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Document and Entity Information
9 Months Ended
Sep. 30, 2014
Mar. 12, 2015
Document and Entity Information [Abstract]
Entity Registrant Name UNITED AMERICAN HEALTHCARE CORP
Entity Central Index Key 0000867963
Current Fiscal Year End Date --12-31
Entity Well-known Seasoned Issuer No
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Filer Category Smaller Reporting Company
Entity Common Stock, Shares Outstanding 33,042,766
Document Fiscal Year Focus 2014
Document Fiscal Period Focus Q3
Document Type 10-Q
Amendment Flag false
Document Period End Date Sep 30, 2014
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Dec. 31, 2013
Current assets
Cash and cash equivalents $ 194 $ 335
Accounts receivable, net 915 483
Inventories 542 647
Prepaid expenses and other 137 117
Total current assets 1,788 1,582
Goodwill 10,228 10,228
Property and equipment, net 1,465 1,730
Other intangibles, net 1,089 1,413
Other assets 242 242
Total assets 14,812 15,195
Current liabilities
Put obligation on common stock 5,694 5,694
Redeemable preferred member units of subsidiary, current portion and net of discount 3,332 3,082
Long-term debt, current portion 2,404 1,150
Accounts payable 873 646
Accrued expenses 196 212
Other current liabilities 80 103
Total current liabilities 12,579 10,887
Long-term debt, less current portion 50 1,567
Deferred tax liability 301 301
Capital lease obligations, less current portion 103 163
Total liabilities 13,033 12,918
Commitments and contingencies      
Shareholders' equity
Preferred stock, 5,000,000 shares authorized; none issued 0 0
Common stock, no par,150,000,000 shares and 25,000,000 shares authorized at September 30, 2014 and December 31, 2013, respectively; 18,292,766 shares issued and outstanding at both September 30, 2014 and December 31, 2013. 19,064 19,064
Additional paid in capital 2,273 2,273
Accumulated deficit (19,558) (19,060)
Total shareholders' equity 1,779 2,277
Total liabilities and shareholders' equity $ 14,812 $ 15,195
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Shareholders' equity
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, no par (in dollars per share) $ 0 $ 0
Common stock, shares authorized (in shares) 150,000,000 25,000,000
Common stock, shares issued (in shares) 18,292,766 18,292,766
Common stock, shares outstanding (in shares) 18,292,766 18,292,766
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Contract manufacturing revenue $ 2,091 $ 1,824 $ 5,861 $ 6,479
Operating Expenses
Cost of contract manufacturing services 1,447 1,409 4,045 4,015
Marketing, general and administrative 782 649 2,236 2,018
Total operating expenses 2,229 2,058 6,281 6,033
Operating income (loss) (138) (234) (420) 446
Discount on preferred member units of subsidiary (84) (84) (251) (251)
Interest and other income (expense), net (25) (30) (89) (89)
Income (loss) from continuing operations, before income tax (247) (348) (760) 106
Income tax expense 0 0 0 0
Net income (loss) from continuing operations (247) (348) (760) 106
Discontinued Operations
Income from discontinued operations 1 5 262 6
Income tax expense from discontinued operations 0 0 0 0
Income from discontinued operations 1 5 262 6
Net Income (loss) $ (246) $ (343) $ (498) $ 112
Net income (loss) per common share - basic and diluted
Net income (loss) per common share (in dollars per share) $ (0.01) $ (0.02) $ (0.04) $ 0.01
Weighted average shares outstanding (in shares) 18,293 18,293 18,293 18,293
Net income (loss) per common share - basic and diluted
Net income per common share (in dollars per share) $ 0 $ 0 $ 0.01 $ 0
Weighted average shares outstanding (in shares) 18,293 18,293 18,293 18,293
Net income (loss) per common share - basic and diluted
Net income (loss) per common share (in dollars per share) $ (0.01) $ (0.02) $ (0.03) $ 0.01
Weighted average shares outstanding (in shares) 18,293 18,293 18,293 18,293
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Operating activities
Net income (loss) $ (498) $ 112
Less: Net income from discontinued operations 262 6
Net income (loss) from continuing operations (760) 106
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 596 598
Discount on preferred member units of subsidiary 251 251
Change in fair value of interest rate swap 1 (42)
Net changes in other operating assets and liabilities (160) 285
Net cash provided by (used in) operating activities of continuing operations (72) 1,198
Net cash provided by operating activities of discontinued operations 262 6
Net cash provided (used in) by operating activities 190 1,204
Investing activities
Proceeds from sale of equipment 19 0
Purchase of equipment (26) (541)
Net cash provided by (used) in investing activities by continuing operations (7) (541)
Net cash provided by investing activities by discontinued operations 0 0
Net cash provided by (used in) investing activities (7) (541)
Financing activities
Payments of long-term debt (900) (500)
Payments of affiliated debt (167) 0
Proceeds from affiliated debt 753 0
Proceeds from related party 300 0
Payments of line of credit (3,270) (1,843)
Proceeds from line of credit 3,020 1,993
Payments on capital lease obligation (60) (82)
Net cash used in financing activities by continuing operations (324) (432)
Net cash used in financing activities by discontinued operations 0 0
Net cash used in financing activities (324) (432)
Net increase (decrease) in cash and cash equivalents (141) 231
Cash and cash equivalents at beginning of period 335 70
Cash and cash equivalents at end of period 194 301
Supplemental disclosure of cash flow information:
Interest paid $ 93 $ 461
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DESCRIPTION OF BUSINESS
9 Months Ended
Sep. 30, 2014
DESCRIPTION OF BUSINESS [Abstract]
DESCRIPTION OF BUSINESS
NOTE 1 – DESCRIPTION OF BUSINESS
 
United American Healthcare Corporation (the “Company” or “UAHC”) was incorporated in Michigan on December 1, 1983 and commenced operations in May 1985.  On August 1, 2014, the Company converted from a Michigan corporation into a Nevada corporation (the “Conversion”). The Conversion was effected by the filing of a Certificate of Conversion with the Michigan Department of Licensing and Regulatory Affairs on July 28, 2014, and Articles of Conversion with the Nevada Secretary of State on July 30, 2014, in each case with an effectiveness date of August 1, 2014. The Conversion was approved by the shareholders of the Company at a meeting of the shareholders held on December 13, 2013. In connection with the Conversion, the Company also filed with the Nevada Secretary of State on July 30, 2014, a Plan of Conversion and Articles of Incorporation that are substantially identical to the proposed Plan of Conversion and Articles of Incorporation which were furnished as exhibits to the Company’s Definitive Proxy Statement on Schedule 14A filed on November 1, 2013.  In addition, the Bylaws of United American Healthcare Corporation, a Nevada corporation, are substantially identical to the proposed Bylaws which were furnished as exhibits to the Company’s Definitive Proxy Statement on Schedule 14A filed on November 1, 2013.
Since June 18, 2010, UAHC has provided contract manufacturing services to the medical device industry, with a focus on precision laser-cutting capabilities and the processing of thin-wall tubular metal components, sub-assemblies and implants, primarily in the cardiovascular market.  The contract manufacturing services are provided by the Company the Company's wholly-owned subsidiary, Pulse Systems, LLC (referred to as "Pulse Systems" or "Pulse".) See Note 4 for discussion of Pulse acquisition.

On August 22, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State, increasing the number of authorized shares of common stock of the Company to 150 million.Accordingly, Article 3 of the Articles of Incorporation of the Company has been amended to read:
"The total number of shares of capital stock that the Corporation is authorized to issue is One Hundred and Fifty Five Million (155,000,000) shares, of which (i) Five Million (5,000,000) shares are designated as preferred stock, par value $0.001 per share, and (ii) One Hundred and Fifty Million (150,000,000) shares are designated as common stock, par value $0.001 per share." 

From November 1993 to June 2009, the Company’s indirect, wholly owned subsidiary, UAHC Health Plan of Tennessee, Inc. (“UAHC-TN”), was a managed care organization in the TennCare program, a State of Tennessee program that provided medical benefits to Medicaid and working uninsured recipients.  From January 2007 to December 2009, UAHC-TN served as a Medicare Advantage qualified organization (the “Medicare contract”) pursuant to a contract with the Centers for Medicare & Medicaid Services (“CMS”).   See Note 5 for a discussion of Tennessee operations.
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BASIS OF PREPARATION
9 Months Ended
Sep. 30, 2014
BASIS OF PREPARATION [Abstract]
BASIS OF PREPARATION
NOTE 2 – BASIS OF PREPARATION
 
The accompanying unaudited condensed consolidated financial statements include the accounts of United American Healthcare Corporation, its wholly owned subsidiary, United American of Tennessee, Inc. (“UA-TN”) and its wholly owned subsidiary Pulse Systems, LLC. UAHC Health Plan of Tennessee, Inc. (formerly called OmniCare Health Plan, Inc.) (“UAHC-TN”) is a wholly owned subsidiary of UA-TN.  All significant intercompany transactions and balances have been eliminated in consolidation.

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

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

On February 14, 2014, the Company's Board of Directors adopted resolutions to change the Company's fiscal year end to December 31.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations and cash flows have been included.  The results of operations for the nine months are not necessarily indicative of the results of operations expected for the full year ended December 31, 2014 (“2014”) or for any other period. The accompanying interim unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements and related notes contained in our most recent annual report on Form 10-KT filed with the Securities and Exchange Commission (“SEC”) on April 16, 2014.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
a.
Goodwill.  Goodwill resulting from business acquisitions is carried at cost.  The carrying amount of goodwill is tested for impairment at least annually at the reporting unit level, as defined, and will only be reduced if it is found to be impaired or is associated with assets sold or otherwise disposed of.  There was no goodwill impairment charges recorded during the nine months ended September 30, 2014 or 2013.

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

Inventories consist of the following at September 30, 2014 and December 31, 2013, (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Raw materials
 
$
113
   
286
 
Work in process
  
401
   
319
 
Finished goods
  
28
   
42
 
 Inventories
 
$
542
   
647
 

c.
Other Intangibles.  Intangible assets are amortized over their estimated useful lives using the straight-line method.  The following is a summary of intangible assets subject to amortization as of September 30, 2014 and December 31, 2013, including the retroactive adjustments for final valuation of such intangible assets (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Customer list
 
$
2,927
  
$
2,927
 
Less: accumulated amortization
  
(1,838
)
 
$
(1,514
)
Other intangible assets, net
 
$
1,089
  
$
1,413
 

Amortization expense was $0.3 million for the nine months ended September 30, 2014 and 2013, respectively.

d.
Fair Value Measurements.  To prioritize the inputs the Company uses in measuring fair value, the Company applies a three-tier fair value hierarchy. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, reflects management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.  Determining which hierarchical level an asset or liability falls within requires significant judgment.  The Company evaluates its hierarchy disclosures each quarter.  The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of September 30, 2014 and December 31, 2014:

September 30, 2014
 
Fair Value Measurements
 
  
Level 1
  
Level 2
  
Level 3
  
Total
 
Liabilities
        
Put obligation on common stock
 
$
-
  
$
5,694
  
$
-
  
$
5,694
 

December 31, 2013
 
Fair Value Measurements
 
  
Level 1
  
Level 2
  
Level 3
  
Total
 
Liabilities
        
Put obligation on common stock
 
$
-
  
$
5,694
  
$
-
  
$
5,694
 
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ACQUISITION
9 Months Ended
Sep. 30, 2014
ACQUISITION [Abstract]
ACQUISITION
NOTE 4 – ACQUISITION

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

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

The Company finalized its valuation of all assets acquired during the nine months ended September 30, 2010, primarily related to long-lived tangible and intangible assets and restated the balance sheet at June 30, 2010 to reflect the final purchase price allocation.
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DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2014
DISCONTINUED OPERATIONS [Abstract]
DISCONTINUED OPERATIONS
NOTE 5 – DISCONTINUED OPERATIONS

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

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

During fiscal year 2011, the Company recognized a liability for certain costs associated with an exit or disposal activity and measured the liability initially at its fair value in the period in which the liability was incurred.  The costs recognized included employee termination benefits, lease termination and costs to relocate the Company’s facility. As of June 30, 2011, all amounts have been paid.

For all periods presented in the accompanying unaudited condensed consolidated statements of operations, the Companys managed care business is classified as discontinued operations.  Starting December 31, 2010, the Company reclassified the managed care services of UAHC-TN to discontinued operations based on the fact that the Company had performed substantially all of its contractual obligations.   There were no major classes of assets or liabilities related to discontinued operations. A summary of revenues and income from discontinued operations were as follows (in thousands):
  
For the Nine Months Ended
September 30,
 
  
2014
  
2013
 
Revenues
 
$
  
$
 
Income from discontinued operations, before income taxes
  
262
   
6
 
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NOTES PAYABLE
9 Months Ended
Sep. 30, 2014
NOTES PAYABLE [Abstract]
NOTES PAYABLE
NOTE 6 – NOTES PAYABLE

The Company’s long-term borrowings consist of the following at September 30, 2014, and December 31, 2013, respectively (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Notes payable to related party
  
1,867
   
1,567
 
Notes payable to affiliate
  
587
  
 
Notes payable to bank
 
   
900
 
Revolving loan
 
   
250
 
Total debt
  
2,454
   
2,717
 
Less: current portion
  
(2,404
)
  
(1,150
)
Total long-term debt
 
$
50
  
$
1,567
 

Following its acquisition by the Company, Pulse Systems was a party to that certain Loan and Security Agreement, as amended (the “Loan Agreement”), with Fifth Third Bank, which related to a revolving loan not to exceed $0.5 million and a term loan. Effective July 31, 2014, the Loan and Security Agreement between Fifth Third Bank and Pulse Systems was amended due to an event of default by the Company.  The amended agreement required repayment of the revolving loanand the term loan balances on or before August 15, 2014.

On August 15, 2014, Tonaquint, Inc., a Utah corporation (“Tonaquint”), entered into a Non-Recourse Loan Sale Agreement with Fifth Third Bank. Tonquint is an affiliate of John Fife, CEO, President, and Chairman of the Board of Directors of United American Healthcare Corporation. Pursuant to the terms of the Non-Recourse Loan Sale Agreement, Tonaquint purchased the debt that the Company owed to Fifth Third Bank for approximately $753,000 (includes principal, accrued interest and fees). The principal balances of the term loan and revolving loan as of the date of the sale were $333,333 and $405,299, respectively.   Term loan and revolving loan interest is payable to Tonaquint on a monthly basis.  The term loan interest is calculated based on LIBOR plus 4.00% and principal payments of $167,667 are due quarterly through December 31, 2014. The term loan effective interest rate is 4.19% as of September 30, 2014. The revolving loan interest is calculated based on LIBOR plus 3.75%  The Tonaquint revolving loan and Tonaquint term loan are both secured by a lien on all of the assets of Pulse Systems.  The Loan Agreement contains financial covenants.  At September 30, 2014, the Company was in default in certain financial covenants within the Loan Agreement. The Tonaquint revolving and term loans are in default.

At December 31, 2013, $0.3 million was outstanding under the Fifth Third Bank revolving loan and $0.9 million was outstanding under the Fifth Third Bank term loan.

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

On December 9, 2011, the Company issued a Promissory Note (the “Second Promissory Note”) in favor of St. George, in exchange for a loan in the amount of $300,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Second Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Second Promissory Note are due until the Second Promissory Note matures, which is on the earlier of (a) December 31, 2014, or (b) the date of (i) the sale of all or substantially all of the assets of the Company or Pulse Systems, (ii) the merger of the Company or Pulse Systems, LLC, or (iii) the sale of all or substantially all of the equity of the Company or Pulse Systems, LLC. Only upon an event of default (as defined in the Second Promissory Note), the holder of the Second Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Second Promissory Note into newly issued shares of common stock of the Company at an initial conversion price of $0.0226 per share.

On February 9, 2012, the Company issued a Promissory Note (the “Third Promissory Note”) in favor of St. George, in exchange for a loan in the amount of $350,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Third Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Third Promissory Note are due until the Third Promissory Note matures, which is on the earlier of (a) December 31, 2014, or (b) the date of (i) the sale of all or substantially all of the assets of the Company or Pulse Systems, (ii) the merger of the Company or Pulse Systems, LLC, or (iii) the sale of all or substantially all of the equity of the Company or Pulse Systems, LLC. Only upon an event of default (as defined in the Third Promissory Note), the holder of the Third Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Third Promissory Note into newly issued shares of common stock of the Company at an initial conversion price of $0.01903 per share.
On May 16, 2012, the Company issued a Promissory Note (the “Fourth Promissory Note”) in favor of St. George, in exchange for a loan in the amount of $75,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Fourth Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Fourth Promissory Note are due until the Fourth Promissory Note matures, which is on the earlier of (a) December 31, 2014, or (b) the date of (i) the sale of all or substantially all of the assets of the Company or Pulse Systems, (ii) the merger of the Company or Pulse Systems, LLC, or (iii) the sale of all or substantially all of the equity of the Company or Pulse Systems, LLC. Only upon an event of default (as defined in the Fourth Promissory Note), the holder of the Fourth Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Fourth Promissory Note into newly issued shares of common stock of the Company at an initial conversion price of $0.01793 per share.
On August 14, 2012,  The First, Second, Third and Fourth Promissory Notes were amended to make the indebtedness evidenced by each Promissory Note secured by a) all the assets of the Company, and b) all of the Company's ownership interest in Pulse pursuant to the terms of the St. George Pledge Agreement.

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

On October 10, 2012, the Company issued a Promissory Note (the "Sixth Promissory Note") in favor of St. George, a related party, in exchange for a loan in the amount of $50,000 made by St. George to the Company. The Company used the proceeds of the loan for working capital purposes. Interest on the Sixth Promissory Note accrues at an annual rate of 10%. No payments of principal or interest on the Sixth Promissory Note are due until the Sixth Promissory Note matures, which is on the earlier of (a) December 31, 2014, or (b) the date of (i) the sale of all or substantially all of the assets of the Company or Pulse Systems, (ii) the merger of the Company or Pulse Systems, LLC, or (iii) the sale of all or substantially all of the equity of the Company or Pulse Systems, LLC. Only upon an event of default (as defined in the Sixth Promissory Note), the holder of the Sixth Promissory Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Sixth Promissory Note into newly issued shares of common stock of the Company.  The conversion price is $0.004323 per share. On May 31, 2013, this note was assigned to The Dove Foundation, a charitable trust organized under the laws of Illinois (“Dove Foundation”), which is a principal shareholder of the Company.

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

If the Company issues any convertible security with a conversion price lower than that of the promissory notes issued by the Company to St. George, discussed above, the conversion prices for those promissory notes automatically reduces to the lower conversion price. Accordingly, the current conversion price for the Promissory Note, the Second Promissory Note, the Third Promissory Note, the Fourth Promissory Note, the Fifth Promissory Note and the Sixth Promissory Note is $0.004323 per share of the Company’s common stock. If the Company were to default on the promissory notes, and if St. George and Dove Foundation were then to elect to convert the $1,595,000 initial aggregate principal amount of the promissory notes, the Company would be obligated to issue to St. George 346,344,734 shares of common stock and Dove Foundation 11,566,042 shares of common stock. These share issuances would exceed  the number of the Company’s authorized shares of common stock that are available to be issued. An issuance of all of the Company’s remaining authorized but unissued shares of common stock to St. George would be highly dilutive to the other holders of the Company’s common stock.
The Company and St George entered into that certain Pledge and Security Agreement dated August 14, 2012 ("St George Pledge Agreement"), thereby providing that the Fifth Promissory Note is secured by all of the Company's ownership interests in its subsidiary, Pulse. The Fifth Promissory Note is also secured by all of the assets of the Company pursuant to that certain Security Agreement between the Company and St George dated August 14, 2012 ("St George Security Agreement").  St George required Pulse to guarantee repayment of the Fifth promissory Note and the Prior Notes, and to secure all such indebtedness by all of the assets of Pulse.  As such, Fifth Third Bank and St George entered into that certain Subordination Agreement dated August 17, 2012 ("Subordination Agreement"), thereby indicating that Fifth Third Bank was in a first lien position, and St George was in a subordinate lien position. St George was also required to execute that certain Membership Interest Pledge Agreement dated August 17, 2012, in favor of Fifth Third, thereby pledging to Fifth Third all of its preferred units in Pulse ("Preferred Unit Pledge Agreement").  Subsequent to Tonaquint’s August 15, 2014 purchase of the Company debt owed to Fifth Third Bank, Tonaquint became the first lien holder.

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

On July 7, 2014, Pulse Systems issued a Promissory Note in favor of Wacker Services Corp, an entity owned by Karl Fife, a board member of the Company, in exchange for a loan in the amount of $300,000. The loan was payable on September 30, 2014 with interest of 8% per annum. The loan was not paid by its maturity date and is in default.

Interest expense was approximately $0.1 million and $0.4 million for nine months ended September 30, 2014 and 2013, respectively.   There was no accrued interest as of September 30, 2014 and December 31, 2013.
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REDEEMABLE PREFERRED MEMBER UNITS
9 Months Ended
Sep. 30, 2014
REDEEMABLE PREFERRED MEMBER UNITS [Abstract]
REDEEMABLE PREFERRED MEMBER UNITS
NOTE 7 –REDEEMABLE PREFERRED MEMBER UNITS
 
In connection with the acquisition of Pulse, Pulse Systems also entered into a Redemption Agreement, dated June 18, 2010 (the “Redemption Agreement”), with Pulse Systems Corporation, the holder of all of the outstanding preferred units in Pulse Systems. The aggregate redemption price is $3.99 million for the preferred units, including the accrued but unpaid return on such units, which reflects a $0.83 million reduction from the actual outstanding amount as of the date of the agreement. In addition, the 14% dividend rate on the preferred units was eliminated, subject to reinstatement if there was a default. Failure to make any of the redemption payments would result in the increase of the redemption price for it preferred units by $0.83 million and a 14% per annum cumulative (but not compounded) return on the aggregate amounts of the unredeemed preferred units plus the $0.83 million commencing on the date of default. Pulse Systems Corporation agreed to the redemption of its preferred units over a two-year period, commencing with a cash payment made at closing of $1.75 million. On August 30, 2011, St. George Investments purchased the preferred stock held by Pulse Corporation in Pulse Systems, LLC. The obligations of Pulse Systems under the redemption agreement are subordinate to its obligations under the Loan Agreement and Pledge Agreement.

On January 1, 2012, Pulse Systems was in default of the Redemption Agreement. As a result, the $0.83 million reduction from the amount outstanding at June 18, 2010 was reinstated. In addition, 14% return on the preferred amount began from the default date of January 1, 2012. The redeemable preferred units were recorded in the September 30, 2014 and December 31, 2013 condensed balance sheets at a value of approximately $3.3 million and $3.1 million, respectively. The reported amounts are net of the 12% discount. The $83,000 impact of the default of the Redemption Agreement has been reflected in the consolidated statement of operations for the nine months ended September 30, 2014 and 2013, respectively.
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NET LOSS PER COMMON SHARE
9 Months Ended
Sep. 30, 2014
NET LOSS PER COMMON SHARE [Abstract]
NET LOSS PER COMMON SHARE
NOTE 8 – NET LOSS PER COMMON SHARE
Basic net loss per share excluding dilution has been computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed using the treasury stock method for outstanding stock options and warrants.  For the nine months ended September 30, 2014, the Company incurred a net loss.  Accordingly, no common stock equivalents for outstanding stock options and warrants have been included in the computation of diluted net loss per share for such periods as the impact would be anti-dilutive.
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COMPREHENSIVE LOSS
9 Months Ended
Sep. 30, 2014
COMPREHENSIVE LOSS [Abstract]
COMPREHENSIVE LOSS
NOTE 9 –COMPREHENSIVE LOSS
 
There were no other items of comprehensive income or loss, resulting in comprehensive income being the same amount as net income for the nine months ended September 30, 2014 and 2013.
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SHARE BASED COMPENSATION
9 Months Ended
Sep. 30, 2014
SHARED BASED COMPENSATION [Abstract]
SHARE BASED COMPENSATION
NOTE 10 –SHARE BASED COMPENSATION

The Company recognizes the compensation cost relating to share-based payment transactions in the Company's consolidated financial statements. That cost is measured based on the fair value of the equity instruments issued on the date of grant. There was no stock-based compensation expense for the nine months ended September 30, 2014 and 2013.
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RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2014
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS
NOTE 11 – RELATED PARTY TRANSACTIONS

Promissory Notes

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

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

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

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

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

On October 10, 2012, the Company issued a Promissory Note (the "Sixth Promissory Note") in favor of St. George in exchange for a loan in the amount of $50,000 made by St. George to the Company. This note was assigned to Dove Foundation on May 31, 2013.

On June 25, 2013, the Company issued 5,600,000 to St. George, at a price of $0.004323 per share, representing $24,208.80 of the outstanding balance of the Fifth Promissory Note.

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

On July 7, 2014, Pulse Systems issued a Promissory Note in favor of Wacker Services Corp.an entity owned by Karl Fife, a board member of the Company, in exchange for a loan in the amount of $300,000. The loan is payable on September 30, 2014 with interest of 8% per annum.

On August 15, 2014, Tonaquint, Inc., a Utah corporation (“Tonaquint”), entered into a Non-Recourse Loan Sale Agreement with Fifth Third Bank. Tonquint is an affiliate of John Fife, CEO, President, and Chairman of the Board of Directors of United American Healthcare Corporation. Pursuant to the terms of the Non-Recourse Loan Sale agreement, Tonaquint purchased the debt that the Company owed to Fifth Third Bank for approximately $753,000 (includes principal, accrued interest and fees).

See Note 6 "Notes Payable" and Note 15 “Subsequent Events” for additional discussion of the Promissory Notes discussed above.

Reimbursement Agreement

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

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

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

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

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

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

On November 14, 2012, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with various parties (collectively, the “Parties”), including Strategic Turnaround Equity Partners, L.P. (Cayman), a Cayman Islands limited partnership (“STEP”), Bruce R. Galloway (“Galloway”), St. George Investments, LLC, an Illinois limited liability company (“St. George”), John M. Fife (“Fife”), and several of their respective affiliates. St. George is controlled by Mr. John M. Fife, who is the Company’s Chairman, CEO and President.  Under the Settlement Agreement, the Company paid $125,410 to STEP on November 14, 2012.  The Company also agreed to assign to STEP the rights to the sale proceeds of certain artwork with a value of $58,500, of which the first installment and second installment totaling $22,500 were paid on November 14, 2012.  The Company also assigned to STEP the right to receive an aggregate amount of up to $41,500 in net proceeds from the sale of certain other artwork or from the release of money from an escrow account maintained with the State of Tennessee, whichever occurs first.  In exchange for these payments and assignments, which total $225,410, STEP, Galloway and their affiliates have released UAHC from making the $225,410 payment required under the Reimbursement Agreement. The Reimbursement Agreement calls for a payment of $41,500 from either sale of artwork or from release of money from an escrow account maintained with the State of Tennessee, whichever to occur first.  On July 31, 2014, the Company made a final settlement payment to STEP in the amount of $36,500. There are no additional amounts due under the Settlement Agreement.

Standstill Agreement

On March 19, 2010, the Company and St. George Investments, LLC (“St. George”), which on that date was a 23.13% owner of the Company, entered into a Voting and Standstill Agreement (the “Standstill Agreement”). See Note 12 for additional information on the Standstill Agreement.

Management Services Agreement
 
The Company paid expenses of $0 and $49,052 for the nine months ended September 30, 2014 and 2013, respectively, to Wacker Services Corp. an affiliate company, for reimbursements for consulting services, rent, and utilities of shared office space.
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COMMITMENT & CONTINGENCIES
9 Months Ended
Sep. 30, 2014
COMMITMENT & CONTINGENCIES [Abstract]
COMMITMENT & CONTINGENCIES
NOTE 12 – COMMITMENT & CONTINGENCIES
 
Standstill Agreement

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

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

In connection with the Fifth Amendment, St. George and Dove Foundation have agreed to forbear on exercising their rights to cause the Company to purchase their respective shares of the Company’s common stock, and the Company has agreed to postpone the “Put Commencement Date” (as defined in the Voting and Standstill Agreement) until October 1, 2014.  As a result, the “Put Exercise Period” (as defined in the Voting and Standstill Agreement) will end on March 30, 2015.  In addition, the Fifth Amendment deletes certain provisions in the Voting and Standstill Agreement which have become inapplicable or obsolete, such as proxy and standstill provisions, call options, preferred stock calls and board observation rights, and it revises the definition of “Conversion Shares” therein to include share of the Company’s common stock issuable upon conversion of any security or instrument issued by the Company, including any promissory note. See Note 15 – Subsequent Events for further information related to the Voting and Standstill Agreement.

Litigation
 
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business.

On April 21, 2014, UHY Advisors MI Inc. and UHY LLP ("UHY") filed a complaint against the Company for alleged breach of contract. UHY is seeking damages of approximately $102,000 from the company. See additional information related to the settlement of this claim in Note 15 – Subsequent Events.

To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company except for the following:
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RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS
9 Months Ended
Sep. 30, 2014
RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS [Abstract]
RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS
NOTE 13 – RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

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

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09 - Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. generally accepted accounting principles (GAAP). The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for the Company in the first quarter of 2017. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the potential effects of the adoption of this ASU on our financial statements.
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UNAUDITED SEGMENT FINANCIAL INFORMATION
9 Months Ended
Sep. 30, 2014
UNAUDITED SEGMENT FINANCIAL INFORMATION [Abstract]
UNAUDITED SEGMENT FINANCIAL INFORMATION
NOTE 14 – UNAUDITED SEGMENT FINANCIAL INFORMATION
Summarized financial information for the Company’s principal operations, for the nine months ended September 30, 2014 and 2013 and as of September 30, 2014 and December 31, 2013, is as follows (in thousands):
Nine Months Ended
September 30, 2014
 
Management Companies (1)
  
Contract Manufacturing Services (2)
  
Corporate & Eliminations
  
Consolidated Company
 
Revenue – external customers
 
$
  
$
5,861
  
$
  
$
5,861
 
Revenue – intersegment
  
   
   
   
 
Total revenue
 
$
  
$
5,861
  
$
  
$
5,861
 
Loss from continuing operations, before income taxes
 
$
(434
)
 
$
(326
)
 
$
  
$
(760
)
As of September 30, 2014
                
Segment assets
 
$
9,838
  
$
14,567
  
$
(9,593
)
 
$
14,812
 

Nine Months Ended
September 30, 2013
 
Management Companies (1)
  
Contract Manufacturing Services (2)
  
Corporate & Eliminations
  
Consolidated Company
 
Revenue – external customers
 
$
  
$
6,479
  
$
  
$
6,479
 
Revenue – intersegment
  
   
   
     
Total revenue
 
$
  
$
6,479
  
$
  
$
6,479
 
Earnings (loss) from continuing operations, before income taxes
 
$
(397
)
 
$
503
  
$
  
$
106
 
As of December 31, 2013
                
Segment assets
 
$
10,186
  
$
14,944
  
$
(9,935
)
 
$
15,195
 
1)
Management Companies: United American Healthcare Corporation and United American of Tennessee, Inc.
2)
Pulse Systems: Provider of Contract Manufacturing Services to the medical device industry
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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2014
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS
NOTE 15 – SUBSEQUENT EVENTS
The Company has performed a review of events subsequent to the balance sheet date.
On October 24, 2014, St. George elected to convert $55,118.25 of the outstanding balance of the Secured Promissory Note issued by the Company to St. George on August 14, 2012, as disclosed in the Current Report on Form 8-K filed by the Company on August 27, 2012, at the conversion price of $0.004323 per share, whereupon the Company issued 12,750,000 shares of its common stock to St. George.

On October 24, 2014, 2014, Dove Foundation elected to convert $8,646.00 of the outstanding balance of the Unsecured Promissory Note issued by the Company to St. George on October 10, 2012, as disclosed in the Quarterly Report on Form 10-Q filed by the Company on November 9, 2012, and transferred by St. George to Dove Foundation on May 31, 2013, pursuant to a Contribution and Assignment Agreement, as disclosed in the Schedule 13D filed by Dove Foundation on July 9, 2013, at the conversion price of $0.004323 per share, whereupon the Company issued 2,000,000 shares of its common stock to Dove.
 
On October 27, 2014, the Company entered into a Sixth Amendment to Voting and Standstill Agreement (the "Sixth Amendment") with St. George and Dove Foundation. St. George is an affiliate of John M. Fife, who is the President, CEO, Chairman, and controlling shareholder of the Company.
 
The Sixth Amendment further amends the Voting and Standstill Agreement dated March 19, 2010, between the Company and St. George, which was previously amended by: (i) the Amendment to Voting and Standstill Agreement dated June 7, 2010; (ii) the Agreement to Join the Voting and Standstill Agreement by Dove dated June 7, 2010; (iii) the acknowledgment and Waiver of Certain Provisions of the Voting and Standstill Agreement dated June 18, 2010; (iv) the Second Amendment to Voting and Standstill Agreement dated November 3, 2011; (v) the Third Amendment to Voting and Standstill Agreement dated May 15, 2012; (vi) the Fourth Amendment to Voting and Standstill Agreement dated January 10, 2013; and (vii) the Fifth Amendment to the Voting and Standstill Agreement dated October 9, 2013 (as so amended, the "Voting and Standstill Agreement").
In connection with the Sixth Amendment, St. George and Dove Foundation have agreed to forbear on exercising their rights to cause the Company to purchase their respective shares of the Company's common stock, and the Company has agreed to postpone the "Put Commencement Date" (as defined in the Voting and Standstill Agreement) until April 1, 2015. As a result, the "Put Exercise Period") (as defined in the Voting and Standstill Agreement) will commence on April 1, 2014, and end on September 30, 2015.

On April 21, 2014, UHY Advisors MI Inc. and UHY LLP ("UHY") filed a complaint against the Company for alleged breach of contract.  UHY was seeking damages of approximately $102,000 from the company. On October 21, 2014, UHY and the Company signed a Settlement Agreement which required the Company to make a payment of $57,500 to UHY on or before October 31, 2014.  The payment was made and the complaint has been dismissed.
On December 31, 2014, the Promissory Note, the Second Promissory Note, the Third Promissory Note, the Fourth Promissory Note, the Fifth Promissory Note and the Sixth Promissory Note reached their maturity date. The Company was unable to pay these promissory notes by their maturity date and these notes are now in default. Additionally, these payment defaults triggered a default under the Seventh Promissory Note.
By agreements dated September 11, 2014 and January 9, 2015, UAHC and its subsidiary, Pulse Systems, LLC ("Pulse"), reached final settlements in lawsuits against Aduro Corporation (d/b/a Aduro Laser), Grayson Beck, Demian Backs, and Vince Barletta (collectively, "settling parties").  Previously in 2013, Pulse obtained a Temporary Restraining Order against the same parties for misappropriation of trade secrets, unfairly competition, and unauthorized use of Pulse's confidential information.  Under the terms of the settlement agreements, which are confidential, the settling parties have continuing obligations to UAHC and Pulse.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Goodwill
a.
Goodwill.  Goodwill resulting from business acquisitions is carried at cost.  The carrying amount of goodwill is tested for impairment at least annually at the reporting unit level, as defined, and will only be reduced if it is found to be impaired or is associated with assets sold or otherwise disposed of.  There was no goodwill impairment charges recorded during the nine months ended September 30, 2014 or 2013.
Inventories
b.
Inventories. Inventories are valued at the lower of cost, on a first-in, first-out method, or market. Work in process and finished goods include materials, labor and allocated overhead.

Inventories consist of the following at September 30, 2014 and December 31, 2013, (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Raw materials
 
$
113
   
286
 
Work in process
  
401
   
319
 
Finished goods
  
28
   
42
 
 Inventories
 
$
542
   
647
 
Other Intangibles
c.
Other Intangibles.  Intangible assets are amortized over their estimated useful lives using the straight-line method.  The following is a summary of intangible assets subject to amortization as of September 30, 2014 and December 31, 2013, including the retroactive adjustments for final valuation of such intangible assets (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Customer list
 
$
2,927
  
$
2,927
 
Less: accumulated amortization
  
(1,838
)
 
$
(1,514
)
Other intangible assets, net
 
$
1,089
  
$
1,413
 

Amortization expense was $0.3 million for the nine months ended September 30, 2014 and 2013, respectively.
Fair Value Measurements
d.
Fair Value Measurements.  To prioritize the inputs the Company uses in measuring fair value, the Company applies a three-tier fair value hierarchy. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, reflects management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.  Determining which hierarchical level an asset or liability falls within requires significant judgment.  The Company evaluates its hierarchy disclosures each quarter.  The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of September 30, 2014 and December 31, 2014:

September 30, 2014
 
Fair Value Measurements
 
  
Level 1
  
Level 2
  
Level 3
  
Total
 
Liabilities
        
Put obligation on common stock
 
$
-
  
$
5,694
  
$
-
  
$
5,694
 

December 31, 2013
 
Fair Value Measurements
 
  
Level 1
  
Level 2
  
Level 3
  
Total
 
Liabilities
        
Put obligation on common stock
 
$
-
  
$
5,694
  
$
-
  
$
5,694
 
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Schedule of inventories
Inventories consist of the following at September 30, 2014 and December 31, 2013, (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Raw materials
 
$
113
   
286
 
Work in process
  
401
   
319
 
Finished goods
  
28
   
42
 
 Inventories
 
$
542
   
647
 
Summary of intangible assets subject to amortization
c.
Other Intangibles.  Intangible assets are amortized over their estimated useful lives using the straight-line method.  The following is a summary of intangible assets subject to amortization as of September 30, 2014 and December 31, 2013, including the retroactive adjustments for final valuation of such intangible assets (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Customer list
 
$
2,927
  
$
2,927
 
Less: accumulated amortization
  
(1,838
)
 
$
(1,514
)
Other intangible assets, net
 
$
1,089
  
$
1,413
 
Financial instruments measured at fair value on a recurring basis
d.
Fair Value Measurements.  To prioritize the inputs the Company uses in measuring fair value, the Company applies a three-tier fair value hierarchy. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, reflects management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.  Determining which hierarchical level an asset or liability falls within requires significant judgment.  The Company evaluates its hierarchy disclosures each quarter.  The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of September 30, 2014 and December 31, 2014:

September 30, 2014
 
Fair Value Measurements
 
  
Level 1
  
Level 2
  
Level 3
  
Total
 
Liabilities
        
Put obligation on common stock
 
$
-
  
$
5,694
  
$
-
  
$
5,694
 

December 31, 2013
 
Fair Value Measurements
 
  
Level 1
  
Level 2
  
Level 3
  
Total
 
Liabilities
        
Put obligation on common stock
 
$
-
  
$
5,694
  
$
-
  
$
5,694
 
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DISCONTINUED OPERATIONS (Tables)
9 Months Ended
Sep. 30, 2014
DISCONTINUED OPERATIONS [Abstract]
Summary of revenues and income from discontinued operations
A summary of revenues and income from discontinued operations were as follows (in thousands):
  
For the Nine Months Ended
September 30,
 
  
2014
  
2013
 
Revenues
 
$
  
$
 
Income from discontinued operations, before income taxes
  
262
   
6
 
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NOTES PAYABLE (Tables)
9 Months Ended
Sep. 30, 2014
NOTES PAYABLE [Abstract]
Long-term borrowings
The Company’s long-term borrowings consist of the following at September 30, 2014, and December 31, 2013, respectively (in thousands):

  
September 30,
  
December 31,
 
  
2014
  
2013
 
Notes payable to related party
  
1,867
   
1,567
 
Notes payable to affiliate
  
587
  
 
Notes payable to bank
 
   
900
 
Revolving loan
 
   
250
 
Total debt
  
2,454
   
2,717
 
Less: current portion
  
(2,404
)
  
(1,150
)
Total long-term debt
 
$
50
  
$
1,567
 
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UNAUDITED SEGMENT FINANCIAL INFORMATION (Tables)
9 Months Ended
Sep. 30, 2014
UNAUDITED SEGMENT FINANCIAL INFORMATION [Abstract]
Summarized financial information of the entity's continuing operations
Summarized financial information for the Company’s principal operations, for the nine months ended September 30, 2014 and 2013 and as of September 30, 2014 and December 31, 2013, is as follows (in thousands):
Nine Months Ended
September 30, 2014
 
Management Companies (1)
  
Contract Manufacturing Services (2)
  
Corporate & Eliminations
  
Consolidated Company
 
Revenue – external customers
 
$
  
$
5,861
  
$
  
$
5,861
 
Revenue – intersegment
  
   
   
   
 
Total revenue
 
$
  
$
5,861
  
$
  
$
5,861
 
Loss from continuing operations, before income taxes
 
$
(434
)
 
$
(326
)
 
$
  
$
(760
)
As of September 30, 2014
                
Segment assets
 
$
9,838
  
$
14,567
  
$
(9,593
)
 
$
14,812
 

Nine Months Ended
September 30, 2013
 
Management Companies (1)
  
Contract Manufacturing Services (2)
  
Corporate & Eliminations
  
Consolidated Company
 
Revenue – external customers
 
$
  
$
6,479
  
$
  
$
6,479
 
Revenue – intersegment
  
   
   
     
Total revenue
 
$
  
$
6,479
  
$
  
$
6,479
 
Earnings (loss) from continuing operations, before income taxes
 
$
(397
)
 
$
503
  
$
  
$
106
 
As of December 31, 2013
                
Segment assets
 
$
10,186
  
$
14,944
  
$
(9,935
)
 
$
15,195
 
1)
Management Companies: United American Healthcare Corporation and United American of Tennessee, Inc.
2)
Pulse Systems: Provider of Contract Manufacturing Services to the medical device industry
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DESCRIPTION OF BUSINESS (Details) (USD $)
Sep. 30, 2014
Aug. 22, 2014
Dec. 31, 2013
DESCRIPTION OF BUSINESS [Abstract]
Capital stock authorized (in shares) 155,000,000
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000 5,000,000
Preferred stock, par value (in dollars per share) $ 0.001
Common stock, shares authorized (in shares) 150,000,000 150,000,000 25,000,000
Common stock, par value (in dollars per share) $ 0.001
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Dec. 31, 2013
Goodwill [Abstract]
Goodwill impairment $ 0 $ 0
Inventories [Abstract]
Raw materials 113,000 286,000
Work in process 401,000 319,000
Finished goods 28,000 42,000
Inventories 542,000 647,000
Other Intangibles [Abstract]
Customer list 2,927,000 2,927,000
Less: accumulated amortization (1,838,000) (1,514,000)
Other intangible assets, net 1,089,000 1,413,000
Amortization expense 300,000 300,000
Put option on common stock [Member] | Recurring [Member]
Liabilities [Abstract]
Derivative financial instrument 5,694,000 5,694,000
Put option on common stock [Member] | Level 1 [Member] | Recurring [Member]
Liabilities [Abstract]
Derivative financial instrument 0 0
Put option on common stock [Member] | Level 2 [Member] | Recurring [Member]
Liabilities [Abstract]
Derivative financial instrument 5,694,000 5,694,000
Put option on common stock [Member] | Level 3 [Member] | Recurring [Member]
Liabilities [Abstract]
Derivative financial instrument $ 0 $ 0
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ACQUISITION (Details) (USD $)
0 Months Ended 12 Months Ended
Jul. 12, 2010
Jun. 18, 2010
Jun. 30, 2010
Jun. 18, 2010
Business Acquisition [Line Items]
UAHC common stock (in shares) 1,608,039
UAHC common stock $ 884,000 $ 1,600,000 $ 1,050,000
Redemption of preferred stock under business acquisition 1,750,000 1,750,000
Remaining preferred units redemption period (in years) 2 years
Payment on outstanding term loan 750,000
Pulse [Member]
Business Acquisition [Line Items]
Percentage of common units and warrants purchase of Pulse (in hundredths) 100.00% 100.00%
Total Consideration 9,460,000
Cash paid at closing 3,400,000
Note payable 1,750,000 1,750,000
Obligation for estimated purchase price adjustment 210,364 210,364
Funding obligations 2,500,000 2,500,000
Term loan assumed 4,250,000 4,250,000
Redemption amount of preferred unit 3,990,000 3,990,000
Total funding for remaining redemption payments $ 2,240,000 $ 2,240,000
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DISCONTINUED OPERATIONS (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Summary of revenues and income loss from discontinued operations [Abstract]
Revenues $ 0 $ 0
Income from discontinued operations, before income taxes $ 262 $ 6
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NOTES PAYABLE (Details) (USD $)
9 Months Ended 0 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Aug. 15, 2014
Jun. 25, 2013
Sep. 28, 2011
Dec. 09, 2011
Feb. 09, 2012
May 16, 2012
Oct. 10, 2012
Oct. 10, 2013
Dec. 31, 2013
Jul. 07, 2014
Aug. 14, 2012
Debt Instrument [Line Items]
Interest expense $ 100,000 $ 400,000
Accrued interest 0 0
Long-term borrowings [Abstract]
Total debt 2,454,000 2,717,000
Less: current portion (2,404,000) (1,150,000)
Total long-term debt 50,000 1,567,000
Fifth Third Bank [Member]
Line of Credit Facility [Line Items]
Amount Outstanding 753,000
Revolving loan [Member] | Fifth Third Bank [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity 500,000
Amount outstanding 405,299 300,000
Description of variable rate basis LIBOR plus 3.75% LIBOR plus 3.75%
Basis spread on variable rate (in hundredths) 3.75% 3.75%
Term Loan [Member] | Fifth Third Bank [Member]
Line of Credit Facility [Line Items]
Amount outstanding 333,333 900,000
Description of variable rate basis LIBOR plus 4.00%
Basis spread on variable rate (in hundredths) 4.00%
Quarterly principal payment 167,667
Effective interest rate (in hundredths) 4.19%
Fifth Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Outstanding balance paid 24,208.8
Revolving loan [Member]
Long-term borrowings [Abstract]
Total debt 0 250,000
Notes Payable to Related Party [Member]
Long-term borrowings [Abstract]
Total debt 1,867,000 1,567,000
Notes Payable to Affiliate [Member]
Long-term borrowings [Abstract]
Total debt 587,000 0
Notes Payable to Banks [Member]
Long-term borrowings [Abstract]
Total debt 0 900,000
Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Principal amount of loan 1,595,000 400,000
Interest rate on convertible note (in hundredths) 10.00%
Initial conversion price (in dollars per share) $ 0.0447
Conversion price (in dollars per share) $ 0.004323
Stock issued upon conversion of convertible notes (in shares) 346,344,734
Date of Maturity Dec 31, 2014
Promissory Note [Member] | Dove Foundation [Member]
Debt Instrument [Line Items]
Stock issued upon conversion of convertible notes (in shares) 11,566,042
Promissory Note [Member] | Wacker Services, Inc. [Member]
Debt Instrument [Line Items]
Principal amount of loan 300,000
Interest rate on convertible note (in hundredths) 8.00%
Promissory Note [Member] | Second Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Principal amount of loan 300,000
Interest rate on convertible note (in hundredths) 10.00%
Initial conversion price (in dollars per share) $ 0.0226
Conversion price (in dollars per share) $ 0.004323
Date of Maturity Dec 31, 2014
Promissory Note [Member] | Third Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Principal amount of loan 350,000
Interest rate on convertible note (in hundredths) 10.00%
Initial conversion price (in dollars per share) $ 0.01903
Conversion price (in dollars per share) $ 0.004323
Date of Maturity Dec 31, 2014
Promissory Note [Member] | Fourth Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Principal amount of loan 75,000
Interest rate on convertible note (in hundredths) 10.00%
Initial conversion price (in dollars per share) $ 0.01793
Conversion price (in dollars per share) $ 0.004323
Date of Maturity Dec 31, 2014
Promissory Note [Member] | Fifth Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Outstanding balance paid 24,208.8
Principal amount of loan 370,000
Initial conversion price (in dollars per share) $ 0.010277667
Conversion price (in dollars per share) $ 0.004323 $ 0.004323
Stock issued upon conversion of convertible notes (in shares) 5,600,000
Promissory Note [Member] | Sixth Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Principal amount of loan 50,000
Interest rate on convertible note (in hundredths) 10.00%
Initial conversion price (in dollars per share) $ 0.004323
Conversion price (in dollars per share) $ 0.004323
Date of Maturity Dec 31, 2014
Promissory Note [Member] | Sixth Promissory Note [Member] | Dove Foundation [Member]
Debt Instrument [Line Items]
Outstanding balance paid 3,782.63
Conversion price (in dollars per share) $ 0.004323
Stock issued upon conversion of convertible notes (in shares) 875,000
Promissory Note [Member] | Seventh Promissory Note [Member] | St. George [Member]
Debt Instrument [Line Items]
Principal amount of loan $ 50,000
Interest rate on convertible note (in hundredths) 10.00%
Initial conversion price (in dollars per share) $ 0.09614
Date of Maturity Dec 31, 2015
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REDEEMABLE PREFERRED MEMBER UNITS (Details) (USD $)
0 Months Ended 9 Months Ended 12 Months Ended
Jun. 18, 2010
Sep. 30, 2014
Jun. 30, 2010
Dec. 31, 2013
Sep. 30, 2013
REDEEMABLE PREFERRED MEMBER UNITS [Abstract]
Date of redemption agreement Jun 18, 2010
Aggregate redemption amount $ 3,990,000
Accrued return on preferred units 830,000
Rate of dividend on preferred units (in hundredths) 14.00%
Increase in redemption price 830,000
Percentage of return on unredeemed units (in hundredths) 14.00%
Redemption period of preferred units 2 years
Cash payment at closing 1,750,000
Value of redeemable preferred member units 3,300,000 3,100,000
Interest rate used (in hundredths) 12.00%
Impact of default on redemption agreement $ 83,000 $ 83,000
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SHARE BASED COMPENSATION (Details) (USD $)
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
SHARED BASED COMPENSATION [Abstract]
Share-based compensation expense $ 0 $ 0
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RELATED PARTY TRANSACTIONS (Details) (USD $)
0 Months Ended 9 Months Ended 0 Months Ended
Jul. 31, 2014
Jun. 25, 2013
Sep. 30, 2014
Sep. 30, 2013
Nov. 14, 2012
Jun. 23, 2011
Aug. 15, 2014
Jun. 27, 2011
Jun. 24, 2011
Mar. 19, 2010
Sep. 28, 2011
Dec. 09, 2011
Feb. 09, 2012
May 16, 2012
Aug. 14, 2012
Oct. 10, 2012
Oct. 10, 2013
Jul. 07, 2014
Settlement agreement [Member]
New Settlement Agreement and Mutual Release [Abstract]
Settlement and release payment $ 36,500
Fifth Third Bank [Member]
Convertible Note [Abstract]
Purchase of debt 753,000
St. George [Member]
Reimbursement Agreement [Abstract]
Payment made in connection with proxy contest 225,409
Common stock purchased from other affiliates (in shares) 774,151
Price of common stock (in dollars per share) $ 0.20112
Total purchase price of stock 155,697
Standstill Agreement [Abstract]
Ownership percentage (in hundredths) 23.13%
St. George [Member] | Promissory Note [Member]
Convertible Note [Abstract]
Promissory note amount 400,000
St. George [Member] | Second Promissory Note [Member]
Convertible Note [Abstract]
Promissory note amount 300,000
St. George [Member] | Third Promissory Note [Member]
Convertible Note [Abstract]
Promissory note amount 350,000
St. George [Member] | Fourth Promissory Note [Member]
Convertible Note [Abstract]
Promissory note amount 75,000
St. George [Member] | Fifth Promissory Note [Member]
Convertible Note [Abstract]
Promissory note amount 370,000
Shares issued (in shares) 5,600,000
Price per share (in dollars per share) $ 0.004323
Outstanding balance paid 24,208.8
St. George [Member] | Sixth Promissory Note [Member]
Convertible Note [Abstract]
Promissory note amount 50,000
St. George [Member] | Seventh Promissory Note [Member]
Convertible Note [Abstract]
Promissory note amount 50,000
Wacker Services, Inc. [Member]
Management Services Agreement [Abstract]
Consulting services and reimbursements for rent, insurance and utilities 0 49,052
Wacker Services, Inc. [Member] | Promissory Note [Member]
Convertible Note [Abstract]
Loan amount 300,000
Interest rate on loan amount (in hundredths) 8.00%
Settlement parties [Member]
Reimbursement Agreement [Abstract]
Total payments made in connection with settlement of litigation 125,410
Assigned proceeds from the sale of artwork 41,500
Value of artwork assigned in settlement 58,500
Settlement parties [Member] | First and second installments [Member]
Reimbursement Agreement [Abstract]
Total payments made in connection with settlement of litigation 22,500
St George, UAHC and Step [Member]
Reimbursement Agreement [Abstract]
Payments made in connection with settlement of litigation 5,000
Total payments made in connection with settlement of litigation 10,000
Number of years the conditions are to be complied 20 years
Reimbursement in respect of proxy contest for election of directors 225,409
Aggregate amount of reimbursement in respect of proxy contest for election 450,819
Due to affiliate in connection with proxy contest 225,409
Minimum receipt from escrow held in State of Tennessee $ 225,409
St George, UAHC and Step [Member] | Reimbursement Agreement [Member]
Reimbursement Agreement [Abstract]
Period within which entity's common stock is sold in open market 30 days
Period of restriction to purchase of stock 20 years
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COMMITMENT & CONTINGENCIES (Details) (USD $)
0 Months Ended
Apr. 21, 2014
Mar. 19, 2010
St. George [Member]
Loss Contingencies [Line Items]
Percentage of beneficial ownership (in hundredths) 23.13%
UHY [Member]
Loss Contingencies [Line Items]
Damages from breach of contract $ 102,000
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UNAUDITED SEGMENT FINANCIAL INFORMATION (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenue $ 5,861 $ 6,479
Earnings (loss) from continuing operations, before income taxes (760) 106
Segment assets 14,812 15,195
Management Companies [Member]
Segment Reporting Information [Line Items]
Revenue 0 [1] 0 [1]
Contract Manufacturing Services [Member]
Segment Reporting Information [Line Items]
Revenue 5,861 [2] 6,479 [2]
Operating Segments [Member] | Management Companies [Member]
Segment Reporting Information [Line Items]
Revenue 0 [1] 0 [1]
Earnings (loss) from continuing operations, before income taxes (434) [1] (397) [1]
Segment assets 9,838 [1] 10,186 [1]
Operating Segments [Member] | Contract Manufacturing Services [Member]
Segment Reporting Information [Line Items]
Revenue 5,861 [2] 6,479 [2]
Earnings (loss) from continuing operations, before income taxes (326) [2] 503 [2]
Segment assets 14,567 [2] 14,944 [2]
Corporate and Eliminations [Member]
Segment Reporting Information [Line Items]
Revenue 0 0
Earnings (loss) from continuing operations, before income taxes 0 0
Segment assets (9,593) (9,935)
Corporate and Eliminations [Member] | Management Companies [Member]
Segment Reporting Information [Line Items]
Revenue 0 [1] 0 [1]
Corporate and Eliminations [Member] | Contract Manufacturing Services [Member]
Segment Reporting Information [Line Items]
Revenue $ 0 [2] $ 0 [2]
[1] Management Companies: United American Healthcare Corporation and United American of Tennessee, Inc.
[2] Pulse Systems: Provider of Contract Manufacturing Services to the medical device industry
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SUBSEQUENT EVENTS (Details) (USD $)
0 Months Ended
Apr. 21, 2014
Sep. 30, 2014
Dec. 31, 2013
Oct. 24, 2014
Subsequent Event [Line Items]
Common stock, shares issued (in shares) 18,292,766 18,292,766
Subsequent Event [Member] | St. George [Member]
Subsequent Event [Line Items]
Outstanding balance of promissory note $ 55,118.25
Conversion price (in dollars per share) $ 0.004323
Common stock, shares issued (in shares) 12,750,000
Subsequent Event [Member] | Dove [Member]
Subsequent Event [Line Items]
Outstanding balance of promissory note 8,646
Conversion price (in dollars per share) $ 0.004323
Common stock, shares issued (in shares) 2,000,000
Subsequent Event [Member] | UHY [Member]
Subsequent Event [Line Items]
Seeking damages 102,000
Damages paid $ 57,500
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