**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 endedSeptember
                30, 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
 Table
          of Contents





TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis
            4Item
                3:
            Controls
                and Procedures
            12PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            13Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            13Item
                3:
            Defaults
                Upon Senior Securities
            13Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            13Item
                5:
            Other
                Information
            13Item
                6:
            Exhibits
            13





**Explanatory
      Note**





In
      our
      quarterly report on Form 10-QSB for the period ended September
      30, 2005 filed with the Securities and Exchange Commission on November 23,
      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 September 30, 2005 was inaccurate as a result
      of this error.





We
      erred
      by failing to properly include on the Condensed Consolidated Balance Sheet
      as of
      September 30, 2005 capital assets acquired pursuant to the share exchange
      agreement entered into with 3874958 Canada Inc. on July 18, 2003. Consequently,
      the Condensed Consolidated Balance Sheet as of September 30, 2005 was inaccurate
      as a result of this error.





We
      erred
      by failing to include in the condensed consolidated financial statements for
      the
      three and nine months ended September 30, 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.





In
      this
      amended quarterly report on Form 10-QSB/A for the period ended September 30,
      2005, we are restating the financial statements for the reporting period to
      provide the financial information set forth above which was previously omitted.


2
 Table
          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 September 30, 2005
                (Restated)F-2
            Condensed
                Consolidated Statements of Operations and Comprehensive Income (Loss)
                for
                the Nine and Three Months Ended September 30, 2005 (Restated) and
                2004
                (Restated)F-3
            Condensed
                Consolidated Statements of Cash Flows for the Nine
                Months Ended September 30, 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 September 30, 2005 are not necessarily indicative of the results that
      can
      be expected for the full year.


3
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          of Contents


**UNITED
        AMERICAN CORPORATION**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
 **SEPTEMBER
        30, 2005**
 **(UNAUDITED)**


**Restated****(IN
                  US$)****ASSETS**Current
                  Assets:Cash
                  and cash equivalents
              $
              233,745Accounts
                  receivable, net
              
              121,111Inventory
              
              32,468Prepaid
                  expenses and other current assets
              
              23,481Total
                  Current Assets
              
              410,805Fixed
                  assets, net of depreciation
              
              670,425**TOTAL
                  ASSETS**
              $
              1,081,230**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
                  Liabilities:Loan
                  payable
              $
              34,372Loan
                  payable - related parties
              
              103,592Convertible
                  debentures
              
              90,961Derivative
                  liability
              
              9,039Accounts
                  payable and accrued expenses
              
              389,082Total
                  Current Liabilities
              
              627,046**Total
                  Liabilities**
              
              627,046**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Common
                  stock, $.001 Par Value; 50,000,000 shares authorizedand
                  49,969,985 shares issued and outstanding
              
              49,970Additional
                  paid-in capital
              
              4,219,448Accumulated
                  deficit
              
              (4,248,212)Accumulated
                  other comprehensive income (loss)
              
              15,048Noncontrolling
                  interest
              
              417,930**Total
                  Stockholders' Equity (Deficit)**
              
              454,184**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              $
              1,081,230






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 NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND
        2004**
 **(UNAUDITED)**
  **IN
                  US$****NINE
                  MONTHS ENDED**
              
              
              **THREE
                  MONTHS ENDED****SEPTEMBER
                  30,**
              
              
              **SEPTEMBER
                  30,****2005**
              
              
              **2004**
              
              
              **2005**
              
              
              **2004****(Restated)**
              
              
              **(Restated)**
              
              
              **(Restated)**
              
              
              **(Restated)****OPERATING
                  REVENUES**Sales
              $
              2,794,530
              
              $
              216,323
              
              $
              1,578,134
              
              $
              142,244**COST
                  OF SALES**Inventory,
                  beginning of period
              
              44,059
              
              
              -
              
              
              102,490
              
              
              -Purchases
              
              2,581,312
              
              
              145,485
              
              
              1,545,796
              
              
              86,125Inventory,
                  end of period
              
              (32,468)
              
              
              (25,134)
              
              
              (32,468)
              
              
              (25,134)**Total
                  Cost of Sales**
              
              2,592,903
              
              
              120,351
              
              
              1,615,818
              
              
              60,991**GROSS
                  PROFIT (LOSS)**
              
              201,627
              
              
              95,972
              
              
              (37,684)
              
              
              81,253**OPERATING
                  EXPENSES**Selling
                  and promotion
              
              128,104
              
              
              42,919
              
              
              5,060
              
              
              24,760Research
                  and development
              
              103,006
              
              
              -
              
              
              103,006
              
              
              -Professional
                  and consulting fees
              
              591,972
              
              
              176,711
              
              
              7,308
              
              
              129,264Commissions
                  and wages
              
              310,157
              
              
              -
              
              
              77,547
              
              
              -Other
                  general and administrative expenses
              
              77,408
              
              
              17,274
              
              
              20,542
              
              
              9,613Depreciation,
                  amortization and impairment
              
              138,303
              
              
              131,118
              
              
              39,220
              
              
              43,706**Total
                  Operating Expenses**
              
              1,348,950
              
              
              368,022
              
              
              252,683
              
              
              207,343**LOSS
                  BEFORE OTHER INCOME (EXPENSE)**
              
              (1,147,323)
              
              
              (272,050)
              
              
              (290,367)
              
              
              (126,090)**OTHER
                  INCOME (EXPENSE)**Interest
                  expense
              
              (9,000)
              
              
              (2,221)
              
              
              (3,000)
              
              
              (664)**Total
                  Other Income (Expense)**
              
              (9,000)
              
              
              (2,221)
              
              
              (3,000)
              
              
              (664)**NET
                  LOSS BEFORE PROVISION FOR INCOME TAXES****AND
                  NONCONTROLLING INTEREST**
              
              (1,156,323)
              
              
              (274,271)
              
              
              (293,367)
              
              
              (126,754)Noncontrolling
                  interest
              
              86,170
              
              
              -
              
              
              
              
              
              -**NET
                  LOSS BEFORE PROVISION FOR INCOME TAXES**
              
              (1,070,153)
              
              
              (274,271)
              
              
              (293,367)
              
              
              (126,754)**Provision
                  for Income Taxes**
              
              -
              
              
              -
              
              
              -
              
              
              -**NET
                  LOSS APPLICABLE TO COMMON SHARES**
              $
              (1,070,153)
              
              $
              (274,271)
              
              $
              (293,367)
              
              $
              (126,754)**NET
                  LOSS PER BASIC AND DILUTED SHARES**
              $
              (0.02)
              
              $
              (0.01)
              
              $
              (0.01)
              
              $
              (0.00)**WEIGHTED
                  AVERAGE NUMBER OF COMMON****SHARES
                  OUTSTANDING**
              
              47,425,846
              
              
              41,123,159
              
              
              49,969,985
              
              
              41,477,127**COMPREHENSIVE
                  INCOME (LOSS)**Net
                  loss
              $
              (1,070,153)
              
              $
              (274,271)
              
              $
              (293,367)
              
              $
              (126,754)Other
                  comprehensive income (loss)Currency
                  translation adjustments
              
              88,376
              
              
              (2,635)
              
              
              43,699
              
              
              (3,116)Comprehensive
                  income (loss)
              $
              (981,777)
              
              $
              (276,906)
              
              $
              (249,668)
              
              $
              (129,870)




The
        accompanying notes are an integral part of the condensed consolidated financial
        statements.


F-2
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          of Contents


**UNITED
        AMERICAN CORPORATION**


**CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004**
 **(UNAUDITED)**
 **IN
                      US$****2005**
                  
                  
                  **2004****(Restated)**
                  
                  
                  **(Restated)****CASH
                      FLOWS FROM OPERATING ACTIVITIES**Net
                      loss
                  $
                  (1,070,153)
                  
                  $
                  (274,271)**Adjustments
                      to reconcile net loss to net cash****used
                      in operating activities:**Depreciation,
                      amortization and impairment
                  
                  138,303
                  
                  
                  131,118Shares
                      issued for services
                  
                  473,750
                  
                  
                  92,674**Changes
                      in assets and liabilities**(Increase)
                      in accounts receivable
                  
                  (68,367)
                  
                  
                  (29,586)(Increase)
                      decrease in inventory
                  
                  11,591
                  
                  
                  (25,134)(Increase)
                      in prepaid expenses and other current assets
                  
                  (22,661)
                  
                  
                  (791)Increase
                      in accounts payable andand
                      accrued expenses
                  
                  282,707
                  
                  
                  70,344Total
                      adjustments
                  
                  815,323
                  
                  
                  238,625**Net
                      cash (used in) operating activities**
                  
                  (254,830)
                  
                  
                  (35,646)**CASH
                      FLOWS FROM INVESTING ACTIVITIES**Acquisitions
                      of fixed assets
                  
                  (85,498)
                  
                  
                  (5,493)**Net
                      cash (used in) investing activities**
                  
                  (85,498)
                  
                  
                  (5,493)**CASH
                      FLOWS FROM FINANCING ACTIVITES**Proceeds
                      from loan payable
                  
                  8,793
                  
                  
                  21,995Proceeds
                      from loan payable - related parties, net
                  
                  60,890
                  
                  
                  30,155Proceeds
                      from convertible debentures
                  
                  331,760
                  
                  
                  -**Net
                      cash provided by financing activities**
                  
                  401,443
                  
                  
                  52,150Effect
                      of foreign currency
                  
                  88,376
                  
                  
                  (2,635)**NET
                      INCREASE IN****CASH
                      AND CASH EQUIVALENTS**
                  
                  149,491
                  
                  
                  8,376**CASH
                      AND CASH EQUIVALENTS -****BEGINNING
                      OF PERIOD**
                  
                  84,254
                  
                  
                  -**CASH
                      AND CASH EQUIVALENTS - END OF PERIOD**
                  $
                  233,745
                  
                  $
                  8,376**CASH
                      PAID DURING THE PERIOD FOR:**Interest
                      expense
                  $
                  6,000
                  
                  $
                  2,221


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**
 **SEPTEMBER
        30, 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)**
 **SEPTEMBER
        30, 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. 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. Therefore, a noncontrolling interest
        is
        reflected in the consolidated financial statements.
 
 As
        discussed in Note 10 to the condensed consolidated financial statements,
        the
        Company has restated its financial statements for the nine months ended
        September 30, 2005 and 2004.
 
 **Going
        Concern**
 
 As
        shown
        in the accompanying condensed consolidated financial statements the Company
        has
        incurred recurring losses of $1,070,153 and $274,271 for the nine months
        ended
        September 30, 2005 and 2004, and has a working capital deficiency of $216,241
        as
        of September 30, 2005. The Company has recently emerged from the development
        stage and as of March 31, 2004 has just started generating revenues.
 
 F-5
 Table
            of Contents
 
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **SEPTEMBER
        30, 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
 Table
            of Contents
 
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **SEPTEMBER
        30, 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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            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **SEPTEMBER
        30, 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
        foreign currency gain (loss) of $88,376 and ($2,635) for the nine months
        ended
        September 30, 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 September 30, 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
            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **SEPTEMBER
        30, 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 nine months ended September 30, 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)**
 **SEPTEMBER
        30, 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
 Table
            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **SEPTEMBER
        30, 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)**
 **SEPTEMBER
        30, 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 September 30, 2005 were as follows:
 
 Estimated
                  UsefulLives
                  (Years)Computer
                  equipment
              5
              $879,618Less:
                  accumulated depreciation
              
              (131,118)Fixed
                  assets, net
              
              $748,500
 
 There
        was
        $138,303 and $131,118 depreciation charged to operations for the nine months
        ended September 30, 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)**
 **SEPTEMBER
        30, 2005 AND 2004**
 
 **NOTE
        4-** **LOANS
        PAYABLE**
 
 The
        Company beginning in 2004 entered into unsecured loans payable with non-related
        parties. There was $34,372 outstanding as of September 30, 2005.
 
 **NOTE
        5-** **RELATED
        PARTY LOANS**
 
 Beginning
        in 2004, the Company’s subsidiary entered into non-interest bearing loans with
        OSK Capital II Corp, a company with common officers and directors. There
        was
        $30,920 outstanding as of September 30, 2005.
 
 Additionally,
        the Company had loans with various directors that were non-interest bearing.
        There was $103,592 outstanding as of September 30, 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 $43,537 based on 500,000 shares ($100,000 at a $.20 exercise
        price).
 
 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 September 30, 2005, June 30, 2005,
        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.
  F-13
 Table
            of Contents
 
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **SEPTEMBER
        30, 2005 AND 2004**
 **NOTE
          6-    **CONVERTIBLE
          DEBENTURES****(CONTINUED)****
  As
        of
        June 30, 2005 the call option was valued at $.024. As of September 30, 2005
        the
        call option was valued at $.018. The stock price as of December 31, 2004
        was
        approximately $.15 per share, as of March 31, 2005 was approximately $.11,
        as of
        June 30, 2005 was approximately $.06, and as of September 30, 2005 was $.05,
        therefore there was a decrease of $34,498 for the nine months and $2,876
        for the
        three months ended September 30, 2005 in the derivative liability as of
        September 30, 2005.
 
 The
        embedded derivative did not qualify as a fair value or cash flow hedge under
        SFAS No. 133.
 
 Interest
        expense for the nine months ended September 30, 2005 and 2004 was $9,000
        and $0,
        respectively. At September 30, 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)**
 **SEPTEMBER
        30, 2005 AND 2004**
 
 **NOTE
        8-** **STOCKHOLDERS’
        EQUITY (DEFICIT)**
 
 **Common
        Stock**
  As
          of
          September 30, 2005, the Company has 50,000,000 shares of common stock authorized
          with a par value of $.001.
 
 The
          Company has 49,969,985 shares issued and outstanding as of September 30,
          2005.
 
 During
          the nine months ended September 30, 2005, the Company issued 1,400,000
          for
          services at $.10 per share and 4,450,000 at $.075 per share for a value
          of
          $473,750.
 
 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
        September 30, 2005 and 2004, deferred tax assets consist of the
        following:
 
 
  At
        September 30, 2005, the Company had a net operating loss carryforward in
        the
        approximate amount of $4,248,212, 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)**
 **SEPTEMBER
        30, 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 September 30,
        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-** **RESTATED
        FINANCIAL STATEMENTS** ****
 
 The
        Company has restated its previously issued condensed consolidated financial
        statements for the nine months ended September 30, 2005 and 2004 to
        include:
 
 ·
            The
                results of operations for its subsidiary Teliphone, Inc. which had
                been
                previously excluded; ·
            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 $665,625 and $600,133 to bring the restated loss to $1,070,153
        and
        $274,271 for the nine months ended September 30, 2005 and 2004, respectively,
        and the restated accumulated deficit to $4,248,212 and $2,827,352 as of
        September 30, 2005 and 2004.
 
 F-16
 Table
            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **SEPTEMBER
        30, 2005 AND 2004**
 
 
 **NOTE
        11-** **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 nine months ended September 30, 2005 are as follows:
 
 Wholesale
              
              ConnectionCorporate
              
              Services
              
              Services
              
              TotalSales
              $
              -
              $
              2,647,376
              $
              147,154
              $
              2,794,530Cost
                  of sales
              
              -
              
              2,262,356
              
              330,547
              
              2,592,903Gross
                  profit (loss)
              
              -
              
              385,020
              
              (183,393)
              
              201,627Operating
                  expenses
              
              473,750
              
              442,581
              
              294,316
              
              1,210,647Depreciation,
                  amortization and impairment
              
              111,525
              
              7,437
              
              19,341
              
              138,303Interest
                  (net)
              
              (9,000)
              
              (0)
              
              (0)
              
              (9,000)Net
                  income (loss)
              
              (594,275)
              
              (64,998)
              
              (497,050)
              
              (1,156,323)Segment
                  assets
              
              483,275
              
              314,048
              
              283,907
              
              1,081,230Fixed
                  Assets, net of depreciation
              
              483,275
              
              30,752
              
              156,398
              
              670,425
 
 Operating
        segment data for the three months ended September 30, 2004 are as follows:
 
 Wholesale
              
              ConnectionCorporate
              
              Services
              
              Services
              
              TotalSales
              $
              -
              $
              212,876
              $
              3,447
              $
              216,323Cost
                  of sales
              
              -
              
              116,330
              
              4,021
              
              120,351Gross
                  profit (loss)
              
              -
              
              96,546
              
              (574)
              
              95,972Operating
                  expenses
              
              92,674
              
              115,274
              
              28,956
              
              236,904Depreciation,
                  amortization and impairment
              
              131,118
              
              -
              
              -
              
              131,118Interest
                  (net)
              
              -
              
              (2,221)
              
              -
              
              (2,221)Net
                  income (loss)
              
              (223,792)
              
              (20,949)
              
              (29,530)
              
              (274,271)Segment
                  assets
              
              743,007
              
              37,986
              
              31,394
              
              812,387Fixed
                  Assets, net of depreciation
              
              743,007
              
              5,493
              
              -
              
              748,500


F-17
 Table
          of Contents




**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 our name to reflect the acquisition
      of
      American United Corporation shares and the new direction of our business.


4
 Table
          of Contents


**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
      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.




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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.





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.




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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 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




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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.





Our
      management proposed to spin-off our majority-owned subsidiary, OSK. To complete
      the spin-off,




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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 and Nine Months Ending September 30, 2005 and
      2004**





For
      the
      three month period ended September 30, 2005, we generated total revenue of
      $1,578,134, compared to revenue of $142,244 for the same three month period
      in
      the prior year.  For the nine month period ended September 30, 2005, we
      generated total revenue of $2,794,530, compared to revenue of $216,323 for
      the
      same nine month period in the prior year. 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 $1,556,104 of our total revenue generated for the three months
      ended September 30, 2005 and $2,772,301 of our total revenue generated for
      the
      nine months ended September 30, 2005. Sales of VoIP services in Canada through
      our subsidiary, Teliphone, Inc., accounted for $22,301 of our total revenue
      generated for the three months ended September 30, 2005 and $147,154 of our
      total revenue generated for the nine months ended September 30, 2005.




Our
      cost
      of sales for the three months ended September 30, 2005 was $1,615,818, compared
      to cost of sales of $60,991 in the same reporting period in the prior
      year.  Our cost of sales for the nine months ended September 30, 2005 was
      $2,592,903, compared to cost of sales of $120,351 in the same reporting period
      in the prior year. The increase in our cost of revenues is attributable to
      increased purchases of terminating minutes within countries of termination,
      along with purchases of inventory of hardware attributed to new customer
      acquisition for OSK Capital II Corp./Teliphone.




Gross
      loss for the three months ended September 30, 2005 was $37,684, compared to
      gross profit of $81,253 for the three months ended September 30, 2004.  The
      decrease in gross profit for the three months ended September 30, 2005 when
      compared to the same reporting period in the prior year is attributable to
      increased purchases of inventory to provide to our increasing consumer base.
      Gross profit for the nine months ended September 30, 2005 was $201,627, compared
      to $95,972 for the nine months ended September 30, 2004. The increase in gross
      profit for the nine months ended September 30, 2005 when compared to the same
      reporting period in the prior year is attributable to activities related to
      the
      profitable sale of VoIP termination on our CarribeanONE platform.




For
      the
      three month period ended September 30, 2005 we incurred operating expenses
      in
      the amount of $252,683 compared to operating expenses of $207,343 in the same
      three month period in the prior year.  For the nine month period ended
      September 30, 2005 we incurred operating expenses in the amount of $1,348,950,
      compared to operating costs of $368,022 in the same nine 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, OSK Capital II Corp./Teliphone, during the
      reporting period.





For
      the
      three month period ended September 30, 2005, we had a net loss of
      $293,367.  We had a net loss of $126,754 for the three month period ended
      September 30, 2004.  For the nine month period ended September 30, 2005, we
      had a net loss of $1,070,153.  We had a net loss of $274,271 for the nine
      month period ended September 30, 2004. An increase in our net loss for the
      three
      and nine months ended September 30, 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.




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**Liquidity
      and Capital Resources**





As
      of
      September 30, 2005, we had total current assets of $410,805 of which $233,745
      consisted of cash on hand. Our total current liabilities as of September 30,
      2005 were $627,046. We had a working capital deficit of $216,241 as of September
      30, 2005.





Operating
      activities used $254,830 in cash for the nine months ended September 30, 2005.
      Our net loss of $1,070,153 for the nine months ended September 30, 2005 was
      the
      primary component of our negative operating cash flow. . Our net cash used
      in
      investing activities for the nine months ended September 30, 2005 was $85,498.
      Investing activities during the nine months ended September 30, 2005 relate
      to
      the acquisition of fixed assets. Cash flows provided by financing activities
      during the nine months ended September 30, 2005 consisted of $401,443. We
      primarily relied on revenues and proceeds from a convertible debenture to fund
      our operations during the nine months ended September 30, 2005.





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
      September 30, 2005, there were no off balance sheet arrangements.





**Going
      Concern**





As
      shown
      in the accompanying condensed consolidated financial statements, we have
      incurred recurring losses of $1,070,153 and $274,271 for the nine months ended
      September 30, 2005 and 2004, and had a working capital deficiency of $216,241
      as
      of September 30, 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.




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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.





**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 $88,376 and ($2,635) for the nine
      months ended September 30, 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.




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**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.





**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 September 30, 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 September 30, 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 September 30, 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**





None





**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
      September 30, 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**