UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB/A**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedMarch
                31, 2004[
                ]
            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
      shares of common stock as of March 31, 2006





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No
      [X]


1
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          of Contents




TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Restated
                Financial Statements
            3Item
                2:
            Management’s
                Discussion and Analysis
            4Item
                3:
            Controls
                and Procedures
            10PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            11Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            11Item
                3:
            Defaults
                Upon Senior Securities
            11Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            11Item
                5:
            Other
                Information
            11Item
                6:
            Exhibits
            11





**Explanatory
      Note**





In
      our
      quarterly report on Form 10-QSB for the period ended March
      31,
      2004 filed with the Securities and Exchange Commission on June 11, 2004, we
      erred by failing to properly account for shares of common stock issued between
      July 1, 2003 and December 31, 2003 when compiling the Statement of Stockholder’s
      Deficiency for the year ended December 31, 2003 and the Consolidated Balance
      Sheet as of December 31, 2003. Consequently, the Condensed Consolidated Balance
      Sheet as of March 31, 2004 was inaccurate as a result of this
      error.





We
      erred
      by failing to properly include on the Condensed Consolidated Balance Sheet
      as of
      March 31, 2004 capital assets acquired pursuant to the share exchange agreement
      entered into with 3874958 Canada Inc. on July 18, 2003. As a result, the
      Condensed Consolidated Balance Sheet as of March 31, 2004 was inaccurate as
      a
      result of this error.





We
      erred
      by failing to include in the consolidated financial statements for the three
      months ended March 31, 2004 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 March 31, 2004,
      we are restating the financial statements for the reporting period to provide
      the financial information set forth above which was previously omitted.


2
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          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of March 31, 2004 (Unaudited and
                Restated);F-2
            Condensed
                ConsolidatedStatements
                of Operations and Comprehensive Income (Loss) for the three month
                periods
                ended March 31, 2004 (Restated) and 2003
                (Unaudited);F-3
            Condensed
                Consolidated Statements of Cash Flows for the three month periods
                ended
                March 31, 2004(Restated)
                and 2003 (Unaudited);F-4
            Notes
                to Condensed Consolidated Financial
                Statements;




These
      unaudited condensed
      consolidated financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America for
      interim financial information and the SEC instructions to Form 10-QSB. In the
      opinion of management, all adjustments considered necessary for a fair
      presentation have been included. Operating results for the interim period ended
      March 31, 2004 are not necessarily indicative of the results that can be
      expected for the full year.


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**UNITED
        AMERICAN CORPORATION**
 **CONDENSED
          CONSOLIDATED BALANCE SHEET**
 **MARCH
          31, 2004**
 **(UNAUDITED)**
 **ASSETS****Restated****(IN
                  US$)**Current
                  Assets:Cash
                  and cash equivalents
              $
              3,327Accounts
                  receivable, net
              
              176Prepaid
                  expenses and other current assets
              
              763Total
                  Current Assets
              
              4,266Fixed
                  assets, net of depreciation
              
              830,419**TOTAL
                  ASSETS**
              $
              834,685**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
                  Liabilities:Loan
                  payable - related parties
              $
              63,908Accounts
                  payable and accrued expenses
              
              74,360Total
                  Current Liabilities
              
              138,268**Total
                  Liabilities**
              
              138,268**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Common
                  stock, $.001 Par Value; 50,000,000 shares authorizedand
                  40,943,242 shares issued and outstanding
              
              40,943Additional
                  paid-in capital
              
              3,324,551Accumulated
                  deficit
              
              (2,667,784)Accumulated
                  other comprehensive income (loss)
              
              (1,293)**Total
                  Stockholders' Equity (Deficit)**
              
              696,417**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              $
              834,685




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






F-1
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**UNITED
          AMERICAN CORPORATION**
 **CONDENSED
          CONSOLIDATED STATEMENTS OF OPERATIONS AND**
 **COMPREHENSIVE
          INCOME (LOSS)**
 **FOR
          THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003**
 **(UNAUDITED)**
   **IN
                    US$****2004**
                
                
                **2003****(Restated)****OPERATING
                    REVENUES**Sales
                $
                2,199
                
                $
                -**COST
                    OF SALES**Inventory,
                    beginning of period
                
                -
                
                
                -Purchases
                
                37,159
                
                
                -Inventory,
                    end of period
                
                -
                
                
                -**Total
                    Cost of Sales**
                
                37,159
                
                
                -**GROSS
                    (LOSS)**
                
                (34,960)
                
                
                -**OPERATING
                    EXPENSES**Selling
                    and promotion
                
                8,263
                
                
                -Professional
                    and consulting fees
                
                22,373
                
                
                -Other
                    general and administrative expenses
                
                4,278
                
                
                1,509Depreciation,
                    amortization and impairment
                
                43,706
                
                
                -**Total
                    Operating Expenses**
                
                78,620
                
                
                1,509**LOSS
                    BEFORE OTHER INCOME (EXPENSE)**
                
                (113,580)
                
                
                (1,509)**OTHER
                    INCOME (EXPENSE)**Interest
                    expense
                
                (1,123)
                
                
                -**Total
                    Other Income (Expense)**
                
                (1,123)
                
                
                -**NET
                    LOSS BEFORE PROVISION FOR INCOME TAXES**
                
                (114,703)
                
                
                (1,509)**Provision
                    for Income Taxes**
                
                -
                
                
                -**NET
                    LOSS APPLICABLE TO COMMON SHARES**
                $
                (114,703)
                
                $
                (1,509)**NET
                    LOSS PER BASIC AND DILUTED SHARES**
                $
                (0.00)
                
                $
                (0.00)**WEIGHTED
                    AVERAGE NUMBER OF COMMON****SHARES
                    OUTSTANDING**
                
                40,943,242
                
                
                13,703,416**COMPREHENSIVE
                    INCOME (LOSS)**Net
                    loss
                $
                (114,703)
                
                $
                (1,509)Other
                    comprehensive income (loss)Currency
                    translation adjustments
                
                (1,293)
                
                
                -Comprehensive
                    income (loss)
                $
                (115,996)
                
                $
                (1,509)
  The
        accompanying notes are an integral part of the condensed consolidated financial
        statements.


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**UNITED
        AMERICAN CORPORATION**


**CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003**
 **(UNAUDITED)**
   **IN
                  US$****2004**
              
              
              **2003****(Restated)****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              $
              (114,703)
              
              $
              (1,509)**Adjustments
                  to reconcile net loss to net cash****used
                  in operating activities:**Depreciation,
                  amortization and impairment
              
              43,706
              
              
              -**Changes
                  in assets and liabilities**(Increase)
                  in accounts receivable
              
              (176)
              
              
              -(Increase)
                  in prepaid expenses and other current assets
              
              (763)
              
              
              -Increase
                  in accounts payable andand
                  accrued expenses
              
              12,648
              
              
              1,509Total
                  adjustments
              
              55,415
              
              
              1,509**Net
                  cash (used in) operating activities**
              
              (59,288)
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITES**Proceeds
                  from loan payable - related parties
              
              63,908
              
              
              -**Net
                  cash provided by financing activities**
              
              63,908
              
              
              -Change
                  in foreign currency
              
              (1,293)
              
              
              -**NET
                  INCREASE IN****CASH
                  AND CASH EQUIVALENTS**
              
              3,327
              
              
              -**CASH
                  AND CASH EQUIVALENTS -****BEGINNING
                  OF PERIOD**
              
              -
              
              
              -**CASH
                  AND CASH EQUIVALENTS - END OF PERIOD**
              $
              3,327
              
              $
              -**CASH
                  PAID DURING THE PERIOD FOR:**Interest
                  expense
              $
              1,123
              
              $
              -




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




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2004 AND 2003**





**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, 2003 audited 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.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**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.





As
      discussed in Note 10 to the condensed consolidated financial statements, the
      Company has restated its condensed consolidated financial statements for the
      three months ended March 31, 2004.





**Going
      Concern**





As
      shown
      in the accompanying condensed consolidated financial statements the Company
      has
      incurred recurring losses of $114,703 and $1,509 for the three months ended
      March 31, 2004 and 2003, and has a working capital deficiency of $134,002 as
      of
      March 31, 2004. The Company has recently emerged from the development stage
      and
      as of March 31, 2004 has just started generating revenues.






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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**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 subsidiaries. All significant intercompany accounts
      and transactions have been eliminated in consolidation.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**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.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**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
      loss of ($1,293) and $0 for the three months ended March 31, 2004 and 2003.




**Research
      and Development**





The
      Company annually incurs costs on activities that relate to research and
      development of new products. Research and development costs are expensed as
      incurred. Certain of these costs are reduced by government grants and investment
      tax credits where applicable.





**Revenue
      Recognition**





In
      2004,
      when the Company emerged from the development stage with the acquisition of
      American United Corporation/ 3874958 Canada Inc. and after assuming ownership
      of
      3894517 Canada Inc. as well as the establishment of Teliphone, Inc. they began
      to recognize revenue from their VoIP services when the services were rendered
      and collection was reasonably assured in accordance with SAB 101.





The
      Company also sells hardware components. These components are recognized upon
      delivery to the subscriber.





**Accounts
      Receivable**





The
      Company conducts business and extends credit based on an evaluation of the
      customers’ financial condition, generally without requiring collateral. Exposure
      to losses on receivables is expected to vary by customer due to the financial
      condition of each customer. The Company monitors exposure to credit losses
      and
      maintains allowances for anticipated losses considered necessary under the
      circumstances. The Company has not recorded an allowance for doubtful accounts
      as of March 31, 2004.





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.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**NOTE
      2-**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**




**Income
      Taxes**





The
      Company accounts for income taxes utilizing the liability method of accounting.
      Under the liability method, deferred taxes are determined based on differences
      between financial statement and tax bases of assets and liabilities at enacted
      tax rates in effect in years in which differences are expected to reverse.
      Valuation allowances are established, when necessary, to reduce deferred tax
      assets to amounts that are expected to be realized.





**Convertible
      Instruments**





The
      Company reviews the terms of convertible debt and equity securities for
      indications requiring bifurcation, and separate accounting, for the embedded
      conversion feature. Generally, embedded conversion features where the ability
      to
      physical or net-share settle the conversion option is not within the control
      of
      the Company are bifurcated and accounted for as a derivative financial
      instrument. (See Derivative Financial Instruments below). Bifurcation of the
      embedded derivative instrument requires allocation of the proceeds first to
      the
      fair value of the embedded derivative instrument with the residual allocated
      to
      the debt instrument. The resulting discount to the face value of the debt
      instrument is amortized through periodic charges to interest expense using
      the
      Effective Interest Method.





**Derivative
      Financial Instruments**





The
      Company generally does not use derivative financial instruments to hedge
      exposures to cash-flow or market risks. However, certain other financial
      instruments, such as warrants or options to acquire common stock and the
      embedded conversion features of debt and preferred instruments that are indexed
      to the Company’s common stock, are classified as liabilities when either (a) the
      holder possesses rights to net-cash settlement or (b) physical or net share
      settlement is not within the control of the Company. In such instances, net-cash
      settlement is assumed for financial accounting and reporting, even when the
      terms of the underlying contracts do not provide for net-cash settlement. Such
      financial instruments are initially recorded at fair value and subsequently
      adjusted to fair value at the close of each reporting period. Fair value for
      option-based derivative financial instruments is determined using the
      Black-Scholes Valuation Method.





**Advertising
      Costs**




The
      Company expenses the costs associated with advertising as incurred. Advertising
      expenses for the three months ended March 31, 2004 and 2003 are


included
      in general and administrative expenses in
      the condensed
      consolidated statements of operations.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**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.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**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.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**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. For 2004 and 2003, the Company operated in one segment and one
      geographical location.





**Recent
      Accounting Pronouncements**





On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
      Statement of Financial Accounting Standards No. 123 (Revised 2004),
“ *Share-Based
      Payment* ”
(“SFAS
      123R”). SFAS 123R requires that compensation cost related to share-based payment
      transactions be recognized in the financial statements. Share-based payment
      transactions within the scope of SFAS 123R include stock options, restricted
      stock plans, performance-based awards, stock appreciation rights, and employee
      share purchase plans. The provisions of SFAS 123R, as amended, are effective
      for
      small business issuers beginning as of the next interim period after December
      15, 2005.





**NOTE
      3-**  **FIXED
      ASSETS**





Fixed
      assets as of March 31, 2004 were as follows:





Estimated
                UsefulLives
                (Years)Computer
                equipment
            5
            $874,125Less:
                accumulated depreciation
            
            (43,706)Fixed
                assets, net
            
            $830,419





There
      was
      $43,706 and $0 depreciation charged to operations for the three months ended
      March 31, 2004 and 2003, 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.




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          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**NOTE
      4-** **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 were
      no
      amounts outstanding as of March 31, 2004.





Additionally,
      the Company had loans with various directors that were interest bearing at
      various rates. There was $63,908 outstanding as of March 31, 2004. Interest
      expense for the three months ended March 31, 2005 was $1,123.




**NOTE
      5-    **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
      embedded derivative did not qualify as a fair value or cash flow hedge under
      SFAS No. 133.





Interest
      for the year ended December 31, 2004 was approximately $2,419 and was accrued
      at
      December 31, 2004. There was no interest accrued or paid in the three months
      ended March 31, 2004 and 2003.




F-13
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          of Contents





**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**NOTE
      6-** **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.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**NOTE
      7-**  **STOCKHOLDERS’
      EQUITY (DEFICIT)**





**Common
      Stock**




As
      of
      March 31, 2004, the Company has 50,000,000 shares of common stock authorized
      with a par value of $.001.





The
      Company has 40,943,242 shares issued and outstanding as of March 31,
      2004.





During
      the three months ended March 31, 2004, the Company did not issue any shares
      of
      stock.





In
      the
      year ended December 31, 2003, the Company issued 989,826 shares for services
      at
      a fair market value of $.10 per share or $98,983; and 26,250,000 shares in
      the
      acquisition of American Untied Corporation (equipment) for
      $874,125.





The
      Company has not issued any options or warrants.





**NOTE
      8-**  **PROVISION
      FOR INCOME TAXES**





Deferred
      income taxes are determined using the liability method for the temporary
      differences between the financial reporting basis and income tax basis of the
      Company’s assets and liabilities. Deferred income taxes are measured based on
      the tax rates expected to be in effect when the temporary differences are
      included in the Company’s tax return. Deferred tax assets and liabilities are
      recognized based on anticipated future tax consequences attributable to
      differences between financial statement carrying amounts of assets and
      liabilities and their respective tax bases.





At
      March
      31, 2004 and 2003, deferred tax assets consist of the following:










At
      March
      31, 2004, the Company had a net operating loss carryforward in the approximate
      amount of $2,667,784, available to offset future taxable income through 2024.
      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.




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**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**








**NOTE
      8-**  **PROVISION
      FOR INCOME TAXES** **(CONTINUED)**





A
      reconciliation of the Company’s effective tax rate as a percentage of income
      before taxes and federal statutory rate for the periods ended March 31, 2004
      and
      2003 is summarized as follows:




2004
            
            2003Federal
                statutory rate
            (34.0)%
            
            (34.0)%State
                income taxes, net of federal benefits
            3.3
            
            3.3Valuation
                allowance
            30.7
            
            30.70%
            
            0%





**NOTE
      9-**  **SUBSEQUENT
      EVENTS**





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.




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          of Contents





**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**MARCH
      31, 2004 AND 2003**





**NOTE
      9-**  **SUBSEQUENT
      EVENTS** **(CONTINUED)**





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.





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.





The
      Company entered into a letter of intent to acquire Dialek Telecom on May 16,
      2005. The parties were unable to come to an agreement and the letter of intent
      was terminated.





**NOTE
      10-**  **RESTATED
      FINANCIAL STATEMENTS** ****





The
      Company has restated its previously issued condensed consolidated financial
      statements for the three months ended March 31, 2004 to include:





·
            The
                $2,625,000 of equipment acquired for the 26,250,000 shares issued
                in 2003,
                previously reflected in 2004 and the related impairment of $1,750,875
                based on an independent valuation, the related depreciation of $43,706;


·
            Consolidation
                of 3894517 Canada Inc.; and


·
            The
                issuance of 374,826 shares of stock for legal services valued at
                $37,483
                in 2003.





The
      net
      effect of these changes resulted in an increase in the net loss and accumulated
      deficit of $394,542 to bring the restated loss to $114,703 and the restated
      accumulated deficit to $2,667,785 as of and for the three months ended March
      31,
      2004.




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**Item
      2.     Management’s Discussion and
      Analysis**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
      the actual effect of future plans or strategies is inherently uncertain. Factors
      which could have a material adverse affect on the operations and future
      prospects of the Company on a consolidated basis include, but are not limited
      to: changes in economic conditions, legislative/regulatory changes, availability
      of capital, interest rates, competition, and generally accepted accounting
      principles. These risks and uncertainties should be considered in evaluating
      forward-looking statements and undue reliance should not be placed on such
      statements. Further information concerning the Company and its business,
      including additional factors that could materially affect the Company’s
      financial results, is included herein and in the Company’s other filings with
      the SEC.





**Overview**





We
      were
      incorporated on July 17, 1992, under the laws of the state of Florida. Since
      our
      inception, we sought out various business opportunities, none proved successful
      over a sustained period of time. We explored opportunities to acquire products
      or businesses that had the potential for profit.





On
      July
      18, 2003, we entered into a share exchange agreement with 3874958 Canada Inc.
      whereby we agreed to transfer to 3874958 Canada Inc. 26,250,000 common shares
      of
      our common stock in exchange for the transfer of 100 shares of American United
      Corporation, a Delaware corporation (“AUC”). The 100 shares of AUC represent all
      of the issued and outstanding shares of the company. The agreement was
      contingent on the parties’ due diligence and completion of several conditions
      prior to sale. On October 6, 2003, these conditions were satisfied and the
      sale
      was consummated. Following the consummation of this sale, AUC became a
      wholly-owned subsidiary of our company. AUC was later dissolved.





Benoit
      Laliberté, our CEO, CFO, and Director at the time, was also the sole officer,
      director, and shareholder of American United Corporation at the time that the
      share exchange agreement was entered into and when the sale was consummated.
      In
      addition, Mr. Laliberté was the sole officer, director, and shareholder of
      3874958 Canada, Inc. As a result, Mr. Laliberté was the beneficial holder of the
      100 shares of AUC held by 3874958 Canada, Inc. and is now the beneficial holder
      of the 26,250,000 shares we issued to 3874958 Canada, Inc. in the transaction
      described above.





On
      February 3, 2004, a majority of the shareholders approved a change in the name
      of our company to United American Corporation. Management considered it in
      the
      best interests of the company to change our name to reflect the acquisition
      of
      American United Corporation shares and the new direction of our business.


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**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. 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.




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At
      this
      stage of our 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.
      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.




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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 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




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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, we propose to distribute the 24,038,462 shares of OSK that we
      own
      on a pro rata basis to our shareholders. A record date to present the proposed
      spin-off to our shareholders has not yet been set.





**Results
      of Operations for Three Months Ending March 31, 2004 and
      2003**





For
      the
      three month period ended March 31, 2004, we generated total revenue of $2,199.
      We did not generate any revenue in the three months ended March 31, 2003. Our
      revenue was generated by sales of retail domestic and international voice and
      data products and services using VoIP.  Our generation of revenue for the
      three month period ended March 31, 2004 when compared to the same reporting
      period in the prior year is primarily attributable to the acquisition of
      American United Corporation/ 3874958 Canada Inc.





Our
      cost
      of revenues for the three months ended March 31, 2004 was $37,159. We reported
      no cost of revenues in the three months ended March 31, 2003 because we had
      no
      operations at this time. Our cost of revenues relate to purchases of voice
      and
      data products that utilize VoIP.





Gross
      loss for the three months ended March 31, 2004 was $34,960 and no gross income
      or loss was reported for the three months ended March 31, 2003.





For
      the
      three month period ended March 31, 2004, we incurred operating expenses in
      the
      amount of $78,620 compared to operating costs of $1,509 in the same three month
      period in the prior year. The increase in operating expenses for the three
      months ended March 31, 2004 when compared to the same reporting period in the
      prior year is attributable to commencing operations following the acquisition
      of
      American United Corporation/ 3874958 Canada Inc.





For
      the
      three month period ended March 31, 2004, we had a net loss of $114,703.  We
      had a net loss of $1,509 for the three month period ended March 31, 2003.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2004, we had total current assets of $4,266 of which $3,327 consisted
      of cash on hand. Our total current liabilities as of March 31, 2004 were
      $138,268. As a result, we had a working capital deficit of $134,002 as of March
      31, 2004.




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Operating
      activities used $59,288 in cash for the three months ended March 31, 2004.
      Our
      net loss of $114,703 was the primary component of our negative operating cash
      flow. There were no investing activities during the three months ended March
      31,
      2004. Cash flows provided by financing activities during the three months ended
      March 31, 2004 consisted of $63,908 for proceeds from a loan payable from a
      related party. We primarily relied on loans to fund our operations during the
      three months ended March 31, 2004.




As
      of the
      time of this Amended Quarterly Report, our management believes that we have
      insufficient capital to support our operations at their current level over
      the
      next twelve months. The success of our business is contingent upon us obtaining
      additional financing. We intend to fund operations through debt and/or equity
      financing arrangements, which may be insufficient to fund our capital
      expenditures, working capital, or other cash requirements for the year ending
      December 31, 2006. There can be no assurance that any additional financing
      will
      be available to us on acceptable terms, or at all. We do not have any formal
      commitments or arrangements for the sales of stock or the advancement or loan
      of
      funds at this time.





**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2004, there were no off balance sheet arrangements.





**Going
      Concern**





Our
      independent auditors have stated in their Auditor’s Report included in the Form
      10-KSB that we do not have the necessary working capital to service its debt
      and
      for our planned activities. These factors, among others, raise substantial
      doubt
      about our ability to continue as a going concern. The accompanying consolidated
      financial statements do not include any adjustments that might result from
      this
      uncertainty.





**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.





**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.





**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.





**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




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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 based upon the fair value of the stock issued for the equipment.
      This
      amount is reflected as impairment in the 2003 financial statements.





**Recently
      Issued 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 March 31, 2004. This evaluation was carried
      out
      under the supervision and with the participation of our board of directors
      at
      that time. Based upon that evaluation, our board of directors concluded that,
      as
      of March 31, 2004, our disclosure controls and procedures were effective.





Subsequent
      to this reporting period, there was a change in management and new members
      were
      appointed to our board of directors. Our current management, under the
      supervision and with the participation of our board of directors, has reviewed
      the disclosure controls and procedures in place as of March 31, 2004 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**





On
      February 5, 2004 a majority of the shareholders, by written consent, approved
      a
      change in the name of the Company to United American Corporation.





**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
                1, 2006By:/s/
                Simon Lamarche
              Simon Lamarche
              Title:**Chief
                Executive Officer, Chief Financial Officer, and
                Director**