents at end of year

$
3,458


$
13,100


$
10,713Supplemental disclosure of cash flow information:Income taxes paid

$



$
152


$
20Interest paid

$
45


$



$
    F-6




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries



Notes to
    Consolidated Financial Statements

June 30,
    2010, 2009 and 2008  NOTE 1 
    DESCRIPTION
    OF BUSINESS        sub-assemblies
  NOTE 2 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES    Principles of Consolidation.
  Use of Estimates.
 F-7




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Cash and Cash Equivalents.
  Marketable Securities.
      2010


2009Current:Certificates of deposit

$



$
4,475Noncurrent:U.S. government obligations


900



2,370$
900


$
6,845   Accounts Receivable.
  2010


2009Trade receivables, net of allowance for doubtful accounts

$
910


$
Retroactive adjustments for Medicare revenue






834Insurance recovery






425Pharmacy rebate


25



118Other


19



81Total accounts receivable

$
954


$
1,458     Property and Equipment.
 F-8




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Goodwill.
    ContractManagement


HMO &


ManufacturingCompanies(1)


Managed Plan(2)


Services (Pulse)(3)July 1, 2007 balance

$



$
3,452


$
2008 additions










2008 impairment










June 30, 2008 balance

$



$
3,452


$
2009 additions










2009 impairment






(3,452
)


June 30, 2009 balance

$



$



$
2010 additions










9,9832010 impairment










June 30, 2010 balance

$



$



$
9,983     (1)
    
    Management Companies: United American Healthcare Corporation,
    United American of Tennessee, Inc.(2)
    
    HMO and Managed Plan: UAHC Health Plan of Tennessee, Inc.(3)
    
    Pulse Systems: Provider of Contract Manufacturing Services to
    the medical device industry    Long-Lived Assets.
  Medical Claims Payable.
 F-9




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Revenue Recognition.
      Medical Services Expense
    Recognition. fee-for-service
  Stop Loss Insurance.
  Income Taxes.
  Earnings (Loss) Per Share.
  Segment Information.
  Inventories. first-in,
 F-10




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009Raw materials

$
61


$
Work in process


146



Finished goods


2



Inventory

$
209


$
   Other Intangibles.
    2010


2009Customer list

$
3,027


$
Backlog


429



Total intangibles assets


3,456



Less: accumulated amortization


(24
)


Intangible assets, net

$
3,432


$
     2011

$
8372012


4322013


4322014


4322015 and beyond


1,299$
3,432   Shipping and handling.
  Reclassifications.
 F-11




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 3 
    FAIR
    VALUE    Fair Value MeasurementsLevel 1

Level 2

Level 3

Total2010AssetsMarketable Securities- long-term

$
900


$



$



$
900LiabilitiesAccrued purchase price

$
1,045


$



$



$
1,045Interest rate swap

$



$
95


$



$
952009AssetsMarketable Securities-short-term

$
4,475


$



$



$
4,475Marketable Securities- long-term

$
2,370


$



$



$
2,370Liabilities

$



$



$



$
         NOTE 4 
    CONCENTRATION
    OF RISK   F-12




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    NOTE 5 
    PROPERTY
    AND EQUIPMENT, NET    2010


2009Furniture and fixtures

$
420


$
15Machinery and Equipment


828



372Computer software


126



841,374



471Less accumulated depreciation and amortization


(479
)


(337
)$
895


$
134   NOTE 6 
    MEDICAL
    CLAIMS PAYABLE      2010


2009Balance at beginning of fiscal year

$
2,160


$
2,563Incurred claims related to current fiscal year and adjustments
    to previously reported amounts


1,947



7,819Less:Paid claims related to current fiscal year


2,257



6,095Paid claims related to prior fiscal years


1,766



2,127Total paid claims


4,023



8,222Balance at end of fiscal year

$
84


$
2,160     NOTE 7 
    ACQUISITION   F-13




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
       F-14




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Cash

$
287Accounts receivable


884Inventories


242Other current assets


67Property and equipment


902Amortizable intangible assets


3,456Goodwill


10,433Total assets acquired

$
16,271Accounts payable

$
215Accrued expenses


321Notes payable


4,250Capital lease obligation


296Interest rate swap


85Redeemable preferred member units


1,850Total liabilities assumed


7,017Net assets acquired

$
9,254     Cash at closing

$
5,900Note payable


1,649UAHC common stock


1,495Obligation for estimated purchase price adjustment


210Total consideration

$
9,254       2010

2009Revenues

$
11,190


$
27,457Net loss

$
(5,125
)

$
(8,305
)   NOTE 8 
    INCOME
    TAXES   F-15




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2010


2009


2008Income taxes:Current expense (benefit)

$



$
(5
)

$
190Deferred expense (benefit)


(1,832
)


(3,001
)


517Change in valuation allowance


1,832



3,001



1,433$



$
(5
)

$
2,140     2010


2009


2008Income tax benefit at the statutory tax rate

$
(1,834
)

$
(2,962
)

$
(647
)State and city income tax, net of federal effect






(43
)


136Permanent differences


1



7



1,186Change in valuation allowance


1,832



3,001



1,433Other, net


1



(8
)


32$



$
(5
)

$
2,140    F-16




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009Deferred tax assets:Accrued compensation

$
39


$
79Net operating loss carryforward of consolidated losses


7,636



4,024Capital loss carryforward


1,360



1,360Alternative minimum tax credit carryforward


735



735Property and equipment


1



Medical claims payable


75



963Reserve for legal settlement






1,054Stock based compensation


572



496Other


106



Total deferred tax assets


10,524



8,711Deferred tax liabilities  property and equipment






(19
)Net deferred tax asset


10,524



8,692Valuation allowance


(10,524
)


(8,692
)Net deferred taxes

$



$
     NOTE 9 
    SHARE
    REPURCHASE PROGRAM    NOTE 10 
    BENEFIT,
    OPTION PLANS AND WARRANTS     F-17




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Options Outstanding


Options ExercisableWeightedAverageWeighted


Remaining


Number of


WeightedAverage


Contractual


Shares


Average ExerciseShares


Exercise Price


Life


Exercisable


PriceOptions outstanding at June 30, 2007


1,014


$
3.40



6.18 years



754


$
3.20Granted


200



1.94



9.64 years



4



2.85Vested














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



1.43Vested














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


$
3.77Granted


















Vested














101



2.61Exercised


















Expired


















Forfeited


(64
)


1.83







(55
)


1.86Options outstanding at June 30, 2010


913


$
3.58



4.86 years



831


$
3.76      F-18




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    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 
    NOTES PAYABLE    Notes payable to bank

$
3,984Notes payable to former common shareholders of Pulse, net of
    discount of $0.1 million


1,649Total debt


5,633Less: current portion


(2,710
)Total long-term debt

$
2,923        F-19




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Fiscal 2011

$
2,710Fiscal 2012


1,063Fiscal 2013


1,063Fiscal 2014


797Total


5,633Less: current portion


2,710$
2,923   NOTE 12 
    LEASES        Fiscal 2011

$
92Fiscal 2012


101Fiscal 2013


96Fiscal 2014


7Total


296Less: current portion


(92
)$
204   NOTE 13 
    TENNESSEE
    OPERATIONS   F-20




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Balance at


Expense





Balance atItem

July 1, 2009


Adjustment*


Payments


June 30, 2010Workforce reduction

$
142



(48
)


(94
)

$
Lease abandonment, net


17







(11
)


6Total

$
159



(48
)


(105
)

$
6     *
    
    Amount includes forfeited employee retention benefits.    NOTE 14 
    LEGAL SETTLEMENT
    NOTE 15 
    REDEEMABLE
    PREFERRED MEMBER UNITS   F-21




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Fiscal 2011

$
440Fiscal 2012


1,800Total

$
2,240   NOTE 16 
    UNAUDITED
    SELECTED QUARTERLY FINANCIAL DATA    Three Months EndedSept. 30,


Dec. 31,


March 31,


June 30,


Total2010Total revenues

$
1,760


$
1,701


$
14


$
343


$
3,818Net (loss)


(1,563
)


(1,127
)


(1,401
)


(1,303
)


(5,394
)Net diluted loss per common share

$
(0.19
)

$
(0.14
)

$
(0.17
)

$
(0.16
)

$
(0.66
)2009Total revenues

$
6,285


$
4,512


$
2,612


$
3,250


$
16,659Net earnings (loss)


190



(1,364
)


(3,024
)


(4,507
)


(8,705
)Net diluted earnings (loss) per common share

$
0.02


$
(0.16
)

$
(0.35
)

$
(0.53
)

$
(1.02
)  F-22




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 17 
    SEGMENT
    FINANCIAL INFORMATION    ContractManagement


HMO &


Manufacturing


Corporate &


ConsolidatedCompanies(1)


Managed Plan(2)


Services (Pulse)(3)


Eliminations


Company2010Revenues  external customers

$



$
3,475


$
343


$



$
3,818Revenues  intersegment


3,043











(3,043
)


Total revenues

$
3,043


$
3,475


$
343


$
(3,043
)


3,818Interest expense

$



$



$
15


$



$
15Earnings (loss) from operations


(577
)


(4,885
)


68







(5,394
)Segment assets


37,445



3,869



15,847



(36,563
)


20,598Depreciation and amortization


144







24







1682009Revenues  external customers

$



$
16,659


$



$



$
16,659Revenues  intersegment


12,592











(12,592
)


Total revenues

$
12,592


$
16,659


$



$
(12,592
)

$
16,659Interest expense

$



$



$



$



$
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















211     (1)
    
    Management Companies: United American Healthcare Corporation,
    United American of Tennessee, Inc.(2)
    
    HMO and Managed Plan: UAHC Health Plan of Tennessee, Inc. The
    HMO and Managed Plan earnings (loss) from operations includes
    $5.7 million, $12.6 million and $15.7 million of
    management fees paid to the management companies for fiscal
    2010, 2009 and 2008, respectively.(3)
    
    Pulse Systems: Provider of Contract Manufacturing Services to
    the medical device industry  NOTE 18 
    COMMITMENTS &
    CONTINGENCIES  Standstill
    Agreement
   F-23




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    ,
       F-24




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Lawsuit
  No. 10-cv-11305,
      No. 10-007629-CZ,
  No. 10-009344-CZ,
 F-25




---



##### Table of Contents



United
    American Healthcare Corporation and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 19 
    RECENTLY
    ENACTED PRONOUNCEMENTS    NOTE 20 
    SUBSEQUENT
    EVENT   F-26




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit



Incorporated Herein By

FiledNumber

Description of Document

Reference To

Herewith2
.1

Securities Purchase Agreement, dated June 18, 2010, by and
    among United American Healthcare Corporation, John M. Fife,
    as the Seller Representative, Pulse Sellers, LLC, Pulse
    Holdings, LLC, Chicago Venture Partners, L.P., Pulse Systems
    Corporation, Demian Backs, Vince Barletta, Rodger Bell and
    Merrill Weber

Exhibit 2.1 to Form 8-K filed June 24, 20102
.2

Amendment to Securities Purchase Agreement, dated July 12,
    2010, by and among United American Healthcare Corporation,
    Chicago Venture Partners, L.P., Pulse Systems Corporation,
    Demian Backs, Vince Barletta, Rodger Bell and Merrill Weber

Exhibit 2.1 to Form 8-K filed July 16, 20102
.3

Warrant Purchase Agreement, dated June 18, 2010, by and
    among United American Healthcare Corporation, Convergent
    Capital Partners I, L.P., Main Street Equity Interests,
    Inc., Medallion Capital, Inc. and Pacific Mezzanine
    Fund, L.P.

Exhibit 2.2 to Form 8-K filed June 24, 20102
.4

Redemption Agreement, dated June 18, 2010, by and
    between Pulse Systems, LLC and Pulse Systems Corporation

Exhibit 2.3 to Form 8-K filed June 24, 20103
.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
.2

Certificate of Amendment to the Articles of Incorporation of
    Registrant

Exhibit 3.1(a) to 1991 S-13
.3

Amended and Restated Bylaws of United American Healthcare
    Corporation





*4
.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 December 13,
    2006, issued by United American Healthcare Corporation

Exhibit 4.1 to Form 8-K filed December 15, 20064
.3

Form of Registration Rights Agreement, dated December 13,
    2006, by and among United American Healthcare Corporation and
    certain investors

Exhibit 10.2 to Form 8-K filed December 15, 20064
.4

Loan and Security Agreement, dated March 31, 2009, as
    amended by the First Amendment to the Loan and Security, dated
    September 23, 2009, and by the Second Amendment to the Loan
    and Security Agreement, dated June 18, 2010, each by and
    between Fifth Third Bank and Pulse Systems, LLC

Exhibit 4.1 to Form 8-K filed June 24, 2010




---



##### Table of Contents



Exhibit



Incorporated Herein By

FiledNumber

Description of Document

Reference To

Herewith4
.5

Membership Interest Pledge Agreement, dated June 18, 2010,
    delivered by United American Healthcare Corporation to
    Fifth Third Bank

Exhibit 4.2 to Form 8-K filed June 24, 201010
.1**

Summary of Director Compensation





*10
.2

Contract #H6934, effective September 29, 2006, by and
    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,
    by and 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 and dated November 9, 2006

Exhibit 10.1 to Form 10-Q filed January 25, 200710
.5**

Amended and Restated United American Healthcare Corporation 1998
    Stock Option Plan





*10
.6**

Retention and Severance Agreement, dated October 30, 2008,
    by and 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,
    by and 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

Indemnification Agreement, dated October 30, 2008, by and
    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
.9

Indemnification Agreement, dated October 30, 2008, by and
    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
.10

Form of Indemnification Agreement, dated October 30, 2008,
    by and 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, 200810
.11**

Employment Agreement, dated August 28, 2009, by and between
    the United American Healthcare Corporation and Anita R.
    Davis.

Exhibit 10.1 to Form 8-K filed August 31, 200910
.12**

Employment Agreement, dated January 16, 2010, by and
    between United American Healthcare Corporation and William
    L. Dennis

Exhibit 10.1 to Form 8-K filed January 21, 201010
.13

Voting and Standstill Agreement, dated March 19, 2010, by
    and between United American Healthcare Corporation and St.
    George Investments, LLC

Exhibit 10.1 to Form 8-K filed March 22, 2010




---



##### Table of Contents



Exhibit



Incorporated Herein By

FiledNumber

Description of Document

Reference To

Herewith10
.14

Amendment to Voting and Standstill Agreement, dated June 7,
    2010, by and between United American Healthcare Corporation and
    St. George Investments, LLC

Exhibit 10.2 to Form 8-K filed June 24, 201010
.15

Agreement to Join the Voting and Standstill Agreement, dated
    June 7, 2010, by and among The Dove Foundation, United
    American Healthcare Corporation and St. George Investments, LLC

Exhibit 10.2 to Form 8-K filed June 24, 201010
.16

Acknowledgment and Waiver of Certain Provisions of the Voting
    and Standstill Agreement, dated June 18, 2010, by and among
    United American Healthcare Corporation, St. George Investments,
    LLC and The Dove Foundation

Exhibit 10.2 to Form 8-K filed June 24, 201010
.17**

Employment Agreement, dated July 24, 2007, by and between
    Pulse Systems, LLC and Herbert J. Bellucci

Exhibit 10.1 to Form 8-K filed June 24, 201021


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