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 ended:March
      31, 2005[
      ]
    Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period __________to__________Commission
      File Number:000-27621





United
American Corporation


(Exact
name of small business issuer as specified in its charter)





Florida
    95-4720231(State
      or other jurisdiction of incorporation or organization)
    (IRS
      Employer Identification No.)








220
      De La Coulee, 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





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 44,065,159 common shares as of March 31,
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
    6PART
      II - OTHER INFORMATIONItem
      1:
    Legal Proceedings
    8Item
      2:
    Unregistered Sales of Equity Securities and Use of
      Proceeds
    8Item
      3:
    Defaults Upon Senior Securities
    8Item
      4:
    Submission of Matters to a Vote of Security
      Holders
    8Item
      5:
    Other Information
    8Item
      6:
    Exhibits
    8











2
 ***Table of Contents***





**PART
I - FINANCIAL INFORMATION**





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





Our
unaudited financial statements included in this Form 10-QSB are as
follows:





(a)
    Balance
      Sheet as of March 31, 2005.


(b)
    Statements
      of Operations for the three month periods ended March 31, 2005 and 2004;


(c)
    Statement
      of Changes in Stockholders’ Equity


(d)
    Statements
      of Cash Flow for the three month periods ended March 31, 2005 and 2004;


(e)
    Notes
      to 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 March 31, 2005 are
not necessarily indicative of the results that can be expected for the full
year.





3
 ***Table of Contents***


****
 **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **BALANCE
SHEET**
 **March
31, 2005 and December 31, 2004**
 
 unaudited**Mar
      31,**
    
    **Dec
      31,******
    
    **2005**
    
    **2004****ASSETS****CURRENT
      ASSETS**Cash
    
    $
    -
    
    $
    -Accounts
      receivable - affiliate
    
    
    78,642
    
    
    44,389Total Current Assets
    
    
    78,642
    
    
    44,389**INTERNET
      TELECOMMUNICATIONS EQUIPMENT**-net
      of accumulated depreciation
    
    
    830,419
    
    
    874,125$
    909,061
    
    $
    918,514**LIABILITIES
      AND STOCKHOLDERS' EQUITY****CURRENT
      LIABILITIES**Accounts
      payable
    
    $
    18,020
    
    $
    18,020Total Current Liabilities
    
    
    18,020
    
    
    18,020**CONTINGENT
      LIABILITIES**-
      note 6
    
    
    -
    
    
    -**STOCKHOLDERS'
      EQUITY**Common
      stock50,000,000 shares authorized at $0.001 par value;45,465,159 shares issued and outstanding
    
    
    45,465
    
    
    44,065Capital
      in excess of par value
    
    
    2,158,345
    
    
    2,019,745Deficit
      accumulated during development stage
    
    
    (1,312,769
    )
    
    (1,163,316
    )Total Stockholders' Equity
    
    
    891,041
    
    
    900,494$
    909,061
    
    $
    918,514
 
 The
accompanying notes are an integral part of these financial
statements.
 
  F -
1
 ***Table of Contents***
  **UNITED
AMERICAN CORPORATION**
 **(Development
Stage Company)**
 **STATEMENT
OF OPERATIONS -** unaudited
 **For
the Three Months Ended March 31, 2005 and 2004 and the**
 **Period
July 17, 1992 (date of inception) to March 31, 2005**
 
 **Mar
      31,**
    
    **Mar
      31,**
    
    **Jul
      17, 1992 to********2005**
    
    **2004**
    
    **Mar
      31, 2005****REVENUES
      -**telecommunications
    
    $
    216,253
    
    $
    535,861
    
    $
    1,514,778**EXPENSES**Cost of operations
    
    
    197,500
    
    
    115,214
    
    
    1,483,618Administrative
    
    
    124,500
    
    
    140,808
    
    
    1,880,327Depreciation & amortization
    
    
    43,706
    
    
    -
    
    
    58,444365,706
    
    
    256,022
    
    
    3,422,389**NET
      LOSS -**before
      other income and expense
    
    
    (149,453
    )
    
    279,839
    
    
    (1,907,611
    )**OTHER
      INCOME AND EXPENSES******Extinguishment of debt**-**note
      5
    
    
    -
    
    
    -
    
    
    625,964Loss
      of assets
    
    
    -
    
    
    -
    
    
    (31,122
    )**NET
      INCOME (LOSS)**
    
    $
    (149,453
    )
    $
    279,839
    
    $
    (1,312,769
    )**NET
      LOSS PER COMMON SHARE**Basic
      and diluted
    
    $
    -
    
    $
    .02**AVERAGE
      OUTSTANDING SHARES**Basic (stated in 1,000s)
    
    
    44,119
    
    
    14,318
 
 
 The
accompanying notes are an integral part of these financial
statements.
  F -
2
 ***Table of Contents***
 ****
 **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY**
 **For
the Period July 17, 1992 (Date of Inception)**
 **to
March 31, 2005**
 Common
      Stock
    
    Capital
      in
      Excess
      of
    
    Accumulated**Shares**
    
    **Amount**
    
    **Par
      Value**
    
    **Deficit****Balance
      July 17, 1992**(date of inception)
    
    
    -
    
    $
    -
    
    $
    -
    
    $
    -Issuance
      of common stock for services
    
    
    1,000,000
    
    
    1,000
    
    
    1,500
    
    
    -at
      $0.001Net
      operating loss for the period endedDecember
      31, 1992
    
    
    -
    
    
    -
    
    
    -
    
    
    (2,500
    )Issuance
      of common stock for cashat
      $.05 - net of issuance costs
    
    
    2,500,000
    
    
    2,500
    
    
    116,825
    
    
    -Contribution
      to capital - expenses
    
    
    -
    
    
    -
    
    
    1,500
    
    
    -Net
      operating loss for the year endedDecember
      31, 1998
    
    
    -
    
    
    -
    
    
    -
    
    
    (120,450
    )Issuance
      of common stock for cashat
      $0.005 - net of issuance costs
    
    
    5,000,000
    
    
    5,000
    
    
    18,667Net
      operating loss for the year endedDecember
      31, 1999
    
    
    -
    
    
    -
    
    
    -
    
    
    (32,490
    )Net
      operating loss for the year endedDecember
      31, 2000
    
    
    -
    
    
    -
    
    
    -
    
    
    (123,601
    )Issuance
      of common stock forsoftware
      rights
    
    
    1,168,224
    
    
    1,168
    
    
    (1,168
    )
    
    -Net
      operating loss for the year endedDecember
      31, 2001
    
    
    -
    
    
    -
    
    
    -
    
    
    (461,660
    )Issuance
      of common stock for servicesat
      $.10 - June 21, 2002
    
    
    4,035,192
    
    
    4,035
    
    
    399,484
    
    
    -Contribution
      to capital - expenses
    
    
    -
    
    
    -
    
    
    91,000
    
    
    -Net
      operating loss for the year endedDecember
      31, 2002
    
    
    -
    
    
    -
    
    
    -
    
    
    (567,322
    )Issuance
      of common stock for servicesat
      $.10 - Sept to Dec 2003
    
    
    615,000
    
    
    615
    
    
    60,885
    
    
    -Net
      operating income for the year endedDecember
      31, 2003
    
    
    -
    
    
    -
    
    
    -
    
    
    543,300Issuance
      of common stock for cash at $.10
    
    
    436,743
    
    
    437
    
    
    43,237
    
    
    -Issuance
      of common stock for servicesat
      $.15 - Aug-Nov 2004
    
    
    2,740,000
    
    
    2,740
    
    
    408,260
    
    
    -Issuance
      of common stock for services at $.10
    
    
    320,000
    
    
    320
    
    
    31,680
    
    
    -Issuance
      of common stock for equipmentat
      $.0333 - December 2004
    
    
    26,250,000
    
    
    26,250
    
    
    847,875
    
    
    -Net
      operating loss for the year endedDecember
      31, 2004
    
    
    -
    
    
    -
    
    
    -
    
    
    (398,593
    )Issuance
      of common stock for cash at $.10
    
    
    200,000
    
    
    200
    
    
    19,800
    
    
    -Issuance
      of common stock for services at $.10
    
    
    1,200,000
    
    
    1,200
    
    
    118,800
    
    
    -Net
      operating loss for the three months endedMarch
      31, 2005
    
    
    -
    
    
    -
    
    
    -
    
    
    ****(149,453****
    ****)******Balance
      March 31, 2005**
    
    
    45,465,159
    
    $
    45,465
    
    $
    2,158,345
    
    $
    (1,312,769
    )
   The
accompanying notes are an integral part of these financial
statements.
 
 F -
3
 ***Table of Contents***
 **UNITED
AMERICAN CORPORATION**
 **(Development
Stage Company )**
 **STATEMENT
OF CASH FLOWS -** unaudited
 **For
the Three Months Ended March 31, 2005 and 2004 and the**
 **Period
July 17, 1992 (date of inception) to March 31, 2005**
 
 **Mar
      31,**
    
    **Mar
      31,**
    
    **Jul
      17, 1992 to****2005**
    
    **2004**
    
    **Mar
      31, 2005****CASH
      FLOWS FROM****OPERATING
      ACTIVITIES**Net
      income (loss)
    
    $
    (149,453
    )
    $
    279,839
    
    $
    (1,312,769
    )Adjustments
      to reconcile net income (loss) tonet
      cash provided by operatingactivitiesChanges
      in accounts receivable
    
    
    34,253
    )
    
    -
    
    
    (78,642
    )Changes
      in accounts payables
    
    
    -
    
    
    -
    
    
    643,984Contributions
      to capital - expenses
    
    
    -
    
    
    -
    
    
    92,500Capital
      stock issued as payment for expenses and services
    
    
    120,000
    
    
    1,030,519Extinguishment
      of debt
    
    
    -
    
    
    -
    
    
    (625,964
    )Depreciation
      and amortization
    
    
    43,706
    
    
    -
    
    
    43,706Equipment
      abandoned
    
    
    -
    
    
    -
    
    
    -Net
      Change in Cash Flows from Operations
    
    
    (20,000
    )
    
    279,839
    
    
    (206,666
    )**CASH
      FLOWS FROM INVESTING****ACTIVITIES**Purchase
      of telecom equipment - lost 3rdquarter 2004
    
    
    -
    
    
    (225,279
    )
    
    -**CASH
      FLOWS FROM FINANCING****ACTIVITIES**Proceeds
      from issuance of common stock
    
    
    20,000
    
    
    -
    
    
    206,666Net
      Change in Cash
    
    
    -
    
    
    54,560
    
    
    -Cash
      at Beginning of Period
    
    
    -
    
    
    -
    
    
    -Cash
      at End of Period
    
    $
    -
    
    $
    54,560
    
    $
    -**SCHEDULE
      OF NONCASH OPERATING ACTIVITIES**Contributions
      to capital - expenses - 2000-2002
    
    
    
    
    
    
    
    $
    92,500Issuance
      of 10,030,192 common shares as payment for expenses -
      1992-2005
    
    
    
    
    
    
    
    
    1,030,519
 
 
 The
accompanying notes are an integral part of these financial
statements.
  F -
4
 ***Table of Contents***
 ****
 **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **NOTES
TO FINANCIAL STATEMENTS**
 **March
31, 2005**
 
  **1.**  **ORGANIZATION**
 
 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.
 
 During
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.
 
 The
Company is considered to be in the developmental stage.
 **2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Accounting
Methods
 
 The
Company recognizes income and expenses based on the accrual method of
accounting.
 
 Dividend
Policy
 
 The
Company has not yet adopted a policy regarding payment of
dividends.
 
 Income
Taxes
 
 The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.
 
 On March
31, 2005, the Company had a net operating loss available for carryforward of
approximately $1,312,769. The
income tax benefit of approximately $400,000 from the loss carry forward has
been fully offset by a valuation reserve because the use of the future tax
benefit is doubtful since the Company has not been able to project a reliable
net operating profit for future years.
 
 The loss
carryforward expires starting in 2007 through 2025.
 
 
 F -
5
 ***Table of Contents***
  **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **NOTES
TO FINANCIAL STATEMENTS (Continued)**
 **March
31, 2005**
 
 
 
 **2.    
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued**
 
 Internet
Telecommunications Equipment
 
 During
2004 the company acquired the telecommunications equipment, outlined in note 3,
valued at $874,125, by the issuance of common capital stock. The equipment was
put into service in January 2005 and is being depreciated over five years, its
estimated economic life, using the straight line method.
 
 Basic
and Diluted Net Income (Loss) Per Share
 
 Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share
amounts are computed using the weighted average number of common shares and
common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic share amounts are shown in the report.
 
 Financial
and Concentrations Risk
 
 The
Company does not have any concentration or related financial credit
risk.
 
 Revenue
Recognition
 
 Revenue
will be recognized on the sale and delivery of a product or the completion of a
service provided.
 
 Advertising
and Market Development
 
 The
company will expense advertising and market development costs as
incurred.
 
 Estimates
and Assumptions
 
 Management
uses estimates and assumptions in preparing financial statements in accordance
with accounting principles generally accepted in the United States of America.
Those estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
 
 Financial
Instruments
 
 The
carrying amounts of financial instruments are considered by management to be
their estimated fair values due to their short term maturities.
 
 
 F -
6
 ***Table of Contents***
 
 **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **NOTES
TO FINANCIAL STATEMENTS (Continued)**
 **March
31, 2005**
 
 
 
 **2.     
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued**
 
 Recent
Accounting Pronouncements
 
 The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
 
 **3.      
ACQUISITION OF INTERNET TELECOMMUNICATIONS EQUIPMENT**
 
 On July
18, 2003 the Company entered into a contract of purchase of all the outstanding
stock of United American Corp.(a Delaware Corporation) from 3874958 Canada Inc.
(a Canadian Corporation and an affiliate of the Company by common officers). The
terms of the purchase provided for a stock for stock exchange in which the
Company would issue 26,500,000 common shares of its common capital stock to
3874958 Canada Inc. in exchange for all shares of United American Corp. The
26,500,000 shares of the Company were issued into an escrow account on October
5, 2003 pending closing of the exchange.
 
 On
December 3, 2004 the share agreement was replaced by a purchase agreement for
the purchase of the Internet Telecommunications Equipment, including all of the
computer, software, and technology owned by 3894517 Canada Inc., by the release
of the 26,500,000 common shares in escrow to 3874958 Canada Inc. .
 
 **4.     
CAPITAL STOCK**
 
 During
2003 the Company issued 374,826 shares into an escrow account as security for
the future payment of legal expense. During 2004 320,000 of the shares were
released for payment of legal fees leaving 54,826 shares in escrow. The
remaining shares are not shown as outstanding until they are released and used
as payment on legal fees.
 
 During
the first quarter 2005 the Company issued 1,200,000 restricted common shares for
services and 200,000 restricted common shares for cash of $20,000.
 
 
 
 
 
 F -
7
 ***Table of Contents***
 **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **NOTES
TO FINANCIAL STATEMENTS (Continued)**
 **March
31, 2005**
 
  
 **5.      
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES**
 
 Officer-directors
have not acquired any of the common outstanding stock of the Company nor
received any compensation, however, an affiliate, controlled by an officer of
the Company, has acquired the 26,250,000 shares outlined in note 3.
 
 **6.     
CONTINGENT LIABILITIES - EXTINGUISHMENT OF DEBT**
 
 During
2003 the Company deleted $625,964 of its carried debt because it was determined
that the statute of limitations had run, within the state or Canadian province
in which the debt had been incurred. Any of the creditors could start legal
actions against the Company for recovery by claiming exceptions in the laws of
the jurisdiction that may apply. The cost of defending any potential action or
any amount that may be recovered by a creditor cannot be determined.


F -
8
 ***Table of Contents***


****


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





**Forward-Looking
Statements**





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





Overview





We were
incorporated on July 17, 1992, under the laws of the state of Florida. Our
initial name was American Financial Seminars, Inc.





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. 26,500,000 common shares of
our common stock in exchange for the transfer of 100 shares of American United
Corporation, a Delaware corporation. The 100 shares of American United
Corporation 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.





Benoit
Laliberté, our current CEO, CFO, and Director, is also the sole officer,
director, and shareholder of American United Corporation. In addition, Mr.
Laliberté is the sole officer, director, and shareholder of 3874958 Canada, Inc.
As a result, Mr. Laliberté was the beneficial holder of the 100 shares of
American United Corporation 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, by written consent, approved a
change in the name of the Company to United American Corporation. In order to
reflect the acquisition of American








4
 ***Table of Contents***








United
Corporation shares, management considered it in the best interests of the
Company to change their name.





Description
of Business





Following
the acquisition of American United Corporation, we have revised our business
plan and implemented the business plan of American United Corporation. American
United Corporation 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 (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.





Our
business provides businesses and individuals with a mobile phone that utilizes
VoIP.





Prior to
the merger with us, American United Corporation acquired from Vectoria Inc.,
companies involved in the fields of Internet, networks and IP Telephony: 3874699
Canada Inc (doing business under Vectoria Corporation), Vectoria Telecom Inc.,
9072-7009 Québec Inc. (Doing business under Prolan Communications), 3422411
Canada Inc. (formerly Smartnet.ca Inc.).




Products
and Services




We are
currently offering a mobile phone that is connected to a Wi-Fi router, which is
interconnected to a hi-speed Internet modem, cable or ADSL. The mobile phone
connects to the Internet using a high-speed Internet connection.




Assets





As of March
31 , 2005,
we had total assets in the amount of $909,061. Our
largest asset is telecom equipment in the amount of $830,419.





Liabilities
and Stockholders’ Equity





Our total
liabilities as of March 31, 2005
were $18,020. Our liabilities consist of Accounts Payable in the








5
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amount of
$18,020.





Our
stockholders’ equity was $891,041 as of March 31, 2005.





Results
of Operations





Our
revenue for the three month period ended March 31, 2005
was $216,253, compared to revenue of $535,861 in the same three month period in
prior year. Our revenue was generated by sales of retail domestic and
international voice and data products and services using VoIP.





Our total
expenses for the three months ended March 31, 2005
were $365,706, compared to expenses of $256,022 as of March 31, 2004. Our
expenses for the three months ended March 31, 2005
consisted of administrative expenses of $124,500, cost of operations in the
amount of $197,500, and depreciation and amortization expenses in the amount of
$43,706.





Our net
loss for the three months ended March 31, 2005 was
$149,453.





Liquidity
and Capital Resources





As of March 31, 2005,
we maintained $0 cash. We need additional capital to successfully implement our
business plan. The
success of our business plan for the next 12 months is contingent upon us
obtaining additional financing. If we are unable to obtain additional financing,
our business plan will be significantly impaired. We do not have any formal
commitments or arrangements for the sales of stock or the advancement or loan of
funds. Without the necessary cash flow, we will not be able to pursue our plan
of operations until such time as the necessary funds are raised.





On March 31,
2005 , we had
a working capital of $60,622.





Going
Concern





Our
independent auditors have stated in their Auditor’s Report included in the Form
10-KSB that the Company does not have the necessary working capital to service
its debt and for its 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.





Revenue
Recognition





Revenues
will be recognized on the sale and delivery of a product or the completion of a
service provided.





**Item 3.  Controls and Procedures**





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Mr. Benoit Laliberté. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that, as of
March 31, 2005, our disclosure controls and procedures are effective. There have
been no significant changes in our internal controls over financial reporting
during the quarter ended March 31, 2005 that have materially affected or are
reasonably likely to materially affect such controls.






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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.





Limitations
on the Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.














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**PART
II - OTHER INFORMATION**





**Item 1.     Legal
Proceedings**





None.





**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**





None.





**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
      23, 2005By:/s/   Benoit
      Laliberté
      Benoit
      Laliberté
      Title:**Chief
      Executive Officer, Chief Financial Officer, and
      Director**
















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