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 endedSeptember
                30, 2005[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the
                transition period ___________ to __________Commission
                File
                Number:000-27621





United
      American Corporation


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





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








1080
                Beaver Hall, Suite 1555, Montreal, Quebec, Canada H2Z
                1S8(Address
                of principal executive offices)





514-313-6010(Issuer’s
                telephone number)220
                Mount Saint Hilaire, Quebec, Canada J3H 5Z6(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 September 30,
      2005.





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





Table
          of Contents








TABLE
                OF CONTENTS
              
              uaclogo
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis
            8Item
                3:
            Controls
                and Procedures
            14PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            16Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            16Item
                3:
            Defaults
                Upon Senior Securities
            16Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            16Item
                5:
            Other
                Information
            16Item
                6:
            Exhibits
            16


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:





(a)
            Unaudited
                Interim Consolidated Balance Sheet as of
                September 30, 2005.(b)
            Unaudited
                Interim Consolidated Statements of Operations for
                the three and nine month ended September 30, 2005 and
                2004;(c)
            Unaudited
                Interim Consolidated Statements of Cash Flows for the
                nine months ended September 30, 2005 and 2004; and(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 September 30,
      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 Balance Sheet**


**As
      at September 30, 2005**


(Amounts
      expressed in United States Dollars)


(Unaudited)


**ASSETS****Current**Cash
            $
            241,267Accounts
                receivable
            
            42,031Sales
                tax receivable
            
            48,831Loan
                receivable- Director
            
            292,736Inventory
            
            93,956Pre-paid
                expenses & deposits
            
            24,424743,245**Internet
                telecommunications equipment, net of accumulated
                depreciation**
            
            688,253**1,431,498**








**LIABILITIES****Current**Bank
                indebtedness
            
            7,266Accounts
                payable
            
            241,561Loans
                payable
            
            186,776Debentures
                payable
            
            100,000Advance
                from shareholders
            
            -Total
                Liabilities
            
            **535,603****STOCKHOLDERS'
                DEFICIENCY**Capital
                stock
            
            45,465Capital
                in excess of par value
            
            2,158,345Additional
                paid up capital (discount)
            
            53,557Comprehensive
                income(loss)
            
            206,373Deficit
            
            (1,567,845)Total
                stockholders' deficit
            
            895,895Total
                liabilities and stockholders' deficit
            
            **1,431,498**





F-1
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          of Contents


**UNITED
      AMERICAN CORPORATION**


**(A
      Development Stage Company)**


**Interim
      Consolidated Statement of Operations**


**For
      the Three Months and Nine Months Period Ended September 30, 2005**


(Amounts
      Expressed in United States Dollars)


(Unaudited)





**Three
                Months September 30,**
            **Nine
                Months****September
                30,****2005**
            
            
            **2004**
            
            
            **2005**
            
            
            **2004****Sales**
            
            1,611,110
            
            
            235,829
            
            
            2,840,067
            
            
            1,302,890**Cost
                of sales**
            
            1,487,356
            
            
            
            
            
            2,452,318Inventory,
                beginning of period
            
            101,981
            
            
            
            
            
            25,952Purchases
            
            39,533
            
            
            
            
            
            209,969141,514
            
            
            
            
            
            2,688,239Inventory,
                end of year
            
            91,705
            
            
            25,134
            
            
            89,411
            
            
            25,1341,537,165
            
            
            227,468
            
            
            2,598,828
            
            
            566,227**Gross
                profit**
            
            73,946
            
            
            8,361
            
            
            241,239
            
            
            736,663**Operating
                expenses**Sales
                and promotion
            
            (1,667)
            
            
            14,921
            
            
            186,132
            
            
            14,921Professional
                and consulting fees
            
            59,469
            
            
            84,275
            
            
            239,845
            
            
            84,775Travel
            
            1,903
            
            
            8,073
            
            
            5,061
            
            
            8,073Telecommunication
                and network costs
            
            33,580
            
            
            64,004
            
            
            88,760
            
            
            281,122Salaries
                and wage levies
            
            19,176
            
            
            25,448
            
            
            88,760
            
            
            281,122Interest
                on long term debt
            
            -
            
            
            -
            
            
            -
            
            
            -Delivery
                and transport
            
            1,211
            
            
            4,801
            
            
            13,289
            
            
            4,801Telephone
            
            1,703
            
            
            -
            
            
            4,995
            
            
            -Interest
                and service charges
            
            6,991
            
            
            2,221
            
            
            18,041
            
            
            2,221Office
                and general
            
            5,696
            
            
            12,844
            
            
            30,362
            
            
            12,844Amortization
            
            52,519
            
            
            -
            
            
            43,057
            
            
            -Loss
                on foreign exchange
            
            -
            
            
            (43,129)
            
            
            -
            
            
            (43,129)Recovery
                of expenses
            
            (49,112)
            
            
            
            
            
            (47,883)131,470
            
            
            173,418
            
            
            645,768
            
            
            410,801**Earnings
                (loss) before minority interests**
            
            (13,819)
            
            
            (165,057)
            
            
            (404,528)
            
            
            352,862Minority
                interest
            
            -
            
            
            -
            
            
            -
            
            
            -**Net
                earnings (loss)**
            
            (13,819)
            
            
            (165,057)
            
            
            (404,528)
            
            
            352,862**Net
                earnings (loss) per share**
            
            -
            
            
            -
            
            
            -
            
            
            -**Weighted
                average number of shares outstanding**
            
            49,915,159
            
            
            40,658,000
            
            
            49,915,159
            
            
            40,658,000


F-2
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          of Contents


**UNITED
      AMERICAN CORPORATION**


**(A
      Development Stage Company)**


**Interim
      Consolidated Statement of Cash Flows**


**For
      the Nine Months Period Ended September 30, 2005**


(Amounts
      Expressed in United States Dollars)


(Unaudited)











**2005**
            
            **2004****Operating
                activities**Net
                earnings (loss)
            (404,528)
            
            325,862Add:
                Amortization
            73,057Increase
                (decrease) in accounts receivable
            (11,393)
            
            (46,422)Increase
                (decrease) in sales tax
            (31,100)Increase
                (decrease) in inventory
            (10,225)
            
            (25,134)Increase
                (decrease) pre-paids & deposits
            (24,424)Increase
                in accounts payable
            149,742
            
            25,009**Net
                cash used in operating activities**
            (288,871)
            
            279,315**Investing
                activities**Variation
                in assets
            273,261
            
            (479,093)Net
                cash provided by (used by) investing activities
            273,261
            
            (479,093)**Financing
                activities**Increase
                (decrease) in advances to Director
            412,419
            
            (34,063)Variation
                in bank indebtedness
            (409,641)
            
            159,553Increase
                in loan payable
            (240,229)
            
            78,830Increase
                in debentures payable
            100,000Issuance
                of capital stock
            186,623
            
            26,34049,172
            
            230,660Effect
                of foreign currency exchange rate on cash and cash
                equivalents
            163,316**Net
                increase (decrease)**
            196,878
            
            30,882**Cash
                and cash equivalents beginning of year**
            44,389
            
            -**Cash
                and cash equivalents end of year**
            241,267
            
            30,882





F-3
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          of Contents


**UNITED
      AMERICAN CORPORATION**


**(A
      Development Stage Company)**


**Notes
      to Interim Consolidated Financial Statements**


**September
      30, 2005**


(Amounts
      Expressed in United States Dollars)


(Unaudited)







**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 nine month period ended
      September 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 September 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.




F-4
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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 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


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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
      August
      2004, we incorporated Teliphone, Inc. (“Teliphone”), a Canadian corporation,
      which became a wholly-owned subsidiary of our company. We formed Teliphone
      as a
      wholly-owned subsidiary for the purpose handling the origination, management,
      and billing of calls. Teliphone also handles servicing and providing businesses
      and individuals with a mobile or landline phone to access our VoIP network.
      The
      management of calls refers to the routing of calls from the origination point
      to
      the termination point. The billing of calls refers to the collection of charges
      for utilization of our VoIP network.





At
      this
      stage our of business plan, we were successfully able to provide businesses
      and
      individuals with the ability to utilize our VoIP
      network to transmit communications through the use of a mobile and landline
      phone that connects to the Internet. Our ability to grow beyond the Montreal,
      Quebec geographical area was inhibited at this point because we were only were
      able to provide our consumers with telephone numbers that contained Canadian
      area codes. Consumers generally desire area codes for the telephone numbers
      they
      are assigned which are consistent with the geographical area where they
      primarily conduct business or reside.





In
      recognition of this limitation, our management entered into a carrier agreement
      with XO Communications, Inc.(“XO”), a Delaware corporation, on October 12, 2004.
      This carrier agreement with XO provides us with the ability to purchase
      telephone numbers in any of thirty seven (37) major metropolitan markets in
      the
      United States. As a result, we are capable of providing our service to consumers
      in any of these major metropolitan markets in the United States and each
      consumer could now be assigned a telephone number with a local area
      code.





Also
      under the terms of this carrier agreement with XO, we acquired the ability
      to purchase
      and utilize voice channels that
      XO
      maintains within the United States. The ability to purchase and utilize these
      voice channels is beneficial to our consumers that originate calls that
      terminate in the United States. Use of these voice channels enables us route
      calls to their termination point without utilizing carriers outside of our
      network that would likely charge higher fees to route the call to its
      termination point. This completion of the carrier agreement with XO further
      established our VoIP network and positioned us with the ability to compete
      with
      other providers of VoIP in certain major metropolitan markets in the United
      States.





Our
      management identified that another limitation of our service is that access
      to
      our VoIP network requires individuals or businesses to utilize a mobile and
      landline phone that connects to the Internet. Traditional cellular phones do
      not
      require an Internet connection for their utilization. As a result, users of
      traditional cellular phones can physically be more mobile while maintaining
      telephone service. In contrast, the mobility of our consumers is limited to
      areas where an Internet connection can be maintained. Our management concluded
      that the appeal of our service will be enhanced by broadening the physical
      areas
      in which our consumers can utilize their mobile phone while maintaining service.
      To broaden the physical areas in which our consumers can utilize their mobile
      phone, our management began to negotiate agreements with retail establishments that
      have
      a Wi-Fi router. A Wi-Fi router is interconnected to a hi-speed Internet modem,
      cable or ADSL enabling telephone calls made in their retail establishment to
      connect to the Internet. As a result, our consumers would be able access our
      VoIP network through the use their mobile phone when physically present in
      a
      particular retail
      establishment.





On
      November 13, 2004, we entered into an agreement with Ta-Daa High Speed Wireless.
      (Ta-Daa), a provider of wireless Internet access in various retails
      establishments located in Montreal, Quebec. At


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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. 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


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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 .





**Subsidiary
      Spin-off**





In
      March
      2005, our management proposed to spin-off one of our subsidiaries, Teliphone,
      Inc., subject to the approval of the stockholders. At the time of this proposal,
      we owned 100 common shares of the 104 common shares issued and outstanding
      in
      Teliphone. Under the terms of this proposal, our shareholders would have
      received 1 share of Teliphone for each share of our company they owned.





Our
      board
      of directors believed that spinning-off Teliphone would accomplish an important
      objective. The spin-off would enable Teliphone to focus on handling
      the origination, management, and billing of calls and allow us to concentrate
      on
      building an international VoIP focused primarily on call termination.
      T his
      will
      allow both companies that have operations that are focused on different
      objectives to better prioritize the allocation of their management and their
      financial resources for achievement of their corporate objectives.





In
      April
      2005, our management was presented with an opportunity where Teliphone would
      enter into a merger with a wholly-owned subsidiary of OSK Capital II Corp.
      (“OSK”), a public reporting company under Section 12(g) of the Securities
      Exchange Act of 1934. As a result of this opportunity, we did not present our
      original proposal to the shareholders for their consideration and approval.





On
      April
      28, 2005, OSK completed its acquisition of Teliphone, pursuant to an Agreement
      and Plan of Merger and Reorganization. At the effective time of the merger,
      OSK
      acquired all of the outstanding shares of Teliphone and Teliphone merged with
      OSK II Acquisition Corp., a Florida corporation and wholly-owned subsidiary
      of
      OSK Capital II, Corp. Following the merger, Teliphone was the surviving
      corporation. OSK issued 25,000,000 common shares in exchange for all of the
      issued and outstanding shares of Teliphone and these shares of OSK were issued
      to the shareholders Teliphone shareholders on a pro rata basis. We owned 100
      common shares of the 104 common shares issued and outstanding in Teliphone.
      As a
      result, we received 24,038,462 shares of OSK. Following the effectiveness of
      the
      merger, OSK had 30,426,000 common shares issued and outstanding. Consequently,
      Teliphone became a wholly owned subsidiary of OSK and OSK is currently a
      majority-owned subsidiary of our company.





Our
      management proposed to spin-off our majority-owned subsidiary, OSK. To complete
      the spin-off, we propose to distribute the 24,038,462 shares of OSK that we
      own
      on a pro rata basis to our shareholders.





**Change
      in Management**





On
      November 8, 2005, Mr. Benoit Laliberte resigned as our Chief Executive Officer,
      Chief Financial Officer and as a member of our board of directors. There was
      no
      known disagreement with Mr. Laliberte on any matter relating to our operations,
      policies or practices.


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On
      November 8, 2005, Mr. Gilles Poliquin resigned as a member of our board of
      directors.  There was no known disagreement with Mr. Poliquin on any
      matter
      relating to our operations, policies or practices.





On
      November 8, 2005, Mr. Simon Lamarche was appointed as our Chief Executive
      Officer, Chief Financial Officer and as a member of our board of
      directors.





**Results
      of Operations for Three and Nine Months Ending September 30,
      2005**





For
      the
      three month period ended September 30, 2005, we generated total revenue of
      $1,611,110, compared to revenue of $235,829 for the same three month period
      in
      the prior year.  For the nine month period ended September 30, 2005,
      we
      generated total revenue of $2,840,067, compared to revenue of $1,302,890 for
      the
      same ninth 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 nine month period
      ended September 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 network, along with the sales results of our
      subsidiary OSK Capital II Corp./Teliphone.





Our
      cost
      of revenues for the three months ended September 30, 2005 increased to
      $1,537,165 from the same reporting period in the prior year when cost of
      revenues was $227,468.  Our cost of revenues for the nine months ended
      September 30, 2005 increased to $2,598,828 from the same reporting period in
      the
      prior year when cost of revenues was $566,227.  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 three months ended September 30, 2005 was $73,946 compared to
      $8,361 for the three months ended September 30, 2004.  The increase
      in
      gross profit for the three months ended September 30, 2005 when compared to
      the
      same reporting period in the prior year is attributable to us increasing our
      sales volume of VoIP termination services. Gross profit for the nine months
      ended September 30, 2005 was $241,239, compared to $736,663 for nine months
      ended September 30, 2004. The decrease in gross profit for the nine months
      ended
      September 30, 2005 when compared to the same reporting period in the prior
      year
      is attributable to increased costs associated with the purchase of terminating
      minutes both in the aggregate and on a per unit basis.





For
      the
      three month period ended September 30, 2005, we incurred operating expenses
      in
      the amount of $131,470 compared to operating costs of $173,418 in the same
      three
      month period in the prior year. The decrease in operating expenses for the
      three
      months ended September 30, 2005 when compared to the same reporting period
      in
      the prior year is attributable to lower consulting fees and lower networking
      costs to transmit calls over other carriers’ networks. For the nine month period
      ended September 30, 2005, we incurred operating expenses in the amount of
      645,768, compared to operating costs of $410,801 in the same nine month period
      in the prior year.  The increase in operating expenses for the nine
      months
      ended September 30, 2005 when compared to the same reporting period in the
      prior
      year is attributable to significantly higher consulting fees incurred during
      the
      first and second quarter of 2005.





For
      the
      three month period ended September 30, 2005, we had a net loss of $13,819. 
      We had a net loss of $165,057 for the three month period ended September 30,
      2004.  For the nine month period ended September 30, 2005, we had a
      net
      loss of $404,528.  We had a net profit of $352,862 for the nine month
      period ended September 30, 2004.





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**Liquidity
      and Capital Resources**





As
      of
      September 30, 2005, we had total current assets of $743,245 of which $241,267
      consisted of cash on hand. Our total current liabilities as of September 30,
      2005 were $535,603. We had a working capital of $207,642 as of September 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.





**Off
      Balance Sheet Arrangements**





As
      of
      September 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
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of September 30, 2005. This evaluation was carried
      out under the supervision and with the participation of our board of directors.
      Based upon that evaluation, our board of directors concluded that, as of
      September 30, 2005, our disclosure controls and procedures are not effective.





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 our 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.


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We
      restated our financial statements and amended our quarterly report on Form
      10-QSB for the period ended September 30, 2004. We will restate our financial
      statements for the affected periods and amend 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. Our board of directors is seeking to retain a consultant
      to recommend for implementation specific disclosure controls and procedures
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and
      forms.





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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.




**Item
      2.     Unregistered Sales of Equity
      Securities and Use of Proceeds**





None.





**Item
      3.     Defaults upon Senior
      Securities**





None.





**Item
      4.     Submission of Matters to a Vote of
      Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the three month period ended
      September 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, 2005210.2
            Distribution
                Agreement with PODAR Enterprises executed on March 11, 2005210.3
            Term
                Sheet Entered into with NCTel Inc.210.4
            Letter
                of Intent with 9151-4877 Quebec Inc. (doing business under the name
                Dialek
                or NCTel)210.5
            Proposed
                Exchange of Shares of OSK Capital II and Teliphone, Inc.210.6
            Agreement
                and Plan of Merger and Reorganization by and among Teliphone, Inc.
                and OSK
                Acquisition Corp. and OSK Capital II Corp.210.7
            Carrier
                Services Agreement with XO Communications210.8
            Distribution
                Agreement with Car-Tel Inc. executed on July 28, 2004210.9
            Wholesale
                Agreement with 9151-4877 Quebec Inc., also known as Dialek Telecom210.10
            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


2
            Previously
                filed as an exhibit to quarterly report on Form 10-QSB filed on September
                22, 2005







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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:
            November
                22, 2005By:       /s/
                Simon Lamarche
              Simon
                Lamarche
              Title:**Chief
                Executive Officer, Chief Financial Officer &
                Director**