UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Health Professionals Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 42219J206
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Werner Leu, c/o UFH Endowment Ltd.
Drescheweg 2, Postfach 828
FL-9490 Vaduz/Liechtenstein
011-4175-237-7300
(Date of Event which Requires Filing of this Statement)
July 1, 1997
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this statement. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.: 42219J206
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
UFH Endowment Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
Liechtenstein
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
596,840
8. Shared Voting Power:
0
9. Sole Dispositive Power:
596,840
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
596,840
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
10.9%
14. Type of Reporting Person
CO
The purpose of this Schedule 13D is to report the ownership of UFH Endowment
Ltd. in the common stock (the "Shares") of Health Professionals Inc. (the
"Issuer") of more than 5% of the Shares outstanding.
Item 1. Security and Issuer
Class and Title of Security: Common Stock
The name and address of the principal executive and business office of the
Issuer is:
Health Professionals Inc.
515 East Las Olas Boulevard, Suite 1600
Ft. Lauderdale, FL 33301
Item 2. Identity and Background
This statement is being filed on behalf of UFH Endowment Ltd. (the "Reporting
Person"). The Reporting Person is a corporation organized in Vaduz,
Liechtenstein for the purpose of investing in real estate and securities. The
principal business address of the Reporting Person is Drescheweg 2, Postfach 828
FL-9490 Vaduz/Liechtenstein.
The Reporting Person has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). The
Reporting Person has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to beneficially own
596,840 Shares. All of the Shares were acquired or may be acquired through the
conversion of convertible debenture securities of the Issuer held by the
Reporting Person. The debentures were purchased for an aggregate purchase price
of $700,000.00. No funds were borrowed to purchase any of the Shares.
Item 4. Purpose of Transactions
The Shares deemed to be beneficially owned by the Reporting Person were acquired
for, and are being held for, investment purposes. The Reporting Person has no
plan or proposal which relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to be the beneficial owner
of 596,840 Shares. Based on the Issuer's filing on Form 10-Q on August 19, 1997,
as of July 31, 1997 there were 5,485,000 Shares outstanding. Therefore, the
Reporting Person is deemed to beneficially own 10.9% of the outstanding Shares.
The Reporting Person has the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that he is deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Person has no contract, arrangement, understanding or relationship
with any person with respect to the Shares.
Signature
The undersigned, after reasonable inquiry and to the best of his knowledge and
belief, certify that the information set forth in this statement is true,
complete and correct.
/s/Werner Leu
______________________
Werner Leu
