UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        DC 20549
 
 **FORM
        10-QSB**
 
 [X]
              Quarterly
                  Report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934For
                  the quarterly period endedJune
                  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.)
 
 
 220
                  Mount Saint Hilaire, Quebec, Canada J3H 5Z6(Address
                  of principal executive offices)
 
 514-313-3432(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: 49,915,159 common shares as of June 30,
        2005.
 
 Transitional
        Small Business Disclosure Format (check one): Yes [ ] No [X]
 
  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
              11PART
                  II - OTHER INFORMATIONItem
                  1:
              Legal
                  Proceedings
              12Item
                  2:
              Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds
              12Item
                  3:
              Defaults
                  Upon Senior Securities
              12Item
                  4:
              Submission
                  of Matters to a Vote of Security
                  Holders
              12Item
                  5:
              Other
                  Information
              12Item
                  6:
              Exhibits
              12
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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:
 
 (a)
              Unaudited
                  Interim Consolidated Balance Sheet as of June 30,
                  2005;
 (b)
              Unaudited
                  Interim Consolidated Statement of Operations for the three and
                  six months
                  ended June 30, 2005;
 (c)
              Unaudited
                  Interim Consolidated Statement of Cash Flow for the six months
                  ended June
                  30, 2005;
 (d)
              Notes
                  to Unaudited Interim Consolidated Financial
                  Statements.
 
 These
        unaudited 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 December 31,
        2005
        are not necessarily indicative of the results that can be expected for the
        full
        year.
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            of Contents


**UNITED
      AMERICAN CORPORATION**


**(A
      Development Stage Company)**


**INTERIM
      CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2005**


**(Amounts
      Expressed in United States Dollars)**








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**UNITED
      AMERICAN CORPORATION**


**(A
      Development Stage Company)**


**INTERIM
      CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2005**


**(Amounts
      Expressed in United States Dollars)**











**TABLE
      OF CONTENTS**











Interim Consolidated Balance
                  Sheet
                1
                    -
                    2Interim Consolidated Statements
                  of
                  Operations and Deficit
                3Interim Consolidated Statements
                  of Cash
                  Flows
                4Notes to Consolidated Financial
                  Statements
                5


Table
          of Contents
 **UNITED
              AMERICAN CORPORATION**
 **(A
              Development Stage Company)**
 **Interim
              Consolidated Balance Sheet**
 **As
              at June 30, 2005**
 (Amounts
              expressed in United States Dollars)
 (Unaudited) **Page
              1**








**Assets****Current**Cash
            $
            38,418Accounts
                receivable
            
            61,908Sales
                tax receivable
            
            7,963Inventory
            
            102,490Advance
                to affiliated companies
            
            386,438597,217**Internet
                telecommunications equipment, net of accumulated
                depreciation**
            
            725,779$
            1,322,996







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          of Contents


**UNITED
          AMERICAN CORPORATION**
 **(A
          Development Stage Company)**
 **Interim
            Consolidated Balance Sheet**
 **As
            at June 30, 2005**
 (Amounts
            expressed in United States Dollars)
 (Unaudited)  **Page
            2**







**Liabilities****C****urrent**Bank
                indebtedness
            $
            3,683Accounts
                payable
            
            101,275Loans
                payable
            
            222,967Loan
                payable - parent company
            
            55,218Debentures
                payable
            
            289,325672,468**Minority
                interest**
            
            (180,847)**Stockholders’
                Deficiency****Capital
                stock (note 3)**
            
            45,465**Capital
                in excess of par value**
            
            2,158,345**Additional
                paid up capital**
            
            53,557**Deficit**
            
            (1,425,992)**Total
                stockholders’ deficit**
            
            831,375**Total
                liabilities and stockholders’ deficiency**
            $
            1,322,996







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**UNITED
          AMERICAN CORPORATION**
 **(A
          Development Stage Company)**
 **Interim
          Consolidated Statement of Operations**
 **For
          the Three Months and Six Months Period Ended June 30,
          2005**
 (Amounts
          expressed in United States Dollars)
 (Unaudited) **Page
          3**





**Three
                Months June 30,**
            
            **Six
                Months June 30,****2005**
            
            **2004**
            
            **2005**
            
            **2004****Sales**
            $
            699,884
            
            $
            531,200
            
            $
            1,255,934
            
            $
            1,067,061**Cost
                of sales**Inventory,
                beginning of period
            
            -
            
            
            -
            
            
            30,814
            
            
            -Purchases
            
            412,960
            
            
            223,545
            
            
            933,672
            
            
            338,759412,960
            
            
            223,545
            
            
            964,486
            
            
            338,759Inventory,
                end of year
            
            -
            
            
            -
            
            
            102,490
            
            
            -412,960
            
            
            223,545
            
            
            861,996
            
            
            338,759**Gross
                profit**
            
            286,924
            
            
            307,655
            
            
            393,938
            
            
            728,302**Operating
                expenses**Sales
                and promotion
            
            38,286
            
            
            76,310
            
            
            186,571
            
            
            217,118Professional
                and consulting fees
            
            45,354
            
            
            -
            
            
            164,732
            
            
            -Travel
            
            315
            
            
            -
            
            
            3,126
            
            
            -Telecommunication
                and network costs
            
            11,141
            
            
            -
            
            
            55,623
            
            
            -Salaries
                and wage levies
            
            -
            
            
            20,235
            
            
            44,386
            
            
            20,235Interest
                on long term debt
            
            6,590
            
            
            -
            
            
            8,776
            
            
            -Delivery
                and transport
            
            1,839
            
            
            -
            
            
            12,122
            
            
            -Telephone
            
            479
            
            
            -
            
            
            3,309
            
            
            -Interest
                and service charges
            
            1,404
            
            
            -
            
            
            6,471
            
            
            -Office
                and general
            
            17,800
            
            
            -
            
            
            24,339
            
            
            -Amortization
            
            53,070
            
            
            -
            
            
            115,677
            
            
            -Loss
                on foreign exchange
            
            119,799
            
            
            -
            
            
            119,799
            
            
            -296,077
            
            
            96,545
            
            
            744,931
            
            
            237,353**Earnings
                (loss) before minority interests**
            
            (9,153)
            
            
            211,110
            
            
            (350,993)
            
            
            490,949Minority
                interest
            
            88,317
            
            
            -
            
            
            88,317
            
            
            -**Net
                earnings (loss)**
            $
            79,164
            
            $
            211,110
            
            $
            (262,676)
            
            $
            490,949**Net
                earnings (loss) per share**
            $
            0.00
            
            $
            0.01
            
            $
            (0.00)
            
            $
            0.01**Weighted
                average number of shares outstanding**
            
            49,915,159
            
            
            40,658,000
            
            
            49,915,159
            
            
            40,658,000





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**UNITED
          AMERICAN CORPORATION**
 **(A
          Development Stage Company)**
 **Interim
          Consolidated Statement of Cash Flows**
 **For
          the Six Months Period Ended June 30, 2005**
 (Amounts
          expressed in United States Dollars)
 (Unaudited) **Page
          4**








**2005**
            
            **2004****Operating
                activities**Net
                earnings (loss)
            $
            (262,676)
            
            $
            490,949Add:
                Amortization
            
            115,677
            
            
            -Increase
                (decrease) in accounts receivable
            
            (31,270)
            
            
            (19,458)Increase
                (decrease) in sales tax
            
            9,763
            
            
            -Increase
                (decrease) in inventory
            
            (18,759)
            
            
            -Increase
                in accounts payable
            
            9,456
            
            
            (30,770)**Net
                cash used in operating activities**
            
            (177,809)
            
            
            440,721**Investing
                activities**Variation
                in assets
            
            235,735
            
            
            (424,309)Net
                cash provided by investing activities
            
            235,735
            
            
            (424,309)**Financing
                activities**Variation
                in bank indebtedness
            
            (413,224)
            
            
            -Increase
                in loan payable
            
            (137,680)
            
            
            -Increase
                in debentures payable
            
            289,325
            
            
            -Issuance
                of capital stock
            
            197,682
            
            
            -(63,897)
            
            
            -**Net
                increase (decrease)**
            
            (5,971)
            
            
            16,412**Cash
                and cash equivalents beginning of year**
            
            44,389
            
            
            -**Cash
                and cash equivalents end of year**
            $
            38,418
            
            $
            16,412







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**UNITED
          AMERICAN CORPORATION**
 **(A
          Development Stage Company)**
 **Notes
          to Interim Consolidated Financial Statements**
 **As
          at June 30, 2005**
 (Amounts
          expressed in United States Dollars)
 (Unaudited) **Page
          5**









**1.**  **Basis
      of consolidation**





The
      consolidated financial statements include accounts of United American
      Corporation and its wholly owned subsidiary 3894517 Canada Inc. and its majority
      owned subsidiary OSK Capital II Corp. for the three and six month period ended
      June 30, 2005.








**2.**  **Interim
      reporting**





While
      the
      information presented in the accompanying consolidated interim three months
      financial statements is unaudited, it includes all adjustments, which are in
      the
      opinion of management necessary to present fairly the consolidated financial
      position, results of operations for the interim consolidated periods presented.
      All adjustments are normal recurring nature.








**3.**  **Capital
      stock**





Authorized





The
      Company is authorized to issue 50,000,000 shares of common stock at $0.001
      par
      value. As at June 30, 2005, 49,915,159 shares were issued and
      outstanding.





There
      are
      no warrants or options outstanding to issue any additional shares of common
      stock.





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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: unanticipated
        problems relating to exploration, hazards such as pollution, or other hazards
        which cannot be insured against or predicted, changes in economic conditions,
        availability of capital, 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 of which have
        been
        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 current CEO, CFO, and Director, 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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            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
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  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
        September 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
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  the
        present time, our consumers do not incur any additional cost for originating
        calls from these cafés. Additional agreements were entered into for the same
        purpose on substantially the same terms with other providers of wireless
        Internet access in various retails establishments throughout Montreal, Quebec.
        On November 30, 2004, we entered into a similar agreement with Eye-In Inc.
        and
        also on March 10, 2005 we entered into a similar agreement with Experience
        Wifi
        Inc.
 
 In
        an
        attempt to further broaden the physical areas in which our consumers can
        utilize
        their mobile phone, we entered into a telecommunications services agreement
        on
        November 3, 2004 with Kore Wireless Canada Inc. (“Kore”), a supplier of global
        systems for mobile communications (“GSM”). This agreement will enable us to
        offer a mobile phone that is compatible with both our VoIP network and a
        GSM
        network utilized for traditional cellular phone use. Our consumers will benefit
        because they will now be able to utilize one mobile phone that integrates
        the
        use of both a VoIP and GSM network resulting in an expanding coverage area
        for
        mobile phones which we provide service to. When an Internet connection cannot
        be
        maintained, calls can still be placed using traditional cellular phone
        technology. For our consumers that utilize this service, we have the ability
        to
        integrate into a single bill charges for calls placed utilizing both the
        VoIP
        and GSM networks. Prior to this agreement with Kore, we were unable to offer
        phone service to consumers at times when they did not maintain an Internet
        connection.
 
 Once
        the
        requisite infrastructure was in place and operational, we sought to establish
        agreements and incentives for retailers of telephone products to make available
        to retail
        consumers and small and medium sized companies a
        mobile
        or landline phone that utilizes our VoIP network. In furtherance of this
        objective to provide our target market with a product that is compatible
        with
        our VoIP network, we entered
        into a distribution agreement with Distribution Car-Tel, Inc .
        (“Car-Tel”) on July 28, 2004. Car-Tel is a distributor of pre-paid calling cards
        with established business relationships with various retailers. We entered
        into
        this agreement with the anticipation that Car-Tel would utilize its current
        relationships to introduce our service to retailers. Car-Tel successfully
        introduced our company and service to Teleplus Enterprises Inc. (“Teleplus), a
        retailer of wireless and portable phones with approximately thirty eight
        (38)
        locations primarily in shopping malls throughout Eastern Canada. We currently
        are offering our service through twelve (12) of Teleplus’ retail locations.
        Notwithstanding our current relationship with Teleplus, 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,
        but maintain our current relationship with Teleplus.
 
 Thereafter,
        our management continued to seek agreements with other retailers. On or about
        December 20, 2004, we entered into a retail sales agreement with Digital
        Radio
        Communication (“Digital”). Digital is a retailer of wireless and portable phones
        with approximately nine (9) locations throughout Quebec, Canada excluding
        the
        city of Montreal. Subsequent to entering into this agreement, we entered
        into
        another distribution agreement with MSBR Communication Inc. (“MSBR”) which is
        disclosed below.
 
 On
        January 4, 2005, we signed a letter of intent with VoIPMDU.COM, a company
        based
        in Vancouver, Canada. Under the proposed terms of this agreement, we were
        to
        provide our VoIP infrastructure to service their customer base. A definitive
        agreement was contingent on the parties’ due diligence and the completion of
        several conditions prior to sale. As a result of a failure to satisfy certain
        conditions, a definitive agreement was never consummated.
 
 On
        or
        about January 24, 2005, we entered into a private-label distribution agreement
        with NCTel Inc. (“NCTel”), a telecommunications provider located in Sherbrooke,
        Quebec. Under the terms of this agreement, NCTel will offer to its consumers
        our
        services and telephone product under the NCTel brand name. NCTel’s consumers are
        primarily small to medium size businesses. We agreed to grant
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  NCTel
        the
        rights to be the exclusive provider of our services and telephone product
        in the
        819 area code including and surrounding Sherbrooke, Quebec provided they
        are
        successful in achieving a specified number of service activations in the
        specified time period. In anticipation of increased sales and telecommunication
        traffic resulting from this agreement, we purchase voice channels from Sprint
        Rogers. Subsequent our entering into the private-label distribution agreement
        with NCTel, NCTel was dissolved and its assets were acquired by Dialek Telecom
        (“Dialek”). We then entered into a private-label distribution agreement with
        Dialek on substantially the same terms as previously agreed to with NcTel.
 
 On
        May
        16, 2005, we signed a letter of intent to acquire Dialek. This transaction
        was
        subject to the final negotiation and execution of a definitive agreement.
        We
        were unable to reach an agreement on acceptable terms and a definitive agreement
        was never consummated. Our failure to negotiate a definitive agreement for
        the
        acquisition of Dialek did not affect any of the parties’ rights or obligations
        under the private-label distribution agreement entered into on or about January
        24, 2005.
 
 Our
        agreement with Dialek provided us with an opportunity to reach the small
        to
        medium size businesses portion of our target market. On March 1, 2005, we
        entered into a distribution agreement with MSBR Communication Inc. (“MSBR”) 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.
 
 Prior
        to
        entering into the distribution agreement MSBR, we agreed with Digital Radio
        Communication (“Digital”) that MSBR would distribute our products and services
        to their retail locations. This agreement with Digital assisted in preserving
        the exclusivity of MSBR’s 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. Additionally, MSBR’s assumption of the
        distribution of our products and services to Digital’s retail locations further
        enables us to focus on the origination,
        termination, management, and billing of calls.
 
 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.
  In
        May
        2005, we began preparation to launch a pre-paid long distance calling card
        that
        we refer to as
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  HAITIDIRECT.
        Our management developed this concept of a calling card as a means to attract
        a
        higher volume of VoIP service utilizing our
        VoIP
        network located in Haiti which we refer to as CaribbeanONE. To increase our
        consumer base, we will print these calling cards in English, French, and
        Creole.
        We entered into a verbal agreement with a distributor to assist us in the
        distribution of this product. We anticipate making the calling card available
        to
        the retail market in North America during the last quarter of fiscal 2005.
 
 **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 now proposes 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.
 
 **Results
        of Operations for Three and Six Months Ending July 30,
        2005**
 
 For
        the
        three month period ended June 30, 2005, we generated total revenue of $699,884,
        compared to revenue of $531,200 for the same three month period in the prior
        year.  For the six month period ended June 30, 2005, we generated
        total
        revenue of $1,255,934, compared to revenue of $1,067,061 for the same six
        month
        period in the prior year.  Our revenue was generated by sales of retail
        domestic and international voice and data products and services using
        VoIP.  Our increase in revenue for the three and six month period
        ended
        June 30, 2005 when compared to the same reporting periods in the prior year
        is
        primarily attributable to increases in sales of VoIP termination services
        in our
        CaribbeanONE
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  network,
        along with the sales results of our subsidiary OSK Capital II Corp./Teliphone.
 
 Our
        cost
        of revenues for the three months ended June 30, 2005 increased to $412,960
        from
        the same reporting period in the prior year when cost of revenues was
        $223,545.  Our cost of revenues for the six months ended June 30,
        2005
        increased to $861,996 from the same reporting period in the prior year when
        cost
        of revenues was $338,759.  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
        profit for the second quarter ended June 30, 2005 was $286,924 compared to
        $307,655 for the second quarter ended June 30, 2004.  Gross profit
        for the
        six months ended June 30, 2005 was $393,938, compared to $728,302 for six
        months
        ended June 30, 2004.  The decrease in gross profit for the three and
        six
        months ended June 30, 2005 when compared to the same reporting period in
        the
        prior year is attributable to us incurring increased costs for purchases
        of
        hardware that is sold to consumers enabling them to utilize our service.
        We sell
        the hardware at a loss in order to attract consumers and then make higher
        profit
        margins from the sales of our phone service plans. As a result, we anticipate
        higher profit margins in the future.
 
 For
        the
        three month period ended June 30, 2005 we incurred operating expenses in
        the
        amount of $296,077 compared to operating costs of $96,545 in the same three
        month period in the prior year.  For the six month period ended June
        30,
        2005 we incurred operating expenses in the amount of $744,931, compared to
        operating costs of $237,353 in the same six month period in the prior
        year.  The increase in our operating expenses is primarily attributable
        to
        the emergence and growth of operations in our subsidiary entities during
        the
        current reporting period.
 
 For
        the
        three month period ended June 30, 2005, we had a net income of $79,164. 
        We
        had a net income of $211,110 for the three month period ended June 30,
        2004.  The decrease in our net income for the three month period ended
        June
        30, 2005 when compared to the same reporting period in the prior year is
        primarily attributable to increased expenditures in our subsidiaries for
        the
        purpose of promoting and developing our VoIP network.
 
 For
        the
        six month period ended June 30, 2005, we had a net loss of $262,676. 
        We
        had a net profit of $490,949 for the six month period ended June 30, 2004.
        A net
        loss for the six month period ended June 30, 2005 when compared to a net
        profit
        reported for the same reporting period in the prior year is primarily
        attributable to increased expenditures in the our subsidiaries for the purpose
        of promoting and developing our VoIP network.
 
 **Liquidity
        and Capital Resources**
 
 As
        of
        June 30, 2005, we had total current assets of $597,217 of which $38,418
        consisted of cash on hand. Our total current liabilities as of June 30, 2005
        were $672,468. We had a working capital deficit of $75,251 as of June 30,
        2005.
 
 We
        believe that we have sufficient capital to support our operations at their
        current level over the next twelve months. We anticipate that our revenue
        will
        continue to increase and this will be sufficient to maintain our operations
        at
        their current level.
 
 The
        success of our long-term business plan beyond the next 12 months is contingent
        upon us obtaining additional financing. We do not have any formal commitments
        or
        arrangements for the sales of stock or the advancement or loan of funds at
        this
        time.
 
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  **Off
        Balance Sheet Arrangements**
 
 As
        of
        June 30, 2005, there were no off balance sheet arrangements.
 
 **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
        did
        not evaluate 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 June 30, 2005. Subsequent to the reporting period and following
        the appointment of two new directors, our board of directors concluded that
        the
        present disclosure controls and procedures in place are ineffective. This
        conclusion was reached as a result of our failure to include certain financial
        information in the consolidated financial statements for the periods ended
        September 30, 2004, December 31, 2004, and March 31, 2005. We erred in failing
        to include in the consolidated financial statements for the periods set forth
        above financial information from the operations of the Company’s subsidiary,
        Teliphone, Inc. Teliphone, Inc. was incorporated in Canada on August 28,
        2004.
        We erred by failing to account for the convertible debenture that was issued
        to
        Strathmere Associates International Limited for the principal sum of $100,000
        on
        October 18, 2004 in the audited financial statements included in the annual
        report on Form 10-KSB for the year ended December 31, 2004 and the unaudited
        financial statements included in the quarterly report on Form 10-QSB for
        the
        period ended March 31, 2005. We also erred by failing to include in the
        consolidated financial statements certain disbursements from banking accounts
        maintained by 3894517 Canada Inc., an entity that became a wholly owned
        subsidiary of ours in July 2004.
 
 On
        August
        31, 2005, we dismissed our former independent public accounting firm, Madsen
        & Associates, CPA’s Inc., and engaged Schwartz Levitsky Feldman LLP
        ("Schwartz") as our new independent public accounting firm.
 
 Following
        the correction of the errors set forth above, we will restate its financial
        statements for the affected periods and amend our quarterly report on Form
        10-QSB for the period ended September 30, 2004, our annual report on Form
        10-KSB
        for the year ended December 31, 2004, and our quarterly report on Form 10-QSB
        for the period ended March 31, 2005. We will also take action to correct
        any
        errors, omissions, or misrepresentations brought to our attention by Schwartz. ****
  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.
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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 three month period ended
        June
        30, 2005.
 
 **Item
        5.     Other
        Information**
 
 None.
 
 **Item
        6.      Exhibits**
 
 **Exhibit**
                **Number**
              **Description
                  of Exhibit**10.1
              Distribution
                  Agreement with MSBR Communications, Inc.
                  executed on March 1, 200510.2
              Distribution
                  Agreement with PODAR Enterprises executed
                  on March 11, 200510.3
              Term
                  Sheet Entered into with NCTel Inc.10.4
              Letter
                  of Intent with 9151-4877 Quebec Inc. (doing
                  business under the name Dialek or NCTel)10.5
              Proposed
                  Exchange of Shares of OSK Capital II and
                  Teliphone, Inc.10.6
              Agreement
                  and Plan of Merger and Reorganization by and
                  among Teliphone, Inc. and OSK Acquisition Corp. and OSK Capital
                  II
                  Corp.10.7
              Carrier
                  Services Agreement with XO
                  Communications10.8
              Distribution
                  Agreement with Car-Tel Inc. executed on
                  July 28, 200410.9
              Wholesale
                  Agreement with 9151-4877 Quebec Inc., also
                  known as Dialek Telecom10.10
              Share
                  Exchange Agreement with 3874958 Canada Inc. on July 18, 2003131.1
              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
 1  Previously
        filed as an exhibit to current report on Form 8-K filed on January 15,
        2004
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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:
              September
                  22, 2005By:       /s/Benoit
                  Laliberte
                Benoit
                  Laliberté
                Title:**Chief
                  Executive Officer, Chief Financial Officer &
                  Director**