**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        DC 20549
 
 **FORM
        10-QSB/A**
 
 [X]
              Quarterly
                  Report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934For
                  the quarterly period endedMarch
                  31, 2005[
                  ]
              Transition
                  Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                  1934For
                  the transition period________to
                  ________Commission
                  File Number:000-27621
 
 United
        American Corporation
 (Exact
        name of small business issuer as specified in its charter)
 
 Florida
              95-4720231(State
                  or other jurisdiction of incorporation or organization)
              (IRS
                  Employer Identification No.)
  1080
                  Beaver Hall, Suite 1555, Montreal, Quebec, Canada H2Z
                  1S8(Address
                  of principal executive offices)
 
 514-313-6010(Issuer’s
                  telephone number)_______________________________________________________________(Former
                  name, former address and former fiscal year, if changed since last
                  report)
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
        (or
        for such shorter period that the issuer was required to file such reports),
        and
        (2) has been subject to such filing requirements for the past 90 days [X]
        Yes [
        ] No
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). [ ] Yes [X] No
 
 State
        the
        number of shares outstanding of each of the issuer’s classes of common stock, as
        of the latest practicable date: 49,969,985 Common Shares as of April 6,
        2006
 
 Transitional
        Small Business Disclosure Format (check one): Yes [ ] No [X]
 
  1
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            of Contents
  TABLE
                  OF CONTENTS
              PagePART
                  I - FINANCIAL INFORMATIONItem
                  1:
              Financial
                  Statements
              4Item
                  2:
              Management’s
                  Discussion and Analysis
              5Item
                  3:
              Controls
                  and Procedures
              13PART
                  II - OTHER INFORMATIONItem
                  1:
              Legal
                  Proceedings
              14Item
                  2:
              Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds
              14Item
                  3:
              Defaults
                  Upon Senior Securities
              14Item
                  4:
              Submission
                  of Matters to a Vote of Security
                  Holders
              14Item
                  5:
              Other
                  Information
              14Item
                  6:
              Exhibits
              14
 
 **Explanatory
        Note**
 
 In
        our
        quarterly report on Form 10-QSB for the period ended March
        31,
        2005 filed with the Securities and Exchange Commission on May 24, 2005, we
        erred
        by failing to properly account for shares of common stock issued between
        July 1,
        2003 and December 31, 2003 when compiling the Statement of Stockholder’s
        Deficiency for the year ended December 31, 2003 and the Consolidated Balance
        Sheet as of December 31, 2003. Consequently, the Condensed Consolidated Balance
        Sheet as of March 31, 2005 was inaccurate as a result of this
        error.
 
 We
        erred
        by failing to properly include on the Condensed Consolidated Balance Sheet
        as of
        March 31, 2005 capital assets acquired pursuant to the share exchange agreement
        entered into with 3874958 Canada Inc. on July 18, 2003. Therefore, the Condensed
        Consolidated Balance Sheet as of March 31, 2005 was inaccurate as a result
        of
        this error.
 
 We
        erred
        by failing to include in the condensed consolidated financial statements
        for the
        three months ended March 31, 2005 financial information from the operations
        of
        our subsidiary, 3894517 Canada Inc. 3894517 Canada Inc. was incorporated
        in
        Canada on May 21, 2001 and was acquired by us on January 1, 2004.
 
 We
        erred
        in failing to include in the condensed consolidated financial statements
        for the
        three months ended March 31, 2005 financial information from the operations
        of
        our subsidiary, Teliphone, Inc. Teliphone, Inc. was incorporated in Canada
        on
        September 28, 2004.
  2
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            of Contents
  We
        erred
        by failing to account for the convertible debenture that was issued to
        Strathmere Associates International Limited for the principal sum of $100,000
        on
        October 18, 2004 in the unaudited financial statements included in the quarterly
        report on Form 10-QSB for the period ended March 31, 2005.
 
 In
        this
        amended quarterly report on Form 10-QSB/A for the period ended March 31,
        2005,
        we are restating the financial statements for the reporting period to provide
        the financial information set forth above which was previously omitted.
  3
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            of Contents
  **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.****Financial
        Statements**
 
 Our
                  unaudited financial statements included in this Form 10-QSB are
                  as
                  follows:F-1
              Condensed
                  Consolidated Balance Sheet as of March 31, 2005
                  (Restated)F-2
              Condensed
                  Consolidated Statements of Operations and Comprehensive Income
                  (Loss) for
                  the Three Months Ended March 31, 2005 (Restated) and 2004
                  (Restated)F-3
              Condensed
                  Consolidated Statements of Cash Flows for the Three Months Ended
                  March 31,
                  2005 (Restated) and 2004 (Restated)F-4
              Notes
                  to Condensed Consolidated Financial
                  Statements
 
 These
        unaudited condensed consolidated financial statements have been prepared
        in
        accordance with accounting principles generally accepted in the United States
        of
        America for interim financial information and the SEC instructions to Form
        10-QSB. In the opinion of management, all adjustments considered necessary
        for a
        fair presentation have been included. Operating results for the interim period
        ended March 31, 2005 are not necessarily indicative of the results that can
        be
        expected for the full year.
  4
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            of Contents
 **UNITED
          AMERICAN CORPORATION**
 **CONDENSED
          CONSOLIDATED BALANCE SHEET**
 **MARCH
          31, 2005**
 **(UNAUDITED)**
 **ASSETS****Restated****(IN
                    US$)**Current
                    Assets:Cash
                    and cash equivalents
                $
                71Accounts
                    receivable, net
                
                181,062Inventory
                
                121,236Prepaid
                    expenses and other current assets
                
                827Total
                    Current Assets
                
                303,196Fixed
                    assets, net of depreciation
                
                702,642**TOTAL
                    ASSETS**
                $
                1,005,838**LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
                    Liabilities:Loan
                    payable - related parties
                $
                26,264Convertible
                    debentures
                
                100,928Derivative
                    liability
                
                28,541Accounts
                    payable and accrued expenses
                
                133,944Total
                    Current Liabilities
                
                289,677**Total
                    Liabilities**
                
                289,677**STOCKHOLDERS'
                    EQUITY (DEFICIT)**Common
                    stock, $.001 Par Value; 125,000,000 shares authorizedand
                    45,519,985 shares issued and outstanding
                
                45,520Additional
                    paid-in capital
                
                3,890,148Accumulated
                    deficit
                
                (3,292,230)Accumulated
                    other comprehensive income (loss)
                
                71,545Noncontrolling
                    interest
                
                1,178**Total
                    Stockholders' Equity (Deficit)**
                
                716,161**TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
                $
                1,005,838
  The
        accompanying notes are an integral part of the condensed consolidated financial
        statements.
  F-1
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            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **CONDENSED
          CONSOLIDATED STATEMENTS OF OPERATIONS AND**
 **COMPREHENSIVE
          INCOME (LOSS)**
 **FOR
          THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004**
 **(UNAUDITED)**
  **IN
                    US$****2005**
                
                
                **2004****(Restated)**
                
                
                **(Restated)****OPERATING
                    REVENUES**Sales
                $
                428,667
                
                $
                2,199**COST
                    OF SALES**Inventory,
                    beginning of period
                
                44,059
                
                
                -Purchases
                
                315,786
                
                
                37,159Inventory,
                    end of period
                
                (121,236)
                
                
                -**Total
                    Cost of Sales**
                
                238,609
                
                
                37,159**GROSS
                    PROFIT (LOSS)**
                
                190,058
                
                
                (34,960)**OPERATING
                    EXPENSES**Selling
                    and promotion
                
                55,708
                
                
                8,263Professional
                    and consulting fees
                
                196,614
                
                
                22,373Commissions
                    and wages
                
                73,251
                
                
                -Other
                    general and administrative expenses
                
                11,826
                
                
                4,278Depreciation,
                    amortization and impairment
                
                50,001
                
                
                43,706**Total
                    Operating Expenses**
                
                387,400
                
                
                78,620**LOSS
                    BEFORE OTHER INCOME (EXPENSE)**
                
                (197,342)
                
                
                (113,580)**OTHER
                    INCOME (EXPENSE)**Interest
                    expense
                
                (3,000)
                
                
                (1,123)**Total
                    Other Income (Expense)**
                
                (3,000)
                
                
                (1,123)**NET
                    LOSS BEFORE PROVISION FOR INCOME TAXES****AND
                    NONCONTROLLING INTEREST**
                
                (200,342)
                
                
                (114,703)Noncontrolling
                    interest
                
                1,178
                
                
                -**NET
                    LOSS BEFORE PROVISION FOR INCOME TAXES**
                
                (199,164)
                
                
                (114,703)**Provision
                    for Income Taxes**
                
                -
                
                
                -**NET
                    LOSS APPLICABLE TO COMMON SHARES**
                $
                (199,164)
                
                $
                (114,703)**NET
                    LOSS PER BASIC AND DILUTED SHARES**
                $
                (0.00)
                
                $
                (0.00)**WEIGHTED
                    AVERAGE NUMBER OF COMMON****SHARES
                    OUTSTANDING**
                
                45,199,985
                
                
                40,943,242**COMPREHENSIVE
                    INCOME (LOSS)**Net
                    loss
                $
                (199,164)
                
                $
                (114,703)Other
                    comprehensive income (loss)Currency
                    translation adjustments
                
                144,873
                
                
                (1,293)Comprehensive
                    income (loss)
                $
                (54,291)
                
                $
                (115,996)
  The
          accompanying notes are an integral part of the condensed consolidated financial
          statements.
   F-2
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 **UNITED
          AMERICAN CORPORATION**
 **CONDENSED
          CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
          THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004**
 **(UNAUDITED)**
  **IN
                    US$****2005**
                
                
                **2004****(Restated)**
                
                
                **(Restated)****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    loss
                $
                (199,164)
                
                $
                (114,703)**Adjustments
                    to reconcile net loss to net cash****used
                    in operating activities:**Depreciation,
                    amortization and impairment
                
                50,001
                
                
                43,706Shares
                    issued for services
                
                140,000
                
                
                -**Changes
                    in assets and liabilities**(Increase)
                    in accounts receivable
                
                (128,751)
                
                
                (176)(Increase)
                    in inventory
                
                (77,177)
                
                
                -(Increase)
                    in prepaid expenses and other current assets
                
                (7)
                
                
                (763)Increase
                    in accounts payable andand
                    accrued expenses
                
                28,003
                
                
                12,648Total
                    adjustments
                
                12,069
                
                
                55,415**Net
                    cash (used in) operating activities**
                
                (187,095)
                
                
                (59,288)**CASH
                    FLOWS FROM INVESTING ACTIVITIES**Acquisitions
                    of fixed assets
                
                (29,413)
                
                
                -**Net
                    cash (used in) investing activities**
                
                (29,413)
                
                
                -**CASH
                    FLOWS FROM FINANCING ACTIVITES**Proceeds
                    from loan payable
                
                (25,579)
                
                
                -Proceeds
                    from loan payable - related parties
                
                (16,438)
                
                
                63,908Proceeds
                    from convertible debentures
                
                29,469
                
                
                -**Net
                    cash provided by financing activities**
                
                (12,548)
                
                
                63,908Effect
                    on foreign currency
                
                144,873
                
                
                (1,293)**NET
                    INCREASE (DECREASE) IN****CASH
                    AND CASH EQUIVALENTS**
                
                (84,183)
                
                
                3,327**CASH
                    AND CASH EQUIVALENTS -****BEGINNING
                    OF PERIOD**
                
                84,254
                
                
                -**CASH
                    AND CASH EQUIVALENTS - END OF PERIOD**
                $
                71
                
                $
                3,327**CASH
                    PAID DURING THE PERIOD FOR:**Interest
                    expense
                $
                -
                
                $
                1,123
  The
          accompanying notes are an integral part of the condensed consolidated financial
          statements.
 F-3
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            of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          1-** **ORGANIZATION
          AND BASIS OF PRESENTATION**
 
 The
          unaudited condensed consolidated financial statements included herein have
          been
          prepared, without audit, pursuant to the rules and regulations of the Securities
          and Exchange Commission (“SEC”). The condensed consolidated financial statements
          and notes are presented as permitted on Form 10-QSB and do not contain
          information included in the Company’s annual consolidated statements and notes.
          Certain information and footnote disclosures normally included in financial
          statements prepared in accordance with accounting principles generally
          accepted
          in the United States of America have been condensed or omitted pursuant
          to such
          rules and regulations, although the Company believes that the disclosures
          are
          adequate to make the information presented not misleading. It is suggested
          that
          these condensed consolidated financial statements be read in conjunction
          with
          the December 31, 2004 audited consolidated financial statements and the
          accompanying notes thereto. While management believes the procedures followed
          in
          preparing these condensed consolidated financial statements are reasonable,
          the
          accuracy of the amounts are in some respects dependent upon the facts that
          will
          exist, and procedures that will be accomplished by the Company later in
          the
          year.
 
 These
          condensed consolidated unaudited financial statements reflect all adjustments,
          including normal recurring adjustments which, in the opinion of management,
          are
          necessary to present fairly the consolidated operations and cash flows
          for the
          periods presented.
 
 United
          American Corporation (the “Company”) was incorporated under the laws of the
          State of Florida on July 17, 1992 under the name American Financial Seminares,
          Inc. with authorized common stock of 1,000 shares at $1.00 par value. Since
          its
          inception the Company has made several name changes and increased the authorized
          common stock to 50,000,000 shares with a par value of $.001. On February
          5,
          2004, the name was changed to United American Corporation.
 
 The
          Company was first organized for the purpose of marketing a software license
          known as “Gnotella”, however, in late 2001 this activity was
          abandoned.
 
 On
          July
          18, 2003, the Company entered into a share exchange agreement with 3874958
          Canada Inc. (a Canadian corporation and an affiliate of the Company by
          common
          officers) to transfer 26,250,000 shares of its common stock for 100 shares
          of
          American United Corporation (a Delaware corporation and wholly owned subsidiary
          of 3874958 Canada Inc.) which represented 100% of the outstanding shares
          of
          American United Corporation. The Company in this transaction acquired internet
          telecommunications equipment valued at $874,125. These assets did not go
          into
          service until 2004. The 26,250,000 shares of the Company were issued into
          an
          escrow account on October 6, 2003, the effective date of the transaction.
          Later,
          American United Corporation was dissolved. The equipment value was based
          on an
          independent valuation. The shares issued were to 3874958 Canada Inc., whose
          sole
          owner at the time, was the President and CEO of the Company. This transaction
          did not constitute a reverse merger even though the Company issued in excess
          of
          50% of its then current issued and outstanding shares.
  F-4
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              of Contents
   **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          1-** **ORGANIZATION
          AND BASIS OF PRESENTATION** **(CONTINUED)**
 
 In
          January 2004, the Company took ownership of all 100 shares issued and
          outstanding of 3894517 Canada, Inc. (a Canadian corporation), whose 100%
          owner
          was at the time President and CEO of the Company. At this time, 3894517
          Canada,
          Inc. became the operating unit of the Company for the services they were
          providing utilizing the equipment acquired in 2003 from American United
          Corporation. There was no consideration paid for these 100 shares.
 
 On
          August
          27, 2004, the Company entered the telecommunications business by the creation
          of
          United American Telecom, a division focused on terminating call traffic
          in the
          Caribbean, and by the creation of Teliphone, a division focused on providing
          Voice-over-Internet -Protocol (VoIP) calling services to residential and
          business customers.
 
 Teliphone,
          Inc. was founded in order to develop a VoIP network which enables users
          to
          connect an electronic device to their internet connection at the home or
          office
          which permits them to make telephone calls to any destination phone number
          anywhere in the world. VoIP is currently growing in scale significantly
          in North
          America. Industry experts predict the VoIP offering to be one of the fastest
          growing sectors from now until 2009. This innovative new approach to
          telecommunications has the benefit of drastically reducing the cost of
          making
          these calls as the distances are covered over the Internet instead of over
          dedicated lines such as traditional telephony. Teliphone has grown primarily
          in
          the Province of Quebec, Canada through the sale of its product offering
          in
          retail stores and over the internet. During this time, Teliphone also expanded
          its network in order to offer services outside of the Province of Quebec,
          mainly
          in the Province of Ontario and the State of New York.
 
 In
          March
          2005, Teliphone Inc. issued 4 shares of stock to management. After this
          transaction, the Company owned 96% of Teliphone, Inc. Therefore, a
          noncontrolling interest is reflected in the consolidated financial statements.
          Subsequently, on April 28, 2005, the Company entered into a merger and
          reorganization agreement with OSK Capital II Corp., a Nevada corporation,
          where
          OSK Capital II Corp. became a majority owned subsidiary of the Company,
          and
          Teliphone, Inc. became a wholly owned subsidiary of OSK Capital II Corp.
 
 As
          discussed in Note 11 to the condensed consolidated financial statements,
          the
          Company has restated its condensed consolidated financial statements for
          the
          three months ended March 31, 2005 and 2004.
 
 **Going
          Concern**
 
 As
          shown
          in the accompanying condensed consolidated financial statements the Company
          has
          incurred recurring losses of $199,164 and $114,703 for the three months
          ended
          March 31, 2005 and 2004, and has a working capital surplus of $13,519 as
          of
          March 31, 2005. The Company has recently emerged from the development stage
          and
          as of March 31, 2004 has just started generating revenues.
  F-5
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              of Contents
 
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          1-** **ORGANIZATION
          AND BASIS OF PRESENTATION** **(CONTINUED)**
 
 **Going
          Concern** **(Continued)**
 
 There
          is
          no guarantee that the Company will be able to raise enough capital or generate
          revenues to sustain its operations. These conditions raise substantial
          doubt
          about the Company’s ability to continue as a going concern for a reasonable
          period.
 
 Management
          believes that the Company’s capital requirements will depend on many factors.
          These factors include the increase in sales through existing channels as
          well as
          the Company’s ability to continue to expand its distribution points and
          leveraging its technology into the commercial small business segments.
          The
          Company’s strategic relationships with telecommunications interconnection
          companies, internet service providers and retail sales outlets has permitted
          the
          Company to achieve consistent monthly growth in acquisition of new customers.
 
 In
          the
          near term, the Company will continue to pursue bridge financing, in addition
          to
          the approximately $100,000 it raised through convertible debentures in
          2004 to
          assist them in meeting their current working capital needs. The Company’s
          ability to continue as a going concern for a reasonable period is dependent
          upon
          management’s ability to raise additional interim capital and, ultimately,
          achieve profitable operations. There can be no assurance that management
          will be
          able to raise sufficient capital, under terms satisfactory to the Company, if at
          all.
 
 The
          condensed consolidated financial statements do not include any adjustments
          relating to the carrying amounts of recorded assets or the carrying amounts
          and
          classification of recorded liabilities that may be required should the
          Company
          be unable to continue as a going concern.
 
 **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Principles
          of Consolidation**
 
 The
          condensed consolidated financial statements include the accounts of the
          Company
          and all of its wholly owned and majority owned subsidiaries. All significant
          intercompany accounts and transactions have been eliminated in consolidation.
          All noncontrolling interests are reflected in the condensed consolidated
          financial statements.
  F-6
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              of Contents
 
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          2-** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Use
          of Estimates**
 
 The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting period. On an on-going basis, the Company evaluates
          its
          estimates, including, but not limited to, those related to bad debts, income
          taxes and contingencies. The Company bases its estimates on historical
          experience and on various other assumptions that are believed to be reasonable
          under the circumstances, the results of which form the basis for making
          judgments about the carrying value of assets and liabilities that are not
          readily apparent from other sources. Actual results could differ from those
          estimates.
 
 **Cash
          and Cash Equivalents**
 
 The
          Company considers all highly liquid debt instruments and other short-term
          investments with an initial maturity of three months or less to be cash
          equivalents.
 
 **Comprehensive
          Income**
 
 The
          Company adopted Statement of Financial Accounting Standards No, 130, “Reporting
          Comprehensive Income,” (SFAS No. 130). SFAS No. 130 requires the reporting of
          comprehensive income in addition to net income from operations.
 
 Comprehensive
          income is a more inclusive financial reporting methodology that includes
          disclosure of information that historically has not been recognized in
          the
          calculation of net income.
 
 **Inventory**
 
 Inventory
          is valued at the lower of cost or market determined on a first-in-first-out
          basis. Inventory consisted only of finished goods.
 
 **Fair
          Value of Financial Instruments (other than Derivative Financial
          Instruments)**
 
 The
          carrying amounts reported in the condensed consolidated balance sheet for
          cash
          and cash equivalents, and accounts payable approximate fair value because
          of the
          immediate or short-term maturity of these financial instruments. For the
          notes
          payable, the carrying amount reported is based upon the incremental borrowing
          rates otherwise available to the Company for similar borrowings. For the
          convertible debentures, fair values were calculated at net present value
          using
          the Company’s weighted average borrowing rate for debt instruments without
          conversion features applied to total future cash flows of the
          instruments.
  F-7
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  **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          2-** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Currency
          Translation**
  For
          subsidiaries outside the United States that prepare financial statements
          in
          currencies other than the U.S. dollar, the Company translates income and
          expense
          amounts at average exchange rates for the year, translates assets and
          liabilities at year-end exchange rates and equity at historical rates.
          The
          Company’s reporting currency is that of the US dollar while its functional
          currency is that of the Canadian dollar. The Company records these translation
          adjustments as accumulated other comprehensive income (loss). Gains and
          losses
          from foreign currency transactions commenced in 2004 when the Company utilized
          a
          Canadian subsidiary to record all of the transactions. The Company recognized
          a
          gain (loss) of $144,873 and ($1,293) for the three months ended March 31,
          2005
          and 2004.
  **Research
          and Development**
 
 The
          Company annually incurs costs on activities that relate to research and
          development of new products. Research and development costs are expensed
          as
          incurred. Certain of these costs are reduced by government grants and investment
          tax credits where applicable.
 
 **Revenue
          Recognition**
 
 In
          2004,
          when the Company emerged from the development stage with the acquisition
          of
          American United Corporation/ 3874958 Canada Inc. and after assuming ownership
          of
          3894517 Canada Inc. as well as the establishment of Teliphone, Inc. they
          began
          to recognize revenue from their VoIP services when the services were rendered
          and collection was reasonably assured in accordance with SAB 101.
 
 The
          Company also sells hardware components. These components are recognized
          upon
          delivery to the subscriber.
 
 **Accounts
          Receivable**
 
 The
          Company conducts business and extends credit based on an evaluation of
          the
          customers’ financial condition, generally without requiring collateral. Exposure
          to losses on receivables is expected to vary by customer due to the financial
          condition of each customer. The Company monitors exposure to credit losses
          and
          maintains allowances for anticipated losses considered necessary under
          the
          circumstances. The Company has not recorded an allowance for doubtful accounts
          as of March 31, 2005.
 
 Accounts
          receivable are generally due within 30 days and collateral is not required.
          Unbilled accounts receivable represents amounts due from customers for
          which
          billing statements have not been generated and sent to the
          customers.
  F-8
 Table
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  **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          2-** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
  **Income
          Taxes**
 
 The
          Company accounts for income taxes utilizing the liability method of accounting.
          Under the liability method, deferred taxes are determined based on differences
          between financial statement and tax bases of assets and liabilities at
          enacted
          tax rates in effect in years in which differences are expected to reverse.
          Valuation allowances are established, when necessary, to reduce deferred
          tax
          assets to amounts that are expected to be realized.
 
 **Convertible
          Instruments**
 
 The
          Company reviews the terms of convertible debt and equity securities for
          indications requiring bifurcation, and separate accounting, for the embedded
          conversion feature. Generally, embedded conversion features where the ability
          to
          physical or net-share settle the conversion option is not within the control
          of
          the Company are bifurcated and accounted for as a derivative financial
          instrument. (See Derivative Financial Instruments below). Bifurcation of
          the
          embedded derivative instrument requires allocation of the proceeds first
          to the
          fair value of the embedded derivative instrument with the residual allocated
          to
          the debt instrument. The resulting discount to the face value of the debt
          instrument is amortized through periodic charges to interest expense using
          the
          Effective Interest Method.
 
 **Derivative
          Financial Instruments**
 
 The
          Company generally does not use derivative financial instruments to hedge
          exposures to cash-flow or market risks. However, certain other financial
          instruments, such as warrants or options to acquire common stock and the
          embedded conversion features of debt and preferred instruments that are
          indexed
          to the Company’s common stock, are classified as liabilities when either (a) the
          holder possesses rights to net-cash settlement or (b) physical or net share
          settlement is not within the control of the Company. In such instances,
          net-cash
          settlement is assumed for financial accounting and reporting, even when
          the
          terms of the underlying contracts do not provide for net-cash settlement.
          Such
          financial instruments are initially recorded at fair value and subsequently
          adjusted to fair value at the close of each reporting period. Fair value
          for
          option-based derivative financial instruments is determined using the
          Black-Scholes Valuation Method.
 
 **Advertising
          Costs**
 
 The
          Company expenses the costs associated with advertising as incurred. Advertising
          expenses for the three months ended March 31, 2005 and 2004 are included
          in
          general and administrative expenses in the condensed consolidated statements
          of
          operations.
  F-9
 Table
              of Contents
  **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          2-** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Fixed
          Assets**
  Fixed
          assets are stated at cost. Depreciation is computed using the straight-line
          method over the estimated useful lives of the assets; automobiles - 3 years,
          computer and internet telecommunications equipment - 5 years, and furniture
          and
          fixtures - 5 years.
  When
          assets are retired or otherwise disposed of, the costs and related accumulated
          depreciation are removed from the accounts, and any resulting gain or loss
          is
          recognized in income for the period. The
          cost
          of maintenance
          and repairs is charged to income as incurred; significant renewals and
          betterments are capitalized. Deduction is made for retirements resulting
          from
          renewals or betterments.
 
 **Impairment
          of Long-Lived Assets**
 
 Long-lived
          assets, primarily fixed assets, are reviewed for impairment whenever events
          or
          changes in circumstances indicate that the carrying amount of the assets
          might
          not be recoverable. The Company does not perform a periodic assessment
          of assets
          for impairment in the absence of such information or indicators. Conditions
          that
          would necessitate an impairment assessment include a significant decline
          in the
          observable market value of an asset, a significant change in the extent
          or
          manner in which an asset is used, or a significant adverse change that
          would
          indicate that the carrying amount of an asset or group of assets is not
          recoverable. For long-lived assets to be held and used, the Company recognizes
          an impairment loss only if its carrying amount is not recoverable through
          its
          undiscounted cash flows and measures the impairment loss based on the difference
          between the carrying amount and estimated fair value. The Company, determined
          based upon an independent valuation performed on its equipment acquired
          from
          American United Corporation that their was impairment of $1,750,875 (on
          October
          6, 2003) based upon the fair value of the stock issued for the equipment.
          This
          amount is reflected as impairment in the December 31, 2003 financial
          statements.
 
 **Earnings
          (Loss) Per Share of Common Stock**
 
 Basic
          net
          earnings (loss) per common share is computed using the weighted average
          number
          of common shares outstanding. Diluted earnings per share (EPS) includes
          additional dilution from common stock equivalents, such as stock issuable
          pursuant to the exercise of stock options and warrants. Common stock equivalents
          were not included in the computation of diluted earnings per share when
          the
          Company reported a loss because to do so would be antidilutive for periods
          presented.
 
 F-10
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              of Contents
  **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          2-** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Earnings
          (Loss) Per Share of Common Stock** **(Continued)**
 
 The
          following is a reconciliation of the computation for basic and diluted
          EPS:
  
  **Stock-Based
          Compensation**
 
 The
          Company measures compensation expense for its employee stock-based compensation
          using the intrinsic-value method. Under the intrinsic-value method of accounting
          for stock-based compensation, when the exercise price of options granted
          to
          employees and common stock issuances are less than the estimated fair value
          of
          the underlying stock on the date of grant, deferred compensation is recognized
          and is amortized to compensation expense over the applicable vesting period.
          In
          each of the periods presented, the vesting period was the period in which
          the
          options were granted. All options were expensed to compensation in the
          period
          granted rather than the exercise date.
 
 The
          Company measures compensation expense for its non-employee stock-based
          compensation under the Financial Accounting Standards Board (FASB) Emerging
          Issues Task Force (EITF) Issue No. 96-18, “ *Accounting
          for Equity Instruments that are Issued to Other Than Employees for Acquiring,
          or
          in Conjunction with Selling, Goods or Services* ”.
          The
          fair value of the option issued is used to measure the transaction, as
          this is
          more reliable than the fair value of the services received. The fair value
          is
          measured at the value of the Company’s common stock on the date that the
          commitment for performance by the counterparty has been reached or the
          counterparty’s performance is complete. The fair value of the equity instrument
          is charged directly to compensation expense and additional paid-in
          capital.
  F-11
 Table
              of Contents
  **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          2-** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Segment
          Information**
 
 The
          Company follows the provisions of SFAS No. 131, “ *Disclosures
          about Segments of an Enterprise and Related Information”* .
          This
          standard requires that companies disclose operating segments based on the
          manner
          in which management disaggregates the Company in making internal operating
          decisions. Commencing with the creation of Teliphone, Inc. the Company
          began
          operating in two segments, and two geographical locations.
 
 **Recent
          Accounting Pronouncements**
 
 On
          December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
          Statement of Financial Accounting Standards No. 123 (Revised 2004),
“ *Share-Based
          Payment* ”
(“SFAS
          123R”). SFAS 123R requires that compensation cost related to share-based payment
          transactions be recognized in the financial statements. Share-based payment
          transactions within the scope of SFAS 123R include stock options, restricted
          stock plans, performance-based awards, stock appreciation rights, and employee
          share purchase plans. The provisions of SFAS 123R, as amended, are effective
          for
          small business issuers beginning as of the next interim period after December
          15, 2005.
 
 **NOTE
          3-** **FIXED
          ASSETS**
 
 Fixed
          assets as of March 31, 2005 were as follows:
 
 Estimated
                    UsefulLives
                    (Years)Computer
                    equipment
                5
                $935,164Less:
                    accumulated depreciation
                
                (232,522)Fixed
                    assets, net
                
                $702,642
 
 There
          was
          $50,001 and $43,706 depreciation charged to operations for the three months
          ended March 31, 2005 and 2004, respectively.
 
 The
          Company acquired telecommunications equipment in its acquisition of American
          United Corporation valued at $874,125, net of impairment of $1,750,875
          in the
          issuance of the 26,250,000 shares of common stock. This equipment however,
          was
          not placed into service until 2004, therefore no depreciation was recorded
          for
          those assets in 2003.
  F-12
 Table
              of Contents
  **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          4-** **LOANS
          PAYABLE**
 
 The
          Company beginning in 2004 entered into unsecured loans payable with non-related
          parties. There were no amounts outstanding as of March 31, 2005.
 
 **NOTE
          5-** **RELATED
          PARTY LOANS**
 
 Beginning
          in April 2005, the Company’s subsidiary entered into non-interest bearing loans
          with OSK Capital II Corp, a company with common officers and directors.
          There
          were no amounts outstanding as of March 31, 2005.
 
 Additionally,
          the Company had loans with various directors that were non-interest bearing.
          There was $26,264 outstanding as of March 31, 2005.
  **NOTE
          6-    **CONVERTIBLE
          DEBENTURES****
  On
          October 18, 2004, the Company entered into 12% Convertible Debentures (the
          “Debentures”) with Strathmere Associates International Limited in the amount of
          $100,000. The Debentures have a maturity date of October 31, 2006, and
          incur
          interest at a rate of 12% per annum, payable every six months.
 
 The
          Debentures can either be paid to the holders on October 31, 2006 or converted
          at
          the holders’ option any time up to maturity at a conversion price equal of $.20
          per share. The convertible debentures met the definition of hybrid instruments,
          as defined in SFAS 133, *Accounting
          for Derivative Instruments and Hedging Activities* (SFAS
          No. 133). The hybrid instruments are comprised of a i) a debt instrument,
          as the
          host contract and ii) an option to convert the debentures into common stock
          of
          the Company, as an embedded derivative. The embedded derivative derives
          its
          value based on the underlying fair value of the Company’s common stock. The
          Embedded Derivative is not clearly and closely related to the underlying
          host
          debt instrument since the economic characteristics and risk associated
          with this
          derivative are based on the common stock fair value. The Company has separated
          the embedded derivative from the hybrid instrument based on an independent
          valuation of $28,541 based on 500,000 shares ($100,000 at a $.20 exercise
          price).
  F-13
 Table
              of Contents
 
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 **NOTE
            6-   
CONVE**RTIBLE
            DEBENTURES****(CONTINUED)****
  For
          disclosure purposes, the fair value of the derivative is estimated on the
          date
          of issuance of the debenture (October 18, 2004) using the Black-Scholes
          option-pricing model, which approximates fair value, with the following
          weighted-average assumptions used for March 31, 2005 and December 31, 2004;
          no
          annual dividends, volatility of 125%, risk-free interest rate of 3.28%,
          and
          expected life of 2 years. For disclosure purposes as of December 31, 2004
          the
          derivative call option was valued at a fair value of $.087. As of March
          31, 2005
          the call option was valued at $.057. The stock price as of December 31,
          2004 was
          approximately $.15 per share, and as of March 31, 2005 was approximately
          $.11,
          therefore there was a decrease of $14,996 in the derivative liability recognized
          for the three months ended March 31, 2005.
 
 The
          embedded derivative did not qualify as a fair value or cash flow hedge
          under
          SFAS No. 133.
 
 Interest
          expense for the three months ended March 31, 2005 and 2004 was $3,000 and
          $0,
          respectively. At March 31, 2005, there was $5,419 of interest
          accrued.
 
 **NOTE
          7-** **COMMITMENTS**
 
 On
          October 12, 2004, the Company entered into a carrier agreement with XO
          Communications, Inc. This carrier agreement provides the Company with the
          ability to purchase telephone numbers in any of thirty-seven major metropolitan
          markets in the United States. As a result, services can be provided to
          consumers
          in any of these markets with each consumer being assigned a telephone number
          with a local area code. Prior to this agreement, we were only able to provide
          phone numbers with Canadian area codes.
 
 Additionally,
          the Company in 2004 and 2005 entered into various agreements with wireless
          Internet access providers, to provide VoIP services to the Company’s customers.
          On November 3, 2004, the Company also entered into a telecommunications
          agreement with Kore Wireless Canada, Inc., a supplier of global systems
          for
          mobile communications.
 
 On
          March
          1, 2005, the Company entered into a distribution agreement with MSBR
          Communication Inc. for the purpose of accessing the retail consumer portion
          of
          the Company’s target market through retail and Internet-based sales. The
          territory for this distribution is the Province of Quebec in Canada exclusive
          of
          Sherbrooke, Quebec. This is a renewable two-year agreement.
 
 On
          March
          11, 2005, the Company entered into a marketing and distribution rights
          with
          Podar Infotech Ltd. The five-year renewable agreement grants Podar the
          exclusive
          marketing and distribution rights for the Company’s products and services for
          India, China, Sri Lanka, Russia and UAE for which the Company will receive
          contractually agreed payments.
 
 F-14
 Table
              of Contents
 
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          8-** **STOCKHOLDERS’
          EQUITY (DEFICIT)**
 
 **Common
          Stock**
  As
            of
            March 31, 2005, the Company has 50,000,000 shares of common stock authorized
            with a par value of $.001.
 
 The
            Company has 45,519,985 shares issued and outstanding as of March 31,
            2005.
 
 During
            the three months ended March 31, 2005, the Company issued 1,400,000 for
            services
            at $.10 per share for a value of $140,000.
 
 During
            2004, the Company issued 926,743 for services at a fair market value
            of $.10 or
            $92,674; and 2,250,000 shares of common stock for services at a fair
            market
            value of $.15 per share or $337,500.
 
 The
            Company has not issued any options or warrants.
 **NOTE
          9-** **PROVISION
          FOR INCOME TAXES**
 
 Deferred
          income taxes are determined using the liability method for the temporary
          differences between the financial reporting basis and income tax basis
          of the
          Company’s assets and liabilities. Deferred income taxes are measured based on
          the tax rates expected to be in effect when the temporary differences are
          included in the Company’s tax return. Deferred tax assets and liabilities are
          recognized based on anticipated future tax consequences attributable to
          differences between financial statement carrying amounts of assets and
          liabilities and their respective tax bases.
 
 At
          March
          31, 2005 and 2004, deferred tax assets consist of the following:
  
  At
          March
          31, 2005, the Company had a net operating loss carryforward in the approximate
          amount of $3,292,230, available to offset future taxable income through
          2025.
          The Company established valuation allowances equal to the full amount of
          the
          deferred tax assets due to the uncertainty of the utilization of the operating
          losses in future periods.
  F-15
 Table
              of Contents
 
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          9-** **PROVISION
          FOR INCOME TAXES** **(CONTINUED)**
 
 A
          reconciliation of the Company’s effective tax rate as a percentage of income
          before taxes and federal statutory rate for the periods ended March 31,
          2005 and
          2004 is summarized as follows:
  2005
                
                2004Federal
                    statutory rate
                (34.0)%
                
                (34.0)%State
                    income taxes, net of federal benefits
                3.3
                
                3.3Valuation
                    allowance
                30.7
                
                30.70%
                
                0%
 
 **NOTE
          10-** **SUBSEQUENT
          EVENTS**
 
 On
          April
          28, 2005, the Company entered into a merger and reorganization agreement
          with
          OSK Capital II Corp., a Nevada corporation, where OSK Capital II Corp.
          became a
          majority owned subsidiary of the Company, and Teliphone, Inc. became a
          wholly
          owned subsidiary of OSK Capital II Corp.
 
 The
          Company entered into a letter of intent to acquire Dialek Telecom on May
          16,
          2005. The parties were unable to come to an agreement and the letter of
          intent
          was terminated.
 
 **NOTE
          11-** **RESTATED
          FINANCIAL STATEMENTS** ****
 
 The
          Company has restated its previously issued condensed consolidated financial
          statements for the three months ended March 31, 2005 and 2004 to
          include:
 
 ·
              The
                  results of operations for its subsidiary Teliphone, Inc. which
                  had been
                  previously excluded, including the presentation of the noncontrolling
                  interest of Teliphone, Inc.; ·
              The
                  accounting for the convertible debenture that was issued to Strathmere
                  Associates International Limited for the principal sum of $100,000
                  on
                  October 18, 2004; ·
              The
                  results of certain disbursements from banking accounts maintained
                  by
                  3894517 Canada Inc; and ·
              To
                  properly reflect the acquisition of the $2,625,000 of equipment
                  acquired
                  for 26,250,000 shares previously recorded in 2004 in 2003 and related
                  depreciation in 2004, as well as the $1,750,875 that was recorded
                  as
                  impairment in 2003 in accumulated
                  deficit. 
 The
          net
          effect of these changes resulted in an increase in the net loss and accumulated
          deficit of $49,711 and $394,542 to bring the restated loss to $199,164
          and
          $114,703 for the three months ended March 31, 2005 and 2004, respectively,
          and
          the restated accumulated deficit to $3,292,230 and $2,667,784 as of March
          31,
          2005 and 2004.
  F-16
 Table
              of Contents
  **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2005 AND 2004**
 
 **NOTE
          12-** **SEGMENT
          INFORMATION** ****
 
 The
          Company’s reportable operating segments include wholesale VoIP services which is
          the physical buying of minutes (3894517 Canada Inc.), and the VoIP connection
          services (Teliphone, Inc.). The Company also has corporate overhead expenses.
          The wholesale services are essentially provided in the Caribbean, and the
          connection services are provided in North America. The segment data presented
          below details the allocation of cost of revenues and direct operating expenses
          to these segments.
 
 Operating
          segment data for the three months ended March 31, 2005 are as follows:
  Wholesale
                
                ConnectionCorporate
                
                Services
                
                Services
                
                TotalSales
                $
                -
                $
                385,960
                $
                42,707
                $
                428,667Cost
                    of sales
                
                -
                
                217,691
                
                20,918
                
                238,609Gross
                    profit (loss)
                
                -
                
                168,269
                
                21,789
                
                190,058Operating
                    expenses
                
                140,000
                
                95,351
                
                102,048
                
                337,399Depreciation,
                    amortization and impairment
                
                37,175
                
                2,473
                
                10,353
                
                50,001Interest
                    (net)
                
                (3,000)
                
                (0)
                
                (0)
                
                (3,000)Net
                    income (loss)
                
                (180,175)
                
                70,445
                
                (90,612)
                
                (200,342)Segment
                    assets
                
                557,625
                
                176,401
                
                271,812
                
                1,005,838Fixed
                    Assets, net of depreciation
                
                557,625
                
                36,651
                
                108,366
                
                702,642
 
 The
          Company operated in only one segment for the three months ended March 31,
          2004.
 F-17
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  **Item
        2.     Management’s Discussion and
        Analysis**
 
 **Forward-Looking
        Statements**
  Historical
        results and trends should not be taken as indicative of future operations.
        Management’s statements contained in this report that are not historical facts
        are forward-looking statements within the meaning of Section 27A of the
        Securities Act of 1933, as amended, and Section 21E of the Securities and
        Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
        materially from those included in the forward-looking statements. The Company
        intends such forward-looking statements to be covered by the safe-harbor
        provisions for forward-looking statements contained in the Private Securities
        Litigation Reform Act of 1995, and is including this statement for purposes
        of
        complying with those safe-harbor provisions. Forward-looking statements,
        which
        are based on certain assumptions and describe future plans, strategies and
        expectations of the Company, are generally identifiable by use of the
        words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
        the actual effect of future plans or strategies is inherently uncertain.
        Factors
        which could have a material adverse affect on the operations and future
        prospects of the Company on a consolidated basis include, but are not limited
        to: changes in economic conditions, legislative/regulatory changes, availability
        of capital, interest rates, competition, and generally accepted accounting
        principles. These risks and uncertainties should be considered in evaluating
        forward-looking statements and undue reliance should not be placed on such
        statements. Further information concerning the Company and its business,
        including additional factors that could materially affect the Company’s
        financial results, is included herein and in the Company’s other filings with
        the SEC.
 
 **Overview**
 
 We
        were
        incorporated on July 17, 1992, under the laws of the state of Florida. Since
        our
        inception, we sought out various business opportunities, none proved successful
        over a sustained period of time. We explored opportunities to acquire products
        or businesses that had the potential for profit.
 
 On
        July
        18, 2003, we entered into a share exchange agreement with 3874958 Canada
        Inc.
        whereby we agreed to transfer to 3874958 Canada Inc. 26,250,000 common shares
        of
        our common stock in exchange for the transfer of 100 shares of American United
        Corporation, a Delaware corporation (“AUC”). The 100 shares of AUC represent all
        of the issued and outstanding shares of the company. The agreement was
        contingent on the parties’ due diligence and completion of several conditions
        prior to sale. On October 6, 2003, these conditions were satisfied and the
        sale
        was consummated. Following the consummation of this sale, AUC became a
        wholly-owned subsidiary of our company. AUC was later dissolved.
 
 Benoit
        Laliberté, our CEO, CFO, and Director at the time, was also the sole officer,
        director, and shareholder of American United Corporation at the time that
        the
        share exchange agreement was entered into and when the sale was consummated.
        In
        addition, Mr. Laliberté was the sole officer, director, and shareholder of
        3874958 Canada, Inc. As a result, Mr. Laliberté was the beneficial holder of the
        100 shares of AUC held by 3874958 Canada, Inc. and is now the beneficial
        holder
        of the 26,250,000 shares we issued to 3874958 Canada, Inc. in the transaction
        described above.
 
 On
        February 3, 2004, a majority of the shareholders approved a change in the
        name
        of our company to United American Corporation. Management considered it in
        the
        best interests of the company to change
  5
 Table
            of Contents
  our
        name
        to reflect the acquisition of American United Corporation shares and the
        new
        direction of our business.
 
 **Description
        of Business**
 
 Following
        the acquisition of AUC, we revised our business plan and implemented the
        business plan of AUC. AUC began its operations in 2002 as a holding company
        focused on the acquisition of network-centric technology and telecommunication
        companies. Given the rapid changes in the telecommunications marketplace,
        and
        the strong need for a competitive edge, they revised their business plan
        and set
        out on a new course in 2003 to provide Voice over Internet Protocol (VoIP)
        solutions.
 
 VoIP
        means that the technology used to send data over the Internet is now being
        used
        to transmit voice as well. The technology is known as packet switching. Instead
        of establishing a dedicated connection between two devices (computers,
        telephones, etc.) and sending the message "in one piece," this technology
        divides the message into smaller fragments, called 'packets'. These packets
        are
        transmitted separately over a decentralized network and when they reach the
        final destination, they're reassembled into the original message.
 
 VoIP
        allows a much higher volume of telecommunications traffic to flow at much
        higher
        speeds than traditional circuits do, and at a significantly lower cost. VoIP
        networks are significantly less capital intensive to construct and much less
        expensive to maintain and upgrade than legacy networks or what is commonly
        referred to as traditional circuit-switched networks. Since VoIP networks
        are
        based on internet protocol, they can seamlessly and cost-effectively interface
        with the high-technology, productivity-enhancing services shaping today's
        business landscape. These networks can seamlessly interface with web-based
        services such as virtual portals, interactive voice response (IVR), and unified
        messaging packages, integrating data, fax, voice, and video into one
        communications platform that can interconnect with the existing
        telecommunications infrastructure.
 
 Initially,
        we sought to provide retail
        consumers and small and medium sized companies with
        a
        mobile or landline phone that utilizes VoIP as opposed to traditional cell
        phone
        technology. A mobile phone that is connected to a Wi-Fi router, which is
        interconnected to a hi-speed Internet modem, cable or ADSL transmits telephone
        calls by connecting to the Internet using a high-speed Internet connection.
        Use
        of this technology offers large savings to consumers because a majority of
        the
        telephone call is now being transmitted over the Internet replacing what
        was
        previously an established telecommunication line. When a VoIP network is
        utilized, an established telecommunication line is only utilized to transmit
        the
        call from our servers to the termination point of a call. The VoIP network
        is
        utilized with intellectual property to transmit the call from its origination
        point to our servers. The ability to minimize the use of established
        telecommunication lines reduces the cost of transmitting telephone calls.
        As a
        result, our ability to strategically establish computer servers in specified
        geographical areas will maximum the cost-savings benefit to those that utilize
        our service.
 
 We
        constructed our first VoIP network which we refer to as CaribbeanONE. To
        construct this network, we established servers in Haiti that utilize our
        intellectual property to connect with our servers located in Montreal, Quebec,
        Canada. Following the successful testing of our servers in Haiti, the
        CaribbeanONE network was completed in March 2004. The establishment of the
        CaribbeanONE network was critical in that it enables us to charge significantly
        less than other providers that exclusively utilize established telecommunication
        lines for calls that originate in North America and terminate in any country
        in
        the Caribbean. When one of our consumers originates a call in North America,
        our
        VoIP network will receive the call and transmit the call to our server in
        Haiti
        and an established telecommunication line will only be utilized to transmit
        the
        call from our server in Haiti to the termination point of the call in the
  6
 Table
            of Contents
  Caribbean.
        The establishment of the CaribbeanONE network was our first step in
        strategically establishing computer servers in specified geographical areas to
        construct an international VoIP network. Since the establishment of the
        CaribbeanONE network, we have worked to improve this VoIP network by added
        additional capacity.
  In
        August
        2004, we incorporated Teliphone, Inc. (“Teliphone”), a Canadian corporation,
        which became a wholly-owned subsidiary of our company. We formed Teliphone
        as a
        wholly-owned subsidiary for the purpose handling the origination, management,
        and billing of calls. Teliphone also handles servicing and providing businesses
        and individuals with a mobile or landline phone to access our VoIP network.
        The
        management of calls refers to the routing of calls from the origination point
        to
        the termination point. The billing of calls refers to the collection of charges
        for utilization of our VoIP network.
 
 At
        this
        stage our of business plan, we were successfully able to provide businesses
        and
        individuals with the ability to utilize our VoIP
        network to transmit communications through the use of a mobile and landline
        phone that connects to the Internet. Our ability to grow beyond the Montreal,
        Quebec geographical area was inhibited at this point because we were only
        were
        able to provide our consumers with telephone numbers that contained Canadian
        area codes. Consumers generally desire area codes for the telephone numbers
        they
        are assigned which are consistent with the geographical area where they
        primarily conduct business or reside.
 
 In
        recognition of this limitation, our management entered into a carrier agreement
        with XO Communications, Inc.(“XO”), a Delaware corporation, on October 12, 2004.
        This carrier agreement with XO provides us with the ability to purchase
        telephone numbers in any of thirty seven (37) major metropolitan markets
        in the
        United States. As a result, we are capable of providing our service to consumers
        in any of these major metropolitan markets in the United States and each
        consumer could now be assigned a telephone number with a local area
        code.
 
 Also
        under the terms of this carrier agreement with XO, we acquired the ability
        to purchase
        and utilize voice channels that
        XO
        maintains within the United States. The ability to purchase and utilize these
        voice channels is beneficial to our consumers that originate calls that
        terminate in the United States. Use of these voice channels enables us route
        calls to their termination point without utilizing carriers outside of our
        network that would likely charge higher fees to route the call to its
        termination point. This completion of the carrier agreement with XO further
        established our VoIP network and positioned us with the ability to compete
        with
        other providers of VoIP in certain major metropolitan markets in the United
        States.
 
 Our
        management identified that another limitation of our service is that access
        to
        our VoIP network requires individuals or businesses to utilize a mobile and
        landline phone that connects to the Internet. Traditional cellular phones
        do not
        require an Internet connection for their utilization. As a result, users
        of
        traditional cellular phones can physically be more mobile while maintaining
        telephone service. In contrast, the mobility of our consumers is limited
        to
        areas where an Internet connection can be maintained. Our management concluded
        that the appeal of our service will be enhanced by broadening the physical
        areas
        in which our consumers can utilize their mobile phone while maintaining service.
        To broaden the physical areas in which our consumers can utilize their mobile
        phone, our management began to negotiate agreements with retail establishments that
        have
        a Wi-Fi router. A Wi-Fi router is interconnected to a hi-speed Internet modem,
        cable or ADSL enabling telephone calls made in their retail establishment
        to
        connect to the Internet. As a result, our consumers would be able access
        our
        VoIP network through the use their mobile phone when physically present in
        a
        particular retail
        establishment.
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 On
        November 13, 2004, we entered into an agreement with Ta-Daa High Speed Wireless.
        (Ta-Daa), a provider of wireless Internet access in various retails
        establishments located in Montreal, Quebec. At the present time, our consumers
        do not incur any additional cost for originating calls from these cafés.
        Additional agreements were entered into for the same purpose on substantially
        the same terms with other providers of wireless Internet access in various
        retails establishments throughout Montreal, Quebec. On November 30, 2004,
        we
        entered into a similar agreement with Eye-In Inc. and also on March 10, 2005
        we
        entered into a similar agreement with Experience Wifi Inc.
 
 In
        an
        attempt to further broaden the physical areas in which our consumers can
        utilize
        their mobile phone, we entered into a telecommunications services agreement
        on
        November 3, 2004 with Kore Wireless Canada Inc. (“Kore”), a supplier of global
        systems for mobile communications (“GSM”). This agreement will enable us to
        offer a mobile phone that is compatible with both our VoIP network and a
        GSM
        network utilized for traditional cellular phone use. Our consumers will benefit
        because they will now be able to utilize one mobile phone that integrates
        the
        use of both a VoIP and GSM network resulting in an expanding coverage area
        for
        mobile phones which we provide service to. When an Internet connection cannot
        be
        maintained, calls can still be placed using traditional cellular phone
        technology. For our consumers that utilize this service, we have the ability
        to
        integrate into a single bill charges for calls placed utilizing both the
        VoIP
        and GSM networks. Prior to this agreement with Kore, we were unable to offer
        phone service to consumers at times when they did not maintain an Internet
        connection.
 
 Once
        the
        requisite infrastructure was in place and operational, we sought to establish
        agreements and incentives for retailers of telephone products to make available
        to retail
        consumers and small and medium sized companies a
        mobile
        or landline phone that utilizes our VoIP network. In furtherance of this
        objective to provide our target market with a product that is compatible
        with
        our VoIP network, we entered
        into a distribution agreement with Distribution Car-Tel, Inc .
        (“Car-Tel”) on July 28, 2004. During Q4 2004, unfortunately, our agreement with
        Car-Tel did not result in the volume of increased sales of our service that
        was
        originally contemplated. As a result, we terminated our agreement with Car-Tel,
        and sought to renew our efforts to build our retail distribution network
        in the
        Montreal, Quebec area.
 
 We
        succeeded in meeting our objectives when we entered into a distribution
        agreement with MSBR Communication Inc. (“MSBR”) on March 1, 2005, for the
        purpose accessing the retail consumer portion of our target market through
        retail and Internet-based sales. Under the terms of this agreement, MSBR
        was
        granted the exclusive right to distribute mobile or landline phones that
        utilize
        our VoIP network via Internet-based sales or direct sales to retail
        establishments in the territory consisting of the Province of Quebec in Canada
        exclusive of Sherbrooke, Quebec. This agreement was entered into for a term
        of
        two (2) years with automatic renewals for additional one year terms unless
        either party provides notice within 90 days of the initial two year term.
        This
        agreement is subject to termination upon the occurrence of specified events
        triggering default. MSBR will receive a pre-determined commission based upon
        sales of mobile or landline phones that utilize our VoIP network and revenues
        derived from retailer consumers who activated their VoIP service through
        distribution channels used by MSBR. As a result of this agreement, MSBR
        Communications Inc. has succeeded in building a distribution network of over
        70
        points of retail sale, telemarketing sales partners and small business
        telecommunications interconnect companies. This distribution network is the
        current driver of our new customer acquisition in the retail segment of our
        business.
 
 On
        March
        11, 2005, we continued our attempt to build an international VoIP network
        by
        entering into a marketing and distribution agreement with Podar Enterprise
        (“Podar”) of Mumbai, India. Podar is a distributor of telecommunications that
        will make mobile or landline phones that utilize our VoIP network
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  available
        to consumers in Central, South, and East Asia, Eastern Europe, and parts
        of the
        Middle East. Under the terms of this agreement, Podar was granted the exclusive
        marketing and distribution rights for our products and services in India,
        China,
        Sri Lanka, United Arab Emirates, and Russia. The term of this agreement is
        five
        (5) years subject to early termination with 60 days notice following any
        default
        under the agreement.
  Accounts
        activated in any of the geographical markets serviced by Podar will be assigned
        a North American telephone number. For this reason, we anticipate that our
        target market in these geographical areas will be small and medium sized
        businesses that frequently transact business in North America.
  As
        part
        of our growth plan in 2005, we expanded our long distance VoIP termination
        services outside of the Caribbean and into additional routes in South and
        Central America, as well as Africa.
 
 During
        the third quarter of 2005, we expanded our Long Distance VoIP termination
        services into Africa, expanding our current infrastructure to build a VoIP
        gateway in Gabon, Africa. Similar to our CaribbeanONE infrastructure located
        in
        Haiti, we are now able to offer wholesale termination services to global
        Tier1
        and Tier 2 telecommunications companies to utilize our VoIP link between
        Montreal, Canada and Gabon in order to terminate their long distance calls.
        This
        gateway installation permits us to expand the number of voice channels that
        we
        have in operation in our global network and hence sell more long distance
        termination minutes to our existing and future customers.
 
 **Subsidiary
        Spin-off**
 
 In
        March
        2005, our management proposed to spin-off one of our subsidiaries, Teliphone,
        Inc., subject to the approval of the stockholders. At the time of this proposal,
        we owned 100 common shares of the 104 common shares issued and outstanding
        in
        Teliphone. Under the terms of this proposal, our shareholders would have
        received 1 share of Teliphone for each share of our company they owned.
 
 Our
        board
        of directors believed that spinning-off Teliphone would accomplish an important
        objective. The spin-off would enable Teliphone to focus on handling
        the origination, management, and billing of calls and allow us to concentrate
        on
        building an international VoIP focused primarily on call termination.
        T his
        will
        allow both companies that have operations that are focused on different
        objectives to better prioritize the allocation of their management and their
        financial resources for achievement of their corporate objectives.
 
 In
        April
        2005, our management was presented with an opportunity where Teliphone would
        enter into a merger with a wholly-owned subsidiary of OSK Capital II Corp.
        (“OSK”), a public reporting company under Section 12(g) of the Securities
        Exchange Act of 1934. As a result of this opportunity, we did not present
        our
        original proposal to the shareholders for their consideration and approval.
 
 On
        April
        28, 2005, OSK completed its acquisition of Teliphone, pursuant to an Agreement
        and Plan of Merger and Reorganization. At the effective time of the merger,
        OSK
        acquired all of the outstanding shares of Teliphone and Teliphone merged
        with
        OSK II Acquisition Corp., a Florida corporation and wholly-owned subsidiary
        of
        OSK Capital II, Corp. Following the merger, Teliphone was the surviving
        corporation. OSK issued 25,000,000 common shares in exchange for all of the
        issued and outstanding shares of Teliphone and these shares of OSK were issued
        to the shareholders Teliphone shareholders on a pro rata basis. We owned
        100
        common shares of the 104 common shares issued and outstanding in Teliphone.
        As a
        result, we received 24,038,462 shares of OSK. Following the effectiveness
        of the
        merger, OSK had 30,426,000 common shares issued and outstanding. Consequently,
        Teliphone became a wholly owned subsidiary of OSK and OSK is currently a
        majority-owned subsidiary of our company.
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 Our
        management proposed to spin-off our majority-owned subsidiary, OSK. To complete
        the spin-off, we propose to distribute the 24,038,462 shares of OSK that
        we own
        on a pro rata basis to our shareholders. A record date to present the proposed
        spin-off to our shareholders has not yet been set.
 
 **Results
        of Operations for Three Months Ending March 31, 2005 and
        2004**
 
 For
        the
        three month period ended March 31, 2005, we generated total revenue of $428,667,
        compared to total revenue of $2,199 generated in the three months ended March
        31, 2004. Our revenue was generated by sales of retail domestic and
        international voice and data products and sales of VoIP services.  The
        increase in our revenue is primarily attributable to sales of VoIP termination
        services in our CaribbeanONE network. Sales of VoIP termination services
        in our
        CaribbeanONE network accounted for $385,960 of our total revenue generated
        for
        the three months ended March 31, 2005. Sales of VoIP services in Canada through
        our subsidiary, Teliphone, Inc., accounted for $42,707 of our total revenue
        generated for the three months ended March 31, 2005.
 
 Our
        cost
        of sales for the three months ended March 31, 2005 was $238,609. Our cost
        of
        sales for the three months ended March 31, 2004 was $37,159. Our cost of
        sales
        relate to purchases of voice and data products that utilize VoIP. The increase
        in our cost of sales is attributable to the growth of our business and increased
        product sales.
 
 Gross
        profit for the three months ended March 31, 2005 was $190,058, while our
        gross
        loss for the three months ended March 31, 2004 was $34,960. Our reporting
        of
        profit is attributable to activities related to the profitable sale of VoIP
        termination on our CarribeanONE platform.
 
 For
        the
        three month period ended March 31, 2005, we incurred operating expenses in
        the
        amount of $387,400, compared to operating expenses of $78,620 in the same
        three
        month period in the prior year. The increase in our operating expenses is
        primarily attributable to expenditures for selling and promotion, professional
        and consulting fees, and the payment of commissions and wages. The increase
        in
        our operating expenses is primarily attributable to the emergence and growth
        of
        operations in our subsidiary, Teliphone, Inc., during the reporting period.
 
 For
        the
        three month period ended March 31, 2005, we had a net loss of $199,164.  We
        had a net loss of $114,703 for the three month period ended March 31, 2004.
        An
        increase in our net loss for the three month ended March 31, 2005 as compared
        to
        the same reporting period in the prior year is attributable to a significant
        increase in our operating expenses required to expand our business and implement
        our business plan.
 
 **Liquidity
        and Capital Resources**
 
 As
        of
        March 31, 2005, we had total current assets of $303,196 of which $71 consisted
        of cash on hand. Our total current liabilities as of March 31, 2005 were
        $289,667. As a result, we had working capital of $13,529 as of March 31,
        2005.
 
 Operating
        activities used $187,095 in cash for the three months ended March 31, 2005.
        Our
        net loss of $199,164 was the primary component of our negative operating
        cash
        flow. Our net cash used in investing activities for the period ended March
        31,
        2005 was $29,413. Investing activities during the three months ended March
        31,
        2005 relate to the acquisition of fixed assets. We had negative financing
        cash
        flow during the three months ended March 31, 2005 of $12,548.
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  As
        of the
        time of this Amended Quarterly Report, our management believes that we have
        insufficient capital to support our operations at their current level over
        the
        next twelve months. The success of our business is contingent upon us obtaining
        additional financing. We intend to fund operations through debt and/or equity
        financing arrangements, which may be insufficient to fund our capital
        expenditures, working capital, or other cash requirements for the year ending
        December 31, 2006. There can be no assurance that any additional financing
        will
        be available to us on acceptable terms, or at all. We do not have any formal
        commitments or arrangements for the sales of stock or the advancement or
        loan of
        funds at this time.
 
 **Off
        Balance Sheet Arrangements**
 
 As
        of
        March 31, 2005, there were no off balance sheet arrangements.
 
 **Going
        Concern**
 
 As
        shown
        in the accompanying consolidated financial statements, we have incurred
        recurring losses of $199,164 and $114,703 for the three months ended March
        31,
        2005 and 2004, and had a working capital surplus of $13,519 as of March 31,
        2005. We have recently emerged from the development stage and have just started
        generating revenues. There is no guarantee that we will be able to raise
        enough
        capital or generate revenues to sustain our operations. These conditions
        raise
        substantial doubt about our ability to continue as a going concern for a
        reasonable period.
 
 Management
        believes that our capital requirements will depend on many factors. These
        factors include the increase in sales through existing channels as well as
        our
        ability to continue to expand our distribution points and leveraging our
        technology into the commercial small business segments. Our strategic
        relationships with telecommunications interconnection companies, internet
        service providers and retail sales outlets has permitted us to achieve
        consistent monthly growth in acquisition of new customers.
 
 In
        the
        near term, we will continue to pursue bridge financing to assist us in meeting
        our current working capital needs. Our ability to continue as a going concern
        for a reasonable period is dependent upon management’s ability to raise
        additional interim capital and, ultimately, achieve profitable operations.
        There
        can be no assurance that management will be able to raise sufficient capital,
        under terms satisfactory to us, if at all.
 
 The
        condensed consolidated financial statements do not include any adjustments
        relating to the carrying amounts of recorded assets or the carrying amounts
        and
        classification of recorded liabilities that may be required should we be
        unable
        to continue as a going concern.
 
 **Critical
        Accounting Policies**
 
 In
        December 2001, the SEC requested that all registrants list their most “critical
        accounting polices” in the Management Discussion and Analysis. The SEC indicated
        that a “critical accounting policy” is one which is both important to the
        portrayal of a company’s financial condition and results, and requires
        management’s most difficult, subjective or complex judgments, often as a result
        of the need to make estimates about the effect of matters that are inherently
        uncertain. We believe that the following accounting policies fit this
        definition.
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  **Currency
        Translation**
 
 For
        subsidiaries outside the United States that prepare financial statements
        in
        currencies other than the U.S. dollar, we translates income and expense amounts
        at average exchange rates for the year, translates assets and liabilities at
        year-end exchange rates and equity at historical rates. Our reporting currency
        is that of the US dollar while its functional currency is that of the Canadian
        dollar. We record these translation adjustments as accumulated other
        comprehensive income (loss). Gains and losses from foreign currency transactions
        commenced in 2004 when we utilized a Canadian subsidiary to record all of
        the
        transactions. We recognized a gain (loss) of $144,873 and ($1,293) for the
        three
        months ended March 31, 2005 and 2004.
 
 **Revenue
        Recognition**
 
 In
        2004,
        when we emerged from the development stage with the acquisition of American
        United Corporation/ 3874958 Canada Inc. and after assuming ownership of 3894517
        Canada Inc. as well as the establishment of Teliphone, Inc., we began to
        recognize revenue from our VoIP services when the services were rendered
        and
        collection was reasonably assured in accordance with SAB 101.
 
 We
        also
        sell hardware components. These components are recognized upon delivery to
        the
        subscriber.
 
 **Impairment
        of Long-Lived Assets**
 
 Long-lived
        assets, primarily fixed assets, are reviewed for impairment whenever events
        or
        changes in circumstances indicate that the carrying amount of the assets
        might
        not be recoverable. We do not perform a periodic assessment of assets for
        impairment in the absence of such information or indicators. Conditions that
        would necessitate an impairment assessment include a significant decline
        in the
        observable market value of an asset, a significant change in the extent or
        manner in which an asset is used, or a significant adverse change that would
        indicate that the carrying amount of an asset or group of assets is not
        recoverable. For long-lived assets to be held and used, we recognize an
        impairment loss only if its carrying amount is not recoverable through its
        undiscounted cash flows and measures the impairment loss based on the difference
        between the carrying amount and estimated fair value. We, determined based
        upon
        an independent valuation performed on our equipment acquired from American
        United Corporation that there was impairment of $1,750,875 (on October 6,
        2003)
        based upon the fair value of the stock issued for the equipment. This amount
        is
        reflected as impairment in the December 31, 2003 financial
        statements.
 
 **Recent
        Accounting Pronouncements**
 
 On
        December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
        Statement of Financial Accounting Standards No. 123 (Revised 2004),
“ *Share-Based
        Payment* ”
(“SFAS
        123R”). SFAS 123R requires that compensation cost related to share-based payment
        transactions be recognized in the financial statements. Share-based payment
        transactions within the scope of SFAS 123R include stock options, restricted
        stock plans, performance-based awards, stock appreciation rights, and employee
        share purchase plans. The provisions of SFAS 123R, as amended, are effective
        for
        small business issuers beginning as of the next interim period after December
        15, 2005.
  12
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  **Item
        3.     Controls and Procedures**
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act are recorded, processed, summarized and
        reported, within the time periods specified in the SEC's rules and forms.
        Disclosure controls and procedures include, without limitation, controls
        and
        procedures designed to ensure that information required to be disclosed in
        our
        reports filed under the Exchange Act is accumulated and communicated to
        management, including our Chief Executive Officer and Chief Financial Officer,
        to allow timely decisions regarding required disclosure.
 
 We
        carried out an evaluation of the effectiveness of the design and operation
        of
        our disclosure controls and procedures (as defined in Exchange Act Rules
        13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried
        out
        under the supervision and with the participation of our board of directors
        at
        that time. Based upon that evaluation, our board of directors concluded that,
        as
        of March 31, 2005, our disclosure controls and procedures were effective.
 
 Subsequent
        to this reporting period, there was a change in management and new members
        were
        appointed to our board of directors. Our current management, under the
        supervision and with the participation of our board of directors, has reviewed
        the disclosure controls and procedures in place as of March 31, 2005 and
        concluded that they were not effective. This conclusion was reached as a
        result
        of our failure to include certain financial information in the condensed
        consolidated financial statements for the reporting period and subsequent
        reporting periods.
 
 Our
        board
        of directors are currently working towards implementing significant changes
        in
        our internal controls over financial reporting that are expected to materially
        affect such controls. Our board of directors is seeking to retain a consultant
        to recommend for implementation specific disclosure controls and procedures
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act are recorded, processed, summarized and
        reported, within the time periods specified in the SEC's rules and
        forms.
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  **PART
        II - OTHER INFORMATION**
 
 **Item
        1.     Legal
        Proceedings**
 
 We
        are
        not a party to any pending legal proceeding. We are not aware of any pending
        legal proceeding to which any of our officers, directors, or any beneficial
        holders of 5% or more of our voting securities are adverse to us or have
        a
        material interest adverse to us.
 
 **Item
        2.     Unregistered Sales of Equity
        Securities and Use of Proceeds**
 
 The
        information set forth below relates to our issuances of securities without
        registration under the Securities Act during the reporting period which were
        not
        previously included in a Current Report on Form 8-K.
 
 During
        the reporting period, we issued 200,000 shares of restricted common stock
        to a
        consultant for services rendered. These shares were issued pursuant to Section
        4(2) of the Securities Act of 1933. We did not engage in any general
        solicitation or advertising.  We
        issued
        the stock certificates and affixed the appropriate legends to the restricted
        stock.
 
 **Item
        3.     Defaults upon Senior
        Securities**
 
 None
 
 **Item
        4.     Submission of Matters to a Vote of
        Security Holders**
 
 No
        matters have been submitted to our security holders for a vote, through the
        solicitation of proxies or otherwise, during the quarterly period ended March
        31, 2005.
 
 **Item
        5.     Other
        Information**
 
 None
 
 **Item
        6.      Exhibits**
 
 **Exhibit
                  Number**
              **Description
                  of Exhibit**31.1
              Certification
                  of Chief Executive Officer pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200231.2
              Certification
                  of Chief Financial Officer pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200232.1
              Certification
                  of Chief Executive Officer and Chief
                  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant
                  to Section 906 of the Sarbanes-Oxley Act of
                  2002
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 **SIGNATURES**
 
 In
        accordance with the requirements of the Securities and Exchange Act of 1934,
        the
        Registrant has duly caused this report to be signed on its behalf by the
        undersigned, thereunto duly authorized.
 
 **United
                  American Corporation**Date:
              May
                  17, 2006By:       
                  /s/ Simon Lamarche
                Simon Lamarche
                Title:**Chief
                  Executive Officer, Chief Financial Officer, and
                  Director**