June 30, 2004
 
        000-27621
  
 UNITED AMERICAN CORPORATION
    FLORIDA 95-4720231
  
 220 De La Coulee, Mount Saint Hilaire, Quebec, Canada J3H 5Z6
  
 514-788-4890
  
   
 
   
  40,658,242 shares of common stock as of June 30, 2004
 
  
 1 
 PART I - FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
  
     
  
 2 
 **UNITED AMERICAN CORPORATION**
 (Development Stage Company)
 BALANCE SHEET
 June 30, 2004
 
 ASSETSCURRENT ASSETSCash

16,412Receivable

19,45835,870Telecom equipment net of accumulated depresiation

424,309Total Current Assets
$
460,179LIABILITES AND STOCKHOLDERSEQUITYCURRENT LIABILITIESAccounts Payable
$
30,942Total Current Liabilities

30,942STOCKHOLDERS EQUITYCommon stock 50,000,000 shares authorized at $0.001 par value;40,658,242 shares issued and outstanding

40,658Capital in excess of par value

662,353Deficit accumulated during the Development stage

(273,774)Total Stockholders' Equity

388,579$
460,179 ****








The accompanying notes are an integral part of these financial statements.





F1







**UNITED AMERICAN CORPORATION**


(Development Stage Company)


STATEMENT OF OPERATIONS


For the Three and Six Months Ended June 30, 2004 and 2003


and the Period July 17, 2002 to June 30, 2004








|3 Month             3 Month               6 Month              6 Month           Jul 17, 1992
ended                 ended                   ended                  ended              to June 30,
June 30,              June 30,               June 30,               June 30,              2004
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2004                  2003                   2004                     2003                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                
|REVENUES                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                
|EXPENSES                                                                                                                                                                                                                                                                                        
|Administrative                                                                                                                                                                                                                                                                                  
|Operation                                                                                                                                                                                                                                                                                       
|Depreciation & amortization                                                                                                                                                                                                                                                                     
|Consultants & salaries                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                
|NET PROFIT (loss)
before other income and expense                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                
|OTHER INCOME &                                                                                                                                                                                                                                                                                  
|EXPENSES                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                
|Extinguishment of debt                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                
|Lost of assets                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                
|NET PROFIT (LOSS)                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                
|Basic                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                
|AVERAGE OUTSTANDING                                                                                                                                                                                                                                                                             
|SHARES                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                
|Basic (stated in 1,000s)                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                



The accompanying notes are an integral part of these financial statements.





F2



UNITED AMERICAN CORPORATION.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2004 and 2003
and the Period July17, 1992 (date of inception) to June 30, 2004
June 30,                   June 30,                     July17,
2004                        2003                         1992 to
2004June 30, 2003CASH FLOWS FROMOPERATIONG ACTIVITIESNet Profit (loss)

$
490,949

$
(5,009
)
$
(273,774)Adjustments to reconcile net loss to netcash provided by operating activitesChanges in accounts payables


(30,770)


5,009


656,906Changes in accounts receivable


(19,458)





(19,458)Contributions to capital-expenses


-


-


92,500Extinguishment of debt


-


-


(625,964)Capital stock issued as payment for expenses


-


-


467,519Net increase (Decrease) in Cash Flows from operations


440,721


-


297,729CASH FLOWS FROM INVESTINGACTIVITIESTelecom Equipment


(424,309)


-


(424,309)CASH FLOWS FROM FINANCINGACTIVITIESProceeds from loans


-


-


-Proceeds from common stock subscriptions


-


-


142,992Net change in Cash


(16,412)


-


16,412Cash at Beginning of Period


0


-


-Cash at end of Period

$
16,412

$
-

$
16,412SCHEDULE OF NON CASH OPERATION ACTIVITIESContributions to capital-expenses 2000-2004







$
92,500Stock issued as payment for expenses 1992-2004








467,519

The accompanying notes are an integral part of these financial statements.

F3
**UNITED AMERICAN CORPORATION**
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2004


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 an increase in the authorized common stock to 50,000,000 shares with a par value of $.001 and on February 5, 2004 the name was changed to United American Corporation.


The Company was organized for the purpose of marketing a software license known as Gnotella , however, in late 2001 this activity was abandoned and the Company has remained inactive after that date and is now in the process of entering the telecommunications business as outlined in note 7.

The Company is in the development 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 June 30, 2004, the Company had a net operating loss available for carryforward of approximately $273,774. The amount of carryforward that may be available to offset future profits has not been determined and therefore no provision for a tax benefit has been provided. The loss carryforward expires starting in 2007 through 2024.

F4


**UNITED AMERICAN CORPORATION**
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2004


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

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 is recognized on the sale and delivery of a product or the completion of a service provided.

Advertising and Market Development

The company expenses 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.

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.


F5


**UNITED AMERICAN CORPORATION**
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2004

3.     CAPITAL STOCK

During 2002 the Company completed the registration and issuance of 4,035,192 common shares at $.10 for services, of which, 1,847,877 shares were issued to manager of the Company. (Note 4) During 2003 the Company issued 615,000 shares for services at $.10. During 2003 the Company issued 374,826 shares into an escrow account as security for the future payment of legal expense. The shares will not be shown as outstanding until they are released and used as payment on legal fees.

4.     SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors have not acquired any of the common outstanding stock of the Company nor received any compensation, however, the contract of purchase agreement described in note 7 is between the Company and a corporation controlled by the Company president.

A manager of the Company, not an officer-director at the time, received 1,847,877 free trading common shares for services, which he sold, and he has also made contributions to capital during 2002 by the payment $91,000 of Company expenses.

5.     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 cannotbe determined.

6.     GOING CONCERN

The Company will need additional working capital to service its debt and to be successful in its planned activity which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate in the coming year.

F6


**UNITED AMERICAN CORPORATION**
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2004


7.     ACQUISITION OF ALL OUTSTANDING STOCK OF UNITED AMERICAN CORP.

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 provides for a stock for stock exchange in which the Company will issue 26,250,000 common shares of its common capital stock to 3874958 Canada Inc. in exchange for 100 shares of United American Corp. The 26,250,000 shares of the Company was issued into an escrow account on October 5, 2003 pending closing of the exchange and will represent 65% of the outstanding stock of the Company after closing. The closing is expected to be completed during September of 2004. The shares of the Company will not be shown as outstanding until the exchange is completed. United American Corp. is in the business as an international telephone carrier.

The financial statements of 3874958 Canada Inc. and United American Corp. were not available on the date of this report and therefore no pro-forma
financial statements have been included


F7

Item 2.       Managements Discussion and Analysis or Plan of Operation.










Overview






























3





Description of Business



































Subsidiaries





Vectoria Telecom, Inc.









4







Prolan Communications, Inc.









United American Telecom, Inc.













American Financial Services, Inc.

















5





Products





Cisco IP Phone 7902G









Cisco IP Phone 7905G

















Cisco IP Phone 7940G









Cisco IP Phone 7960G








6




Cisco IP Phone 7920









e-Connect Units













Services









Call Forward Busy










Call Forward Don't Answer







Call Hold







Call Park










7





Call Pick-up










Call Transfer/Three-way Conferencing







Call Waiting










Caller ID Blocking










Calling Number Delivery










Distinctive Ringing










Group Intercom










Hunting










Last Number Redial










Music on Hold










Voice Menuing (future)










8





Voice Messaging









Plan of Operation






- Focus corporate attention toward customer service and satisfaction
- Increase our market share
- Expand our geographic coverage










Assets















Liabilities and Stockholders Equity















9





Results of Operations




















Liquidity and Capital Resources















Going Concern










Revenue Recognition













Item 3. Controls and Procedures.










10









Limitations on the Effectiveness of Internal Controls













PART II  OTHER INFORMATION




Item 1. Legal Proceedings









Item 2. Changes in Securities









Item 3. Defaults upon Senior Securities








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








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Item 5. Other Information








Item 6. Exhibits and Reports on Form 8-K.









Exhibit Number
Description31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.
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

















/s/ Benoit Laliberte










13