**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 endedMarch
                31, 2006[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period_________to__________Commission
                File Number:000-27621





United
      American Corporation


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





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




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





514-313-6010(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days [X] Yes
      [
      ] No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). [ ] Yes [X] No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 49,969,985 Common Shares as of April 6,
      2006





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




1
 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
            13PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            14Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            14Item
                3:
            Defaults
                Upon Senior Securities
            14Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            14Item
                5:
            Other
                Information
            14Item
                6:
            Exhibits
            14




2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





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





Our
                unaudited condensed consolidated financial statements included in
                this
                Form 10-QSB are as follows:F-1
            Condensed
                Consolidated Balance Sheet as of March 31,
                2006F-2
            Condensed
                Consolidated Statements of Operations and
                Comprehensive Income (Loss) for the Three Months Ended March 31,
                2006 and
                2005F-3
            Condensed
                Consolidated Statements of Cash Flows for the Three
                Months Ended March 31, 2006 and 2005F-4
            Notes
                to Condensed Consolidated Financial
                Statements





These
      unaudited condensed consolidated financial statements have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information and the SEC instructions to Form
      10-QSB. In the opinion of management, all adjustments considered necessary
      for a
      fair presentation have been included. Operating results for the interim period
      ended March 31, 2006 are not necessarily indicative of the results that can
      be
      expected for the full year.




3
 Table
          of Contents




**UNITED
        AMERICAN CORPORATION**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
 **MARCH
        31, 2006**
 **(UNAUDITED)**
 
 **ASSETS****(IN
                  US$)**Current
                  Assets:Cash
                  and cash equivalents
              $
              -Accounts
                  receivable, net
              
              125,952Investment
                  tax credit receivable
              
              16,429Inventory
              
              20,014Prepaid
                  expenses and other current assets
              
              27,314Total
                  Current Assets
              
              189,709Fixed
                  assets, net of depreciation
              
              590,601**TOTAL
                  ASSETS**
              $
              780,310**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
                  Liabilities:Bank
                  overdraft
              $
              15,380Loan
                  payable
              
              77,775Loan
                  payable - related parties
              
              142,584Convertible
                  debentures
              
              90,961Derivative
                  liability
              
              9,039Accounts
                  payable and accrued expenses
              
              598,521Total
                  Current Liabilities
              
              934,260**Total
                  Liabilities**
              
              934,260**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Common
                  stock, $.001 Par Value; 125,000,000 shares authorizedand
                  49,969,985 shares issued and outstanding
              
              49,970Additional
                  paid-in capital
              
              4,219,448Accumulated
                  deficit
              
              (4,939,717)Accumulated
                  other comprehensive income (loss)
              
              45,496Noncontrolling
                  interest
              
              470,853**Total
                  Stockholders' Equity (Deficit)**
              
              (153,950)**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              $
              780,310




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




F-1
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          of Contents






**UNITED
        AMERICAN CORPORATION**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS AND**
 **COMPREHENSIVE
        INCOME (LOSS)**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005**
 **(UNAUDITED)**
  **ASSETS****2006**
              
              
              **2005****OPERATING
                  REVENUES**Sales
              $
              2,463,170
              
              $
              428,667**COST
                  OF SALES**Inventory,
                  beginning of period
              
              51,652
              
              
              44,059Purchases
              
              2,293,893
              
              
              315,786Inventory,
                  end of period
              
              (20,014)
              
              
              (121,236)**Total
                  Cost of Sales**
              
              2,325,531
              
              
              238,609**GROSS
                  PROFIT**
              
              137,639
              
              
              190,058**OPERATING
                  EXPENSES**Selling
                  and promotion
              
              26,988
              
              
              55,708Professional
                  and consulting fees
              
              70,836
              
              
              196,614Commissions
                  and wages
              
              255,584
              
              
              73,251Other
                  general and administrative expenses
              
              37,529
              
              
              11,826Depreciation,
                  amortization and impairment
              
              56,745
              
              
              50,001**Total
                  Operating Expenses**
              
              447,682
              
              
              387,400**LOSS
                  BEFORE OTHER INCOME (EXPENSE)**
              
              (310,043)
              
              
              (197,342)**OTHER
                  INCOME (EXPENSE)**Interest
                  expense
              
              (4,266)
              
              
              (3,000)**Total
                  Other Income (Expense)**
              
              (4,266)
              
              
              (3,000)**NET
                  LOSS BEFORE PROVISION FOR INCOME TAXES****AND
                  NONCONTROLLING INTEREST**
              
              (314,309)
              
              
              (200,342)Noncontrolling
                  interest
              
              27,828
              
              
              1,178**NET
                  LOSS BEFORE PROVISION FOR INCOME TAXES**
              
              (286,481)
              
              
              (199,164)**Provision
                  for Income Taxes**
              
              -
              
              
              -**NET
                  LOSS APPLICABLE TO COMMON SHARES**
              $
              (286,481)
              
              $
              (199,164)**NET
                  LOSS PER BASIC AND DILUTED SHARES**
              $
              (0.01)
              
              $
              (0.00)**WEIGHTED
                  AVERAGE NUMBER OF COMMON****SHARES
                  OUTSTANDING**
              
              49,969,985
              
              
              45,199,985**COMPREHENSIVE
                  INCOME (LOSS)**Net
                  loss
              $
              (286,481)
              
              $
              (199,164)Other
                  comprehensive income (loss)Currency
                  translation adjustments
              
              6,474
              
              
              144,873Comprehensive
                  income (loss)
              $
              (280,007)
              
              $
              (54,291)




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




F-2
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          of Contents


**UNITED
          AMERICAN CORPORATION**


**CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005**
 **(UNAUDITED)**
  **IN
                  US$****2006**
              
              
              **2005****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              $
              (286,481)
              
              $
              (199,164)**Adjustments
                  to reconcile net loss to net cash****used
                  in operating activities:**Depreciation,
                  amortization and impairment
              
              56,745
              
              
              50,001Shares
                  issued for services
              
              -
              
              
              140,000**Changes
                  in assets and liabilities**(Increase)
                  decrease in accounts receivable
              
              60,878
              
              
              (128,751)(Increase)
                  in investment tax credit receivable
              
              73
              
              
              -(Increase)
                  decrease in inventory
              
              31,638
              
              
              (77,177)(Increase)
                  decrease in prepaid expenses and other current assets
              
              6,240
              
              
              (7)Increase
                  (decrease) in accounts payable andand
                  accrued expenses
              
              (9,455)
              
              
              28,003Total
                  adjustments
              
              146,119
              
              
              12,069**Net
                  cash (used in) operating activities**
              
              (140,362)
              
              
              (187,095)**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Acquisitions
                  of fixed assets
              
              (7,245)
              
              
              (29,413)**Net
                  cash (used in) investing activities**
              
              (7,245)
              
              
              (29,413)**CASH
                  FLOWS FROM FINANCING ACTIVITES**(Decrease)
                  in bank overdraft
              
              (1,525)
              
              
              -Proceeds
                  from loan payable, net
              
              74
              
              
              (25,579)Proceeds
                  from loan payable - related parties
              
              142,584
              
              
              (16,438)Proceeds
                  from convertible debentures
              
              -
              
              
              29,469**Net
                  cash provided by (used in) financing activities**
              
              141,133
              
              
              (12,548)Effect
                  on foreign currency
              
              6,474
              
              
              144,873**NET
                  INCREASE (DECREASE) IN****CASH
                  AND CASH EQUIVALENTS**
              
              -
              
              
              (84,183)**CASH
                  AND CASH EQUIVALENTS -****BEGINNING
                  OF PERIOD**
              
              -
              
              
              84,254**CASH
                  AND CASH EQUIVALENTS - END OF PERIOD**
              $
              -
              
              $
              71**CASH
                  PAID DURING THE PERIOD FOR:**Interest
                  expense
              $
              3,000
              
              $
              -






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


F-3
 Table
          of Contents




**UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        1-** **ORGANIZATION
        AND BASIS OF PRESENTATION**
 
 The
        unaudited condensed consolidated financial statements included herein have
        been
        prepared, without audit, pursuant to the rules and regulations of the Securities
        and Exchange Commission (“SEC”). The condensed consolidated financial statements
        and notes are presented as permitted on Form 10-QSB and do not contain
        information included in the Company’s annual consolidated statements and notes.
        Certain information and footnote disclosures normally included in financial
        statements prepared in accordance with accounting principles generally accepted
        in the United States of America have been condensed or omitted pursuant to
        such
        rules and regulations, although the Company believes that the disclosures
        are
        adequate to make the information presented not misleading. It is suggested
        that
        these condensed consolidated financial statements be read in conjunction
        with
        the December 31, 2005 audited consolidated financial statements and the
        accompanying notes thereto. While management believes the procedures followed
        in
        preparing these condensed consolidated financial statements are reasonable,
        the
        accuracy of the amounts are in some respects dependent upon the facts that
        will
        exist, and procedures that will be accomplished by the Company later in the
        year.
 
 These
        condensed consolidated unaudited financial statements reflect all adjustments,
        including normal recurring adjustments which, in the opinion of management,
        are
        necessary to present fairly the consolidated operations and cash flows for
        the
        periods presented.
 
 United
        American Corporation (the “Company”) was incorporated under the laws of the
        State of Florida on July 17, 1992 under the name American Financial Seminares,
        Inc. with authorized common stock of 1,000 shares at $1.00 par value. Since
        its
        inception the Company has made several name changes and increased the authorized
        common stock to 50,000,000 shares with a par value of $.001. On February
        5,
        2004, the name was changed to United American Corporation.
 
 The
        Company was first organized for the purpose of marketing a software license
        known as “Gnotella”, however, in late 2001 this activity was
        abandoned.
 
 On
        July
        18, 2003, the Company entered into a share exchange agreement with 3874958
        Canada Inc. (a Canadian corporation and an affiliate of the Company by common
        officers) to transfer 26,250,000 shares of its common stock for 100 shares
        of
        American United Corporation (a Delaware corporation and wholly owned subsidiary
        of 3874958 Canada Inc.) which represented 100% of the outstanding shares
        of
        American United Corporation. The Company in this transaction acquired internet
        telecommunications equipment valued at $874,125. These assets did not go
        into
        service until 2004. The 26,250,000 shares of the Company were issued into
        an
        escrow account on October 6, 2003, the effective date of the transaction.
        Later,
        American United Corporation was dissolved. The equipment value was based
        on an
        independent valuation. The shares issued were to 3874958 Canada Inc., whose
        sole
        owner at the time, was the President and CEO of the Company. This transaction
        did not constitute a reverse merger even though the Company issued in excess
        of
        50% of its then current issued and outstanding shares.
 
 F-4
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            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        1-   
O** **RGANIZATION
        AND BASIS OF PRESENTATION** **(CONTINUED)**
 
 In
        January 2004, the Company took ownership of all 100 shares issued and
        outstanding of 3894517 Canada, Inc. (a Canadian corporation), whose 100%
        owner
        was at the time President and CEO of the Company. At this time, 3894517 Canada,
        Inc. became the operating unit of the Company for the services they were
        providing utilizing the equipment acquired in 2003 from American United
        Corporation. There was no consideration paid for these 100 shares.
 
 On
        August
        27, 2004, the Company entered the telecommunications business by the creation
        of
        United American Telecom, a division focused on terminating call traffic in
        the
        Caribbean, and by the creation of Teliphone, a division focused on providing
        Voice-over-Internet -Protocol (VoIP) calling services to residential and
        business customers.
 
 Teliphone,
        Inc. was founded in order to develop a VoIP network which enables users to
        connect an electronic device to their internet connection at the home or
        office
        which permits them to make telephone calls to any destination phone number
        anywhere in the world. VoIP is currently growing in scale significantly in
        North
        America. Industry experts predict the VoIP offering to be one of the fastest
        growing sectors from now until 2009. This innovative new approach to
        telecommunications has the benefit of drastically reducing the cost of making
        these calls as the distances are covered over the Internet instead of over
        dedicated lines such as traditional telephony. Teliphone has grown primarily
        in
        the Province of Quebec, Canada through the sale of its product offering in
        retail stores and over the internet. During this time, Teliphone also expanded
        its network in order to offer services outside of the Province of Quebec,
        mainly
        in the Province of Ontario and the State of New York.
 
 In
        March
        2005, Teliphone Inc. issued 4 shares of stock to management. After this
        transaction, the Company owned 96% of Teliphone, Inc. Therefore, a
        noncontrolling interest is reflected in the consolidated financial statements.
        Subsequently, on April 28, 2005, the Company entered into a merger and
        reorganization agreement with OSK Capital II Corp., a Nevada corporation,
        where
        OSK Capital II Corp. became a majority owned subsidiary of the Company, and
        Teliphone, Inc. became a wholly owned subsidiary of OSK Capital II Corp.
  **Going
        Concern**
 
 As
        shown
        in the accompanying condensed consolidated financial statements the Company
        has
        incurred recurring losses of $286,481 and $199,164 for the three months ended
        March 31, 2006 and 2005, and has a working capital surplus of $744,551 as
        of
        March 31, 2006. The Company had emerged from the development stage and as
        of
        March 31, 2004 has started generating revenues.
  F-5
 Table
            of Contents
 
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        1-** **ORGANIZATION
        AND BASIS OF PRESENTATION** **(CONTINUED)**
 
 **Going
        Concern** **(Continued)**
 
 There
        is
        no guarantee that the Company will be able to raise enough capital or generate
        revenues to sustain its operations. These conditions raise substantial doubt
        about the Company’s ability to continue as a going concern for a reasonable
        period.
 
 Management
        believes that the Company’s capital requirements will depend on many factors.
        These factors include the increase in sales through existing channels as
        well as
        the Company’s ability to continue to expand its distribution points and
        leveraging its technology into the commercial small business segments. The
        Company’s strategic relationships with telecommunications interconnection
        companies, internet service providers and retail sales outlets has permitted
        the
        Company to achieve consistent monthly growth in acquisition of new customers.
 
 In
        the
        near term, the Company will continue to pursue bridge financing, in addition
        to
        the approximately $100,000 it raised through convertible debentures in 2004
        to
        assist them in meeting their current working capital needs. The Company’s
        ability to continue as a going concern for a reasonable period is dependent
        upon
        management’s ability to raise additional interim capital and, ultimately,
        achieve profitable operations. There can be no assurance that management
        will be
        able to raise sufficient capital, under terms satisfactory to the Company,
        if at
        all.
 
 The
        condensed consolidated financial statements do not include any adjustments
        relating to the carrying amounts of recorded assets or the carrying amounts
        and
        classification of recorded liabilities that may be required should the Company
        be unable to continue as a going concern.
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Principles
        of Consolidation**
 
 The
        condensed consolidated financial statements include the accounts of the Company
        and all of its wholly owned and majority owned subsidiaries. All significant
        intercompany accounts and transactions have been eliminated in consolidation.
        All noncontrolling interests are reflected in the condensed consolidated
        financial statements.
 
 F-6
 Table
            of Contents
 
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. On an on-going basis, the Company evaluates
        its
        estimates, including, but not limited to, those related to bad debts, income
        taxes and contingencies. The Company bases its estimates on historical
        experience and on various other assumptions that are believed to be reasonable
        under the circumstances, the results of which form the basis for making
        judgments about the carrying value of assets and liabilities that are not
        readily apparent from other sources. Actual results could differ from those
        estimates.
 
 **Cash
        and Cash Equivalents**
 
 The
        Company considers all highly liquid debt instruments and other short-term
        investments with an initial maturity of three months or less to be cash
        equivalents.
 
 **Comprehensive
        Income**
 
 The
        Company adopted Statement of Financial Accounting Standards No, 130, “Reporting
        Comprehensive Income,” (SFAS No. 130). SFAS No. 130 requires the reporting of
        comprehensive income in addition to net income from operations.
 
 Comprehensive
        income is a more inclusive financial reporting methodology that includes
        disclosure of information that historically has not been recognized in the
        calculation of net income.
 
 **Inventory**
 
 Inventory
        is valued at the lower of cost or market determined on a first-in-first-out
        basis. Inventory consisted only of finished goods.
 
 **Fair
        Value of Financial Instruments (other than Derivative Financial
        Instruments)**
 
 The
        carrying amounts reported in the condensed consolidated balance sheet for
        cash
        and cash equivalents, and accounts payable approximate fair value because
        of the
        immediate or short-term maturity of these financial instruments. For the
        notes
        payable, the carrying amount reported is based upon the incremental borrowing
        rates otherwise available to the Company for similar borrowings. For the
        convertible debentures, fair values were calculated at net present value
        using
        the Company’s weighted average borrowing rate for debt instruments without
        conversion features applied to total future cash flows of the
        instruments.
 
 F-7
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            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Currency
        Translation**
  For
        subsidiaries outside the United States that prepare financial statements
        in
        currencies other than the U.S. dollar, the Company translates income and
        expense
        amounts at average exchange rates for the year, translates assets and
        liabilities at year-end exchange rates and equity at historical rates. The
        Company’s reporting currency is that of the US dollar while its functional
        currency is that of the Canadian dollar. The Company records these translation
        adjustments as accumulated other comprehensive income (loss). Gains and losses
        from foreign currency transactions commenced in 2004 when the Company utilized
        a
        Canadian subsidiary to record all of the transactions. The Company recognized
        a
        gain (loss) of $6,474 and $144,873 for the three months ended March 31, 2006
        and
        2005.
  **Research
        and Development**
 
 The
        Company annually incurs costs on activities that relate to research and
        development of new products. Research and development costs are expensed
        as
        incurred. Certain of these costs are reduced by government grants and investment
        tax credits where applicable.
 
 **Revenue
        Recognition**
 
 In
        2004,
        when the Company emerged from the development stage with the acquisition
        of
        American United Corporation/ 3874958 Canada Inc. and after assuming ownership
        of
        3894517 Canada Inc. as well as the establishment of Teliphone, Inc. they
        began
        to recognize revenue from their VoIP services when the services were rendered
        and collection was reasonably assured in accordance with SAB 101.
  **Accounts
        Receivable**
 
 The
        Company conducts business and extends credit based on an evaluation of the
        customers’ financial condition, generally without requiring collateral. Exposure
        to losses on receivables is expected to vary by customer due to the financial
        condition of each customer. The Company monitors exposure to credit losses
        and
        maintains allowances for anticipated losses considered necessary under the
        circumstances. The Company has recorded an allowance for doubtful accounts
        of
        $7,232 as of March 31, 2006.
 
 Accounts
        receivable are generally due within 30 days and collateral is not required.
        Unbilled accounts receivable represents amounts due from customers for which
        billing statements have not been generated and sent to the
        customers.
  F-8
 Table
            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
  **Income
        Taxes**
 
 The
        Company accounts for income taxes utilizing the liability method of accounting.
        Under the liability method, deferred taxes are determined based on differences
        between financial statement and tax bases of assets and liabilities at enacted
        tax rates in effect in years in which differences are expected to reverse.
        Valuation allowances are established, when necessary, to reduce deferred
        tax
        assets to amounts that are expected to be realized.
 
 **Convertible
        Instruments**
 
 The
        Company reviews the terms of convertible debt and equity securities for
        indications requiring bifurcation, and separate accounting, for the embedded
        conversion feature. Generally, embedded conversion features where the ability
        to
        physical or net-share settle the conversion option is not within the control
        of
        the Company are bifurcated and accounted for as a derivative financial
        instrument. (See Derivative Financial Instruments below). Bifurcation of
        the
        embedded derivative instrument requires allocation of the proceeds first
        to the
        fair value of the embedded derivative instrument with the residual allocated
        to
        the debt instrument. The resulting discount to the face value of the debt
        instrument is amortized through periodic charges to interest expense using
        the
        Effective Interest Method.
 
 **Derivative
        Financial Instruments**
 
 The
        Company generally does not use derivative financial instruments to hedge
        exposures to cash-flow or market risks. However, certain other financial
        instruments, such as warrants or options to acquire common stock and the
        embedded conversion features of debt and preferred instruments that are indexed
        to the Company’s common stock, are classified as liabilities when either (a) the
        holder possesses rights to net-cash settlement or (b) physical or net share
        settlement is not within the control of the Company. In such instances, net-cash
        settlement is assumed for financial accounting and reporting, even when the
        terms of the underlying contracts do not provide for net-cash settlement.
        Such
        financial instruments are initially recorded at fair value and subsequently
        adjusted to fair value at the close of each reporting period. Fair value
        for
        option-based derivative financial instruments is determined using the
        Black-Scholes Valuation Method.
 
 **Advertising
        Costs**
 
 The
        Company expenses the costs associated with advertising as incurred. Advertising
        expenses for the three months ended March 31, 2006 and 2005 are included
        in
        general and administrative expenses in the
 condensed
        consolidated statements of operations.
  F-9
 Table
            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Fixed
        Assets**
  Fixed
        assets are stated at cost. Depreciation is computed using the straight-line
        method over the estimated useful lives of the assets; automobiles - 3 years,
        computer and internet telecommunications equipment - 5 years, and furniture
        and
        fixtures - 5 years.
 
 When
        assets are retired or otherwise disposed of, the costs and related accumulated
        depreciation are removed from the accounts, and any resulting gain or loss
        is
        recognized in income for the period. The cost of maintenance and repairs
        is
        charged to income as incurred; significant renewals and betterments are
        capitalized. Deduction is made for retirements resulting from renewals or
        betterments.
 
 **Impairment
        of Long-Lived Assets**
 
 Long-lived
        assets, primarily fixed assets, are reviewed for impairment whenever events
        or
        changes in circumstances indicate that the carrying amount of the assets
        might
        not be recoverable. The Company does not perform a periodic assessment of
        assets
        for impairment in the absence of such information or indicators. Conditions
        that
        would necessitate an impairment assessment include a significant decline
        in the
        observable market value of an asset, a significant change in the extent or
        manner in which an asset is used, or a significant adverse change that would
        indicate that the carrying amount of an asset or group of assets is not
        recoverable. For long-lived assets to be held and used, the Company recognizes
        an impairment loss only if its carrying amount is not recoverable through
        its
        undiscounted cash flows and measures the impairment loss based on the difference
        between the carrying amount and estimated fair value. The Company, determined
        based upon an independent valuation performed on its equipment acquired from
        American United Corporation that their was impairment of $1,750,875 (on October
        6, 2003) based upon the fair value of the stock issued for the equipment.
        This
        amount is reflected as impairment in the December 31, 2003 financial
        statements.
 
 **(Loss)
        Per Share of Common Stock**
 
 Basic
        net
        (loss) per common share is computed using the weighted average number of
        common
        shares outstanding. Diluted earnings per share (EPS) includes additional
        dilution from common stock equivalents, such as stock issuable pursuant to
        the
        exercise of stock options and warrants. Common stock equivalents were not
        included in the computation of diluted earnings per share when the Company
        reported a loss because to do so would be antidilutive for periods
        presented.
  F-10
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  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **(Loss)
        Per Share of Common Stock** **(Continued)**
 
 The
        following is a reconciliation of the computation for basic and diluted
        EPS:
  
 **Stock-Based
        Compensation**
 
 The
        Company measures compensation expense for its employee stock-based compensation
        using the intrinsic-value method. Under the intrinsic-value method of accounting
        for stock-based compensation, when the exercise price of options granted
        to
        employees and common stock issuances are less than the estimated fair value
        of
        the underlying stock on the date of grant, deferred compensation is recognized
        and is amortized to compensation expense over the applicable vesting period.
        In
        each of the periods presented, the vesting period was the period in which
        the
        options were granted. All options were expensed to compensation in the period
        granted rather than the exercise date.
 
 The
        Company measures compensation expense for its non-employee stock-based
        compensation under the Financial Accounting Standards Board (FASB) Emerging
        Issues Task Force (EITF) Issue No. 96-18, “ *Accounting
        for Equity Instruments that are Issued to Other Than Employees for Acquiring,
        or
        in Conjunction with Selling, Goods or Services* ”.
        The
        fair value of the option issued is used to measure the transaction, as this
        is
        more reliable than the fair value of the services received. The fair value
        is
        measured at the value of the Company’s common stock on the date that the
        commitment for performance by the counterparty has been reached or the
        counterparty’s performance is complete. The fair value of the equity instrument
        is charged directly to compensation expense and additional paid-in
        capital.
  F-11
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            of Contents
  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        2-** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Segment
        Information**
 
 The
        Company follows the provisions of SFAS No. 131, “ *Disclosures
        about Segments of an Enterprise and Related Information”* .
        This
        standard requires that companies disclose operating segments based on the
        manner
        in which management disaggregates the Company in making internal operating
        decisions. Commencing with the creation of Teliphone, Inc. the Company began
        operating in two segments, and two geographical locations.
 
 **Recent
        Accounting Pronouncements**
 
 On
        December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
        Statement of Financial Accounting Standards No. 123 (Revised 2004),
“ *Share-Based
        Payment* ”
(“SFAS
        123R”). SFAS 123R requires that compensation cost related to share-based payment
        transactions be recognized in the financial statements. Share-based payment
        transactions within the scope of SFAS 123R include stock options, restricted
        stock plans, performance-based awards, stock appreciation rights, and employee
        share purchase plans. The provisions of SFAS 123R, as amended, are effective
        for
        small business issuers beginning as of the next interim period after December
        15, 2005.
 
 In
        February 2006, the FASB issued Statement of Financial Accounting Standard
        No.
        155, *“Accounting
        for Certain Hybrid Instruments”* (“SFAS
        155”). FASB 155 allows financial instruments that have embedded derivatives to
        be accounted for as a whole (eliminating the need to bifurcate the derivative
        from its host) if the holder elects to account for the whole instrument on
        a
        fair value basis. This statement is effective for all financial instruments
        acquired or issued after the beginning of an entity’s first fiscal year that
        begins after September 15, 2006. The Company will evaluate the impact of
        SFAS
        155 on its consolidated financial statements.
 
 In
        May
        2005, the FASB issued Statement of Financial Accounting Standard No. 154, *“Accounting
        Changes and Error Corrections”* (“SFAS
        154”). SFAS 154 is a replacement of APB No. 20, *“Accounting
        Changes”* ,
        and
        SFAS No. 3, *“Reporting
        Accounting Changes in Interim Financial Statements”* .
        SFAS
        154 applies to all voluntary changes in accounting principle and changes
        the
        requirements for accounting and reporting of a change in accounting principle.
        This statement establishes that, unless impracticable, retrospective application
        is the required method for reporting of a change in accounting principle
        in the
        absence of explicit transition requirements specific to the newly adopted
        accounting principle. It also requires the reporting of an error correction
        which involves adjustments to previously issued financial statements similar
        to
        those generally applicable to reporting an accounting change retrospectively.
        SFAS 154 is effective for accounting changes and corrections of errors made
        in
        fiscal years beginning after December 15, 2005. The Company believes the
        adoption of SFAS 154 will not have a material impact on its consolidated
        financial statements.
  F-12
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  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        3-** **FIXED
        ASSETS**
 
 Fixed
        assets as of March 31, 2006 were as follows:
 
 Estimated
                  UsefulLives
                  (Years)Computer
                  equipment
              5
              $1,020,419Less:
                  accumulated depreciation
              
              (429,818)Fixed
                  assets, net
              
              $590,601
 
 There
        was
        $56,745 and $50,001 depreciation charged to operations for the three months
        ended March 31, 2006 and 2005, respectively.
 
 The
        Company acquired telecommunications equipment in its acquisition of American
        United Corporation valued at $874,125, net of impairment of $1,750,875 in
        the
        issuance of the 26,250,000 shares of common stock. This equipment however,
        was
        not placed into service until 2004, therefore no depreciation was recorded
        for
        those assets in 2003.
 
 **NOTE
        4-** **LOANS
        PAYABLE**
 
 The
        Company beginning in 2004 entered into unsecured loans payable with non-related
        parties. There was $77,775 outstanding as of March 31, 2006.
 
 **NOTE
        5-** **RELATED
        PARTY LOANS**
 
 Beginning
        in April 2005, the Company’s subsidiary entered into non-interest bearing loans
        with OSK Capital II Corp, a company with common officers and directors. There
        were no amounts outstanding as of March 31, 2006.
 
 Additionally,
        the Company had loans with various directors that were non-interest bearing.
        There was $142,584 outstanding as of March 31, 2006.
  **NOTE
        6-   
CONVERTIBLE DEBENTURES**
  On
        October 18, 2004, the Company entered into 12% Convertible Debentures (the
        “Debentures”) with Strathmere Associates International Limited in the amount of
        $100,000. The Debentures have a maturity date of October 31, 2006, and incur
        interest at a rate of 12% per annum, payable every six months.
  F-13
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            of Contents
 
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 NOTE 6-   
**CONVERTIBLE
        DEBENTURES****(CONTINUED)**
  The
        Debentures can either be paid to the holders on October 31, 2006 or converted
        at
        the holders’ option any time up to maturity at a conversion price equal of $.20
        per share. The convertible debentures met the definition of hybrid instruments,
        as defined in SFAS 133, *Accounting
        for Derivative Instruments and Hedging Activities* (SFAS
        No. 133). The hybrid instruments are comprised of a i) a debt instrument,
        as the
        host contract and ii) an option to convert the debentures into common stock
        of
        the Company, as an embedded derivative. The embedded derivative derives its
        value based on the underlying fair value of the Company’s common stock. The
        Embedded Derivative is not clearly and closely related to the underlying
        host
        debt instrument since the economic characteristics and risk associated with
        this
        derivative are based on the common stock fair value. The Company has separated
        the embedded derivative from the hybrid instrument based on an independent
        valuation of $43,537 based on 500,000 shares ($100,000 at a $.20 exercise
        price).
 
 For
        disclosure purposes, the fair value of the derivative is estimated on the
        date
        of issuance of the debenture (October 18, 2004) using the Black-Scholes
        option-pricing model, which approximates fair value, with the following
        weighted-average assumptions used for March 31, 2006 and 2005; no annual
        dividends, volatility of 125%, risk-free interest rate of 3.28%, and expected
        life of 2 years. For disclosure purposes as of March 31, 2006 and 2005 the
        derivative call option was approximately $.018 and $.057 per share, therefore
        there was a decrease of $0 and $14,996 in the derivative liability recognized
        for the three months ended March 31, 2006 and 2005, respectively.
 
 The
        embedded derivative did not qualify as a fair value or cash flow hedge under
        SFAS No. 133.
 
 Interest
        expense for the three months ended March 31, 2006 and 2005 was $3,000 and
        $3,000, respectively. At March 31, 2006, there was $5,419 of interest
        accrued.
 
 F-14
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            of Contents
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        7-** **COMMITMENTS**
 
 On
        October 12, 2004, the Company entered into a carrier agreement with XO
        Communications, Inc. This carrier agreement provides the Company with the
        ability to purchase telephone numbers in any of thirty-seven major metropolitan
        markets in the United States. As a result, services can be provided to consumers
        in any of these markets with each consumer being assigned a telephone number
        with a local area code. Prior to this agreement, we were only able to provide
        phone numbers with Canadian area codes.
 
 Additionally,
        the Company in 2004 and 2005 entered into various agreements with wireless
        Internet access providers, to provide VoIP services to the Company’s customers.
        On November 3, 2004, the Company also entered into a telecommunications
        agreement with Kore Wireless Canada, Inc., a supplier of global systems for
        mobile communications.
 
 On
        March
        1, 2005, the Company entered into a distribution agreement with MSBR
        Communication Inc. for the purpose of accessing the retail consumer portion
        of
        the Company’s target market through retail and Internet-based sales. The
        territory for this distribution is the Province of Quebec in Canada exclusive
        of
        Sherbrooke, Quebec. This is a renewable two-year agreement.
 
 On
        March
        11, 2005, the Company entered into a marketing and distribution rights with
        Podar Infotech Ltd. The five-year renewable agreement grants Podar the exclusive
        marketing and distribution rights for the Company’s products and services for
        India, China, Sri Lanka, Russia and UAE for which the Company will receive
        contractually agreed payments.
 
 **NOTE
        8-** **STOCKHOLDERS’
        EQUITY (DEFICIT)**
 
 **Common
        Stock**
  As
        of
        March 31, 2006, the Company has 50,000,000 shares of common stock authorized
        with a par value of $.001.
 
 The
        Company has 49,969,985 shares issued and outstanding as of March 31,
        2006.
 
 The
        Company has not issued any shares for the three months ended March 31,
        2006.
 
 During
        the year ended December 31, 2005, the Company issued 1,400,000 for services
        at
        $.10 per share and 4,450,000 at $.075 per share for a value of
        $473,750.
 
 During
        2004, the Company issued 926,743 for services at a fair market value of $.10
        or
        $92,674; and 2,250,000 shares of common stock for services at a fair market
        value of $.15 per share or $337,500.
 
 The
        Company has not issued any options or warrants.
 
 F-15
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            of Contents
 
 **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        9-** **PROVISION
        FOR INCOME TAXES**
 
 Deferred
        income taxes are determined using the liability method for the temporary
        differences between the financial reporting basis and income tax basis of
        the
        Company’s assets and liabilities. Deferred income taxes are measured based on
        the tax rates expected to be in effect when the temporary differences are
        included in the Company’s tax return. Deferred tax assets and liabilities are
        recognized based on anticipated future tax consequences attributable to
        differences between financial statement carrying amounts of assets and
        liabilities and their respective tax bases.
 
 At
        March
        31, 2006 and 2005, deferred tax assets consist of the following:
 
 
  At
        March
        31, 2006, the Company had a net operating loss carryforward in the approximate
        amount of $4,939,717, available to offset future taxable income through 2026.
        The Company established valuation allowances equal to the full amount of
        the
        deferred tax assets due to the uncertainty of the utilization of the operating
        losses in future periods.
 
 A
        reconciliation of the Company’s effective tax rate as a percentage of income
        before taxes and federal statutory rate for the periods ended March 31, 2006
        and
        2005 is summarized as follows:
  2006
              
              2005Federal
                  statutory rate
              (34.0)%
              
              (34.0)%State
                  income taxes, net of federal benefits
              3.3
              
              3.3Valuation
                  allowance
              30.7
              
              30.70%
              
              0%
 
 **NOTE
        10-** **SEGMENT
        INFORMATION** ****
 
 The
        Company’s reportable operating segments include wholesale VoIP services which is
        the physical buying of minutes (3894517 Canada Inc.), and the VoIP connection
        services (Teliphone, Inc.). The Company also has corporate overhead expenses.
        The wholesale services are essentially provided in the Caribbean, and the
        connection services are provided in North America. The segment data presented
        below details the allocation of cost of revenues and direct operating expenses
        to these segments.
 
 F-16
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  **UNITED
        AMERICAN CORPORATION**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2006 AND 2005**
 
 **NOTE
        10-** **SEGMENT
        INFORMATION** **(CONTINUED)**
 
 Operating
        segment data for the three months ended March 31, 2006 are as follows:
  Wholesale
              
              ConnectionCorporate
              
              Services
              
              Services
              
              TotalSales
              $
              -
              $
              2,355,452
              $
              107,718
              $
              2,463,170Cost
                  of sales
              
              -
              
              2,220,013
              
              105,518
              
              2,325,531Gross
                  profit (loss)
              
              -
              
              135,439
              
              2,200
              
              137,639Operating
                  expenses
              
              25,368
              
              260,970
              
              104,599
              
              390,937Depreciation,
                  amortization and impairment
              
              44.610
              
              3.480
              
              8,655
              
              56.745Interest
                  (net)
              
              (3,000)
              
              (1,010)
              
              (256)
              
              (4,266)Net
                  income (loss)
              
              (72,978)
              
              (130,021)
              
              (111,310)
              
              (314,309)Segment
                  assets
              
              401,490
              
              136,551
              
              242,269
              
              780,310Fixed
                  Assets, net of depreciation
              
              401,490
              
              42,942
              
              146,169
              
              590,601
 
 Operating
        segment data for the three months ended March 31, 2005 are as follows:
 
 Wholesale
              
              ConnectionCorporate
              
              Services
              
              Services
              
              TotalSales
              $
              -
              $
              385,960
              $
              42,707
              $
              428,667Cost
                  of sales
              
              -
              
              217,691
              
              20,918
              
              238,609Gross
                  profit (loss)
              
              -
              
              168,269
              
              21,789
              
              190,058Operating
                  expenses
              
              140,000
              
              95,351
              
              102,048
              
              337,399Depreciation,
                  amortization and impairment
              
              37,175
              
              2,473
              
              10,353
              
              50,001Interest
                  (net)
              
              (3,000)
              
              (0)
              
              (0)
              
              (3,000)Net
                  income (loss)
              
              (180,175)
              
              70,445
              
              (90,612)
              
              (200,342)Segment
                  assets
              
              557,625
              
              176,401
              
              271,812
              
              1,005,838Fixed
                  Assets, net of depreciation
              
              557,625
              
              36,651
              
              108,366
              
              702,642
 
 F-17
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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. We intend
      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,
      are
      generally identifiable by use of the words “believe,” “expect,” “intend,”
“anticipate,” “estimate,” “project,” “prospects,” or similar expressions. Our
      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
      our
      operations and future prospects 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 this Company and its business,
      including additional factors that could materially affect our financial results,
      is included herein and in our 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


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our
      name
      to reflect the acquisition of American United Corporation shares and the new
      direction of our business.





**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




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Caribbean.
      The establishment of the CaribbeanONE network was our first step in
      strategically establishing computer servers in specified geographical areas to
      construct an international VoIP network. Since the establishment of the
      CaribbeanONE network, we have worked to improve this VoIP network by added
      additional capacity.




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





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 our agreement
      with
      Rogers Business Solutions Inc. limited the telephone numbers that we were able
      to provide to our consumers to 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
      maintain 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.




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On
      November 13, 2004, we entered into an agreement with Ta-Daa High Speed Wireless.
      (Ta-Daa), a provider of wireless Internet access in various retails
      establishments located in Montreal, Quebec. At the present time, our consumers
      do not incur any additional cost for originating calls from these cafés.
      Additional agreements were entered into for the same purpose on substantially
      the same terms with other providers of wireless Internet access in various
      retails establishments throughout Montreal, Quebec. On November 30, 2004, we
      entered into a similar agreement with Eye-In Inc. and also on March 10, 2005
      we
      entered into a similar agreement with Experience Wifi Inc.





In
      an
      attempt to further broaden the physical areas in which our consumers can utilize
      their mobile phone, we entered into a telecommunications services agreement
      on
      November 3, 2004 with Kore Wireless Canada Inc. (“Kore”), a supplier of global
      systems for mobile communications (“GSM”). This agreement will enable us to
      offer a mobile phone that is compatible with both our VoIP network and a GSM
      network utilized for traditional cellular phone use. Our consumers will benefit
      because they will now be able to utilize one mobile phone that integrates the
      use of both a VoIP and GSM network resulting in an expanding coverage area
      for
      mobile phones which we provide service to. When an Internet connection cannot
      be
      maintained, calls can still be placed using traditional cellular phone
      technology. For our consumers that utilize this service, we have the ability
      to
      integrate into a single bill charges for calls placed utilizing both the VoIP
      and GSM networks. Prior to this agreement with Kore, we were unable to offer
      phone service to consumers at times when they did not maintain an Internet
      connection.





This
      agreement with Kore has broadened our knowledge in the area of integration
      and
      call control that occurs between VoIP networks and that of cellular networks
      when a consumer utilizes a mobile phone that is compatible with both a VoIP
      network and a GSM network utilized by traditional cellular phones. As a result,
      we have enhanced our services to customers using their own cellular phones
      with
      our VoIP services. These integration services offer the following benefits
      to
      this specific consumer type:





·
            A
                single phone number that can be utilized with a consumer’s multiple land,
                VoIP, and cellular phone line without the need to secure additional
                phone
                numbers


·
            One
                voicemail to receive messages regardless of whether the call is received
                on the VoIP or GSM network


·
            The
                ability for our customer to select a phone number from any city within
                our
                inbound network and have all of those calls forwarded to him/her,
                across
                our network, for a fixed monthly
                charge.


·
            Our
                customers can access one of our local access numbers in order for
                us to
                terminate their phone call over our network, thereby gaining the
                long
                distance portion of the revenue for each call
                made.





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




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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. MSBR has recently restructured and now conducts business as BC
      Communications.





On
      March
      11, 2005, we continued our attempt to build an international VoIP network by
      entering into a marketing and distribution agreement with Podar Enterprise
      (“Podar”) of Mumbai, India. Podar is a distributor of telecommunications that
      will make mobile or landline phones that utilize our VoIP network available
      to
      consumers in Central, South, and East Asia, Eastern Europe, and parts of the
      Middle East. Under the terms of this agreement, Podar was granted the exclusive
      marketing and distribution rights for our products and services in India, China,
      Sri Lanka, United Arab Emirates, and Russia. The term of this agreement is
      five
      (5) years subject to early termination with 60 days notice following any default
      under the agreement.




Accounts
      activated in any of the geographical markets serviced by Podar will be assigned
      a North American telephone number. For this reason, we anticipate that our
      target market in these geographical areas will be small and medium sized
      businesses that frequently transact business in North America.




As
      part
      of our growth plan in 2005, we expanded our long distance VoIP termination
      services outside of the Caribbean and into additional routes in South and
      Central America, as well as Africa.





During
      the third quarter of 2005, we expanded our Long Distance VoIP termination
      services into Africa, expanding our current infrastructure to build a VoIP
      gateway in Gabon, Africa. Similar to our CaribbeanONE infrastructure located
      in
      Haiti, we are now able to offer wholesale termination services to global Tier1
      and Tier 2 telecommunications companies to utilize our VoIP link between
      Montreal, Canada and Gabon in order to terminate their long distance calls.
      This
      gateway installation permits us to expand the number of voice channels that
      we
      have in operation in our global network and hence sell more long distance
      termination minutes to our existing and future customers.


A
        critical component of our ability to expand our business and increase our
        sales
        presence internationally requires that we have the ability to offer local
        phone
        numbers in an increasing amount of geographical areas. If we are unable to
        offer
        consumers area codes in their local, we will be unable to compete with other
        providers that have the ability to offer local area codes to a consumer.
        During
        the third quarter of 2005, our subsidiary, Teliphone, Inc., entered into
        an
        agreement with RNK Telecom (“RNK”), a Massachusetts corporation, which provides
        us with the ability to offer potential consumers phone numbers with area
        codes
        in over 200 metropolitan markets throughout the United States and Canada.
        This
        agreement also provides us with access to international affiliates of RNK
        that
        will enable us to offer local phone number in various international cities
        in
        Europe, Asia and Latin America.


Subsequent
      to the reporting period in May 2006, we completed and now have an operational
      VoIP gateway in Mali, Africa.







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**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. A record date to present the proposed
      spin-off to our shareholders has not yet been set.





**Results
      of Operations for Three Months Ending March 31, 2006 and
      2005**





For
      the
      three month period ended March 31, 2006, we generated total revenue of
      $2,463,170, compared to total revenue of $428,667 generated in the three months
      ended March 31, 2005. Our revenue was generated by sales of retail domestic
      and
      international voice and data products and services using VoIP.  Our
      increased generation of revenue for the three month period ended March 31,
      2006
      when compared to the same reporting period in the prior year is primarily
      attributable to increases in sales of VoIP termination services in our
      CarribbeanONE network and new constructed Gabon network. Sales of VoIP
      termination services in our CaribbeanONE network accounted for $2,355,452 of
      our
      total revenue generated for the three months ended March 31, 2006. Retail sales
      of VoIP services in Canada through our subsidiary, OSK Capital II
      Corp./Teliphone, accounted for $107,718 of our total revenue generated for
      the
      three months ended March 31, 2006. We anticipate that our revenues will increase
      based upon our offering of VoIP termination services utilizing out VoIP gateway
      in Gabon, Africa.




Our
      cost
      of revenues for the three months ended March 31, 2006 was $2,325,531. Our cost
      of revenues for the three months ended March 31, 2005 was $238,609. The increase
      in our cost of revenues reflects a




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significant
      increase in purchases of voice and data products that utilize VoIP and purchases
      of inventory of hardware. The additional purchases have been required to service
      our expanding consumer base. Our purchases for the three months ended March
      31,
      2006 was $2,293,893, compared to $315,786 for the same period in the prior
      year.





Gross
      profit for the three months ended March 31, 2006 was $137,639, while our gross
      profit for the three months ended March 31, 2005 was $190,058. The decrease
      in
      gross profit for the three months ended March 31, 2006 when compared to the
      same
      reporting period in the prior year is attributable to increased purchases of
      inventory to services and provide product to our increasing customer base.
      The
      decrease was also primarily attributable to lower gross profit margins on call
      termination traffic in Africa as compared to greater margins on our CaribbeanOne
      network.





For
      the
      three month period ended March 31, 2006, we incurred operating expenses in
      the
      amount of $447,682, compared to operating costs of $387,400 in the same three
      month period in the prior year. The increase in operating expenses for the
      three
      months ended March 31, 2006 when compared to the same reporting period in the
      prior year is attributable to a significant increase in the payment of
      commissions and wages. We incurred commission and wage expenditures of $255,584
      in the three months ended March 31, 2006, compared to commission and wage
      expenditures of $73,251 in the same three month period in the prior year. We
      paid commissions based upon sales of VoIP termination services. As a result
      of a
      significant increase in the sales of VoIP termination services, our commissions
      and wages increased correspondingly.





For
      the
      three month period ended March 31, 2006, we had a net loss of $286,481.  We
      had a net loss of $199,164 for the three month period ended March 31,
      2005.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2006, we had total current assets of $189,709 and no cash on hand.
      Our
      current assets consisted of net accounts receivable of $125,952, an investment
      tax credit receivable of $16,249, inventory of $20,014, and prepaid expenses
      and
      other current assets of $27,314. Our total current liabilities as of March
      31,
      2006 were $934,260. As a result, we had a working capital deficit of $744,551
      as
      of March 31, 2006.





Operating
      activities used $140,362 in cash for the three months ended March 31, 2006.
      Our
      net loss of $286,481 was the primary component of our negative operating cash
      flow. Our net cash used in investing activities for the period ended March
      31,
      2006 was $7,245. Investing activities during the three months ended March 31,
      2006 relate to the acquisition of fixed assets. These fixed assets are
      attributable to our new gateway installations in Gabon and Mali Africa. Cash
      flows provided by financing activities during the three months ended March
      31,
      2006 consisted of $141,133. We primarily relied on revenues and proceeds from
      loans payable from related parties to fund our operations during the three
      months ended March 31, 2006.




The
      success of our business plan beyond the next 12 months is contingent upon us
      obtaining additional financing. We intend to fund operations through debt and/or
      equity financing arrangements, which may be insufficient to fund our capital
      expenditures, working capital, or other cash requirements. We do not have any
      formal commitments or arrangements for the sales of stock or the advancement
      or
      loan of funds at this time. There can be no assurance that such additional
      financing will be available to us on acceptable terms, or at all.




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**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2006, there were no off balance sheet arrangements.





**Going
      Concern**





As
      shown
      in the accompanying condensed consolidated financial statements, we have
      incurred recurring losses of $286,481 and $199,164 for the three months ended
      March 31, 2006 and 2005, and had a working capital surplus of $744,551 as of
      March 31, 2006. We have recently emerged from the development stage and started
      generating revenues as of March 31, 2004. There is no guarantee that we will
      be
      able to raise enough capital or generate revenues to sustain our operations.
      These conditions raise substantial doubt about our ability to continue as a
      going concern for a reasonable period.





Management
      believes that our capital requirements will depend on many factors. These
      factors include the increase in sales through existing channels as well as
      our
      ability to continue to expand our distribution points and leveraging our
      technology into the commercial small business segments. Our strategic
      relationships with telecommunications interconnection companies, internet
      service providers and retail sales outlets has permitted us to achieve
      consistent monthly growth in acquisition of new customers.





In
      the
      near term, we will continue to pursue bridge financing to assist us in meeting
      our current working capital needs. Our ability to continue as a going concern
      for a reasonable period is dependent upon management’s ability to raise
      additional interim capital and, ultimately, achieve profitable operations.
      There
      can be no assurance that management will be able to raise sufficient capital,
      under terms satisfactory to us, if at all.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants list their most “critical
      accounting polices” in the Management Discussion and Analysis. The SEC indicated
      that a “critical accounting policy” is one which is both important to the
      portrayal of a company’s financial condition and results, and requires
      management’s most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. We believe that the following accounting policies fit this
      definition.





**Currency
      Translation**





For
      subsidiaries outside the United States that prepare financial statements in
      currencies other than the U.S. dollar, we translates income and expense amounts
      at average exchange rates for the year, translates assets and liabilities at
      year-end exchange rates and equity at historical rates. Our reporting currency
      is that of the US dollar while its functional currency is that of the Canadian
      dollar. We record these translation adjustments as accumulated other
      comprehensive income (loss). Gains and losses from foreign currency transactions
      commenced in 2004 when we utilized a Canadian subsidiary to record all of the
      transactions. We recognized a gain (loss) of $6,474 and $144,873 for the three
      months ended March 30, 2006 and 2005.





**Revenue
      Recognition**





In
      2004,
      when we emerged from the development stage with the acquisition of American
      United Corporation/ 3874958 Canada Inc. and after assuming ownership of 3894517
      Canada Inc. as well as the




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establishment
      of Teliphone, Inc., we began to recognize revenue from our VoIP services when
      the services were rendered and collection was reasonably assured in accordance
      with SAB 101.





**Impairment
      of Long-Lived Assets**





Long-lived
      assets, primarily fixed assets, are reviewed for impairment whenever events
      or
      changes in circumstances indicate that the carrying amount of the assets might
      not be recoverable. We do not perform a periodic assessment of assets for
      impairment in the absence of such information or indicators. Conditions that
      would necessitate an impairment assessment include a significant decline in
      the
      observable market value of an asset, a significant change in the extent or
      manner in which an asset is used, or a significant adverse change that would
      indicate that the carrying amount of an asset or group of assets is not
      recoverable. For long-lived assets to be held and used, we recognize an
      impairment loss only if its carrying amount is not recoverable through its
      undiscounted cash flows and measures the impairment loss based on the difference
      between the carrying amount and estimated fair value. We, determined based
      upon
      an independent valuation performed on our equipment acquired from American
      United Corporation that there was impairment of $1,750,875 (on October 6, 2003)
      based upon the fair value of the stock issued for the equipment. This amount
      is
      reflected as impairment in the December 31, 2003 financial
      statements.





**Recent
      Accounting Pronouncements**





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





In
      February 2006, the FASB issued Statement of Financial Accounting Standard No.
      155, *“Accounting
      for Certain Hybrid Instruments”* (“SFAS
      155”). FASB 155 allows financial instruments that have embedded derivatives to
      be accounted for as a whole (eliminating the need to bifurcate the derivative
      from its host) if the holder elects to account for the whole instrument on
      a
      fair value basis. This statement is effective for all financial instruments
      acquired or issued after the beginning of an entity’s first fiscal year that
      begins after September 15, 2006. We will evaluate the impact of SFAS 155 on
      our
      consolidated financial statements.





In
      May
      2005, the FASB issued Statement of Financial Accounting Standard No. 154, *“Accounting
      Changes and Error Corrections”* (“SFAS
      154”). SFAS 154 is a replacement of APB No. 20, *“Accounting
      Changes”* ,
      and
      SFAS No. 3, *“Reporting
      Accounting Changes in Interim Financial Statements”* .
      SFAS
      154 applies to all voluntary changes in accounting principle and changes the
      requirements for accounting and reporting of a change in accounting principle.
      This statement establishes that, unless impracticable, retrospective application
      is the required method for reporting of a change in accounting principle in
      the
      absence of explicit transition requirements specific to the newly adopted
      accounting principle. It also requires the reporting of an error correction
      which involves adjustments to previously issued financial statements similar
      to
      those generally applicable to reporting an accounting change retrospectively.
      SFAS 154 is effective for accounting changes and corrections of errors made
      in
      fiscal years beginning after December 15, 2005. We believe the adoption of
      SFAS
      154 will not




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have
      a
      material impact on our consolidated financial statements.





**Item
      3.     Controls and Procedures**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of March 31, 2006. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Simon Lamarche. Based upon that evaluation,
      our
      Chief Executive Officer and Chief Financial Officer concluded that, as of March
      31, 2006, our disclosure controls and procedures are not effective. There have
      been no significant changes in our internal controls over financial reporting
      during the quarter ended March 31, 2006 that have materially affected or are
      reasonably likely to materially affect such controls.





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.





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. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. 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**





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 quarterly period ended March
      31, 2006.





**Item
      5.     Other
      Information**





None





**Item
      6.      Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**10.1
            RNK
                Telecom Agreement31.1
            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
                19, 2006By:      /s/
                Simon Lamarche
              Simon
                Lamarche
              Title:**Chief
                Executive Officer, Chief Financial Officer, and
                Director**