UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB/A**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedSeptember
                30, 2004[ 
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period ___________ to __________Commission
                File Number:000-27621





United
      American Corporation


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





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








220
                Mount Saint Hilaire, Quebec, Canada J3H 5Z6(Address
                of principal executive offices)





514-313-3432(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)








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





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 49,915,159 common shares as of June 30,
      2005.





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








TABLE
      OF CONTENTS








PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis
            4Item
                3:
            Controls
                and Procedures
            11PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            12Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            12Item
                3:
            Defaults
                Upon Senior Securities
            12Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            12Item
                5:
            Other
                Information
            12Item
                6:
            Exhibits
            12








Explanatory
      Note





In
      our
      quarterly report on Form 10-QSB for the period ended September 30, 2004 filed
      with the Securities and Exchange Commission on November 22, 2004, we erred
      in
      failing to include in the consolidated financial statements financial
      information from the operations of the our subsidiary, Teliphone, Inc.
      Teliphone, Inc. was incorporated in Canada on August 28, 2004. We also erred
      by
      failing to include in the consolidated financial statements certain
      disbursements from banking accounts maintained by 3894517 Canada Inc., an entity
      that became a wholly owned subsidiary of ours in July 2004.





In
      this
      amended quarterly report on Form 10-QSB/A for the period ended September 30,
      2004, we are restating the financial statements for the reporting period to
      provide the financial information set forth above which was previously omitted.


2





**PART
      I - FINANCIAL INFORMATION**





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





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





(a)
            Unaudited
                Interim Consolidated Balance Sheet as of September 30,
                2004;


(b)
            Unaudited
                Interim Consolidated Statement of Operations for the three and nine
                months
                ended September 30, 2004;


(c)
            Unaudited
                Interim Consolidated Statement of Cash Flow for the nine months ended
                September 30, 2004;


(d)
            Notes
                to Unaudited Interim Consolidated Financial
                Statements.





These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended September 30,
      2004
      are not necessarily indicative of the results that can be expected for the
      full
      year.




3


*TABLE
      OF CONTENTS*


UNITED
        AMERICAN CORPORATION
 (A
        Development Stage Company)
 Interim
        Consolidated Balance Sheet
 As
        at September 30, 2004
  (Unaudited) **Page
        1**
 
 
 
 **(restated)****Assets****Current**Cash
              
              $
              30,882Accounts
                  receivable
              
              
              46,422Inventory
              
              
              25,134Advance
                  to
                  affiliated companies
              
              
              34,063136,501**Internet
                  telecommunications equipment, net of
                  accumulated depreciation**
              
              
              443,258$
              579,759
 
   
 *TABLE OF CONTENTS*  UNITED
          AMERICAN CORPORATION
 (A
          Development Stage Company)
 Interim
          Consolidated Balance Sheet
 As
          at September 30, 2004
  (Unaudited) Page
          2
 
 
 
 **Liabilities****C****urrent**Bank
                    indebtedness
                
                $
                159,553Accounts
                    payable
                
                
                86,811Loans
                    payable
                
                
                78,830325,194**Stockholders’
                    Deficiency****Capital
                    stock (note 3)**
                
                
                40,658**Capital
                    in excess of par value**
                
                
                662,353**Additional
                    paid up capital**
                
                
                (215,962)**Deficit**
                
                
                (232,484)**Total
                    stockholders’ deficit**
                
                
                254,565**Total
                    liabilities and stockholders’
                    deficiency**
                
                $
                579,759
 
 
  
 
 
  
 *TABLE OF CONTENTS*  UNITED
            AMERICAN CORPORATION
 (A
            Development Stage Company)
 Interim
            Consolidated Statement of
            Operations
 For
            the Three Months and Nine Months Period Ended
            September 30, 2004
  (Unaudited) Page
            3
 
 
 
 **Three
                      Months**
                    **September
                      30,**
                  
                  **Nine
                      Months**
                    **September
                      30,****2004**
                    **(restated)**
                  
                  **2003**
                  
                  **2004**
                    **(restated)**
                  
                  **2003****Sales**
                  
                  $
                  235,829
                  
                  $
                  -
                  
                  $
                  1,302,890
                  
                  $
                  -**Cost
                      of sales**Inventory,
                      beginning of period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Purchases
                  
                  
                  252,602
                  
                  
                  -
                  
                  
                  591,361
                  
                  
                  -Inventory,
                      end
                      of year
                  
                  
                  25,134
                  
                  
                  -
                  
                  
                  25,134
                  
                  
                  -227,468
                  
                  
                  -
                  
                  
                  566,227
                  
                  
                  -**Gross
                      profit**
                  
                  
                  8,361
                  
                  
                  -
                  
                  
                  736,663
                  
                  
                  -**Operating
                      expenses**Sales
                      and
                      promotion
                  
                  
                  14,921
                  
                  
                  -
                  
                  
                  14,921
                  
                  
                  -Professional
                      and
                      consulting fees
                  
                  
                  84,275
                  
                  
                  -
                  
                  
                  84,775
                  
                  
                  -Travel
                  
                  
                  8,073
                  
                  
                  -
                  
                  
                  8,073
                  
                  
                  -Telecommunication
                      and network
                      costs
                  
                  
                  64,004
                  
                  
                  4,230
                  
                  
                  281,122
                  
                  
                  9,239Salaries
                      and
                      wage levies
                  
                  
                  25,448
                  
                  
                  -
                  
                  
                  45,683
                  
                  
                  -Interest
                      on long
                      term debt
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Delivery
                      and
                      transport
                  
                  
                  4,801
                  
                  
                  -
                  
                  
                  4,801
                  
                  
                  -Telephone
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Interest
                      and
                      service charges
                  
                  
                  2,221
                  
                  
                  -
                  
                  
                  2,221
                  
                  
                  -Office
                      and
                      general
                  
                  
                  12,844
                  
                  
                  -
                  
                  
                  12,844
                  
                  
                  -Amortization
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Loss
                      on foreign
                      exchange
                  
                  
                  (43,129)
                  
                  
                  -
                  
                  
                  (43,129)
                  
                  
                  -173,418
                  
                  
                  4,230
                  
                  
                  410,801
                  
                  
                  9,239**Net
                      earnings (loss)**
                  
                  
                  (165,057)
                  
                  
                  (4,230)
                  
                  
                  325,862
                  
                  
                  (9,239)**Net
                      earnings (loss) per share**
                  
                  
                  0.00
                  
                  
                  0.00
                  
                  
                  0.00
                  
                  
                  0.00**Weighted
                      average number of shares
                      outstanding**
                  
                  
                  40,658,000
                  
                  
                  13,703,000
                  
                  
                  40,658,000
                  
                  
                  13,703,000
   
  
 *TABLE OF CONTENTS*  
 UNITED
            AMERICAN CORPORATION
 (A
            Development Stage Company)
 Interim
            Consolidated Statement of Cash
            Flows
 For
            the Nine Months Period Ended September 30, 2004
  (Unaudited) Page
            4
 
 
 
 **2004**
                    **(restated)**
                  
                  **2003****Operating
                      activities**Net
                      earnings
                      (loss)
                  
                  $
                  325,862
                  
                  $
                  (9,239)Add:
                      AmortizationIncrease
                      (decrease) in accounts
                      receivable
                  
                  
                  (46,422)
                  
                  
                  -Increase
                      (decrease) in sales tax
                  
                  
                  -
                  
                  
                  -Increase
                      (decrease) in inventory
                  
                  
                  (25,134)
                  
                  
                  -Increase
                      in accounts payable
                  
                  
                  25,009
                  
                  
                  9,239**Net
                      cash used in operating activities**
                  
                  
                  279,315
                  
                  
                  -**Investing
                      activities**Variation
                      in
                      assets
                  
                  
                  (479,093)
                  
                  
                  -Net
                      cash
                      provided by investing activities
                  
                  
                  (479,093)
                  
                  
                  -**Financing
                      activities**Increase
                      in
                      advance to affiliated companies
                  
                  
                  (34,063)
                  
                  
                  -Variation
                      in
                      bank indebtedness
                  
                  
                  159,553
                  
                  
                  -Increase
                      in loan
                      payable
                  
                  
                  78,830
                  
                  
                  -Issuance
                      of
                      capital stock
                  
                  
                  26,340
                  
                  
                  -230,660
                  
                  
                  -**Net
                      increase (decrease)**
                  
                  
                  30,882
                  
                  
                  -**Cash
                      and cash equivalents beginning of
                      year**
                  
                  
                  -
                  
                  
                  -**Cash
                      and cash equivalents end of year**
                  
                  $
                  30,882
                  
                  $
                  -
  *TABLE OF CONTENTS*   UNITED
            AMERICAN CORPORATION
 (A
            Development Stage Company)
 Notes
            to Interim Consolidated Financial Statements
 September
            30, 2004
  (Unaudited) Page
            5
 
 
 1. Basis
            of
            consolidation
 
  
 2. Interim
            reporting
 
   3. Capital
            stock


8


*TABLE
      OF
      CONTENTS*





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





**Forward-Looking
      Statements**




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





**Overview**





We
      were
      incorporated on July 17, 1992, under the laws of the state of Florida. Since
      our
      inception, we sought out various business opportunities, none of which have
      been
      successful over a sustained period of time. We explored opportunities to acquire
      products or businesses that had the potential for profit.





On
      July
      18, 2003, we entered into a share exchange agreement with 3874958 Canada Inc.
      whereby we agreed to transfer to 3874958 Canada Inc. 26,250,000 common shares
      of
      our common stock in exchange for the transfer of 100 shares of American United
      Corporation, a Delaware corporation (“AUC”). The 100 shares of AUC represent all
      of the issued and outstanding shares of the company. The agreement was
      contingent on the parties’ due diligence and completion of several conditions
      prior to sale. On October 6, 2003, these conditions were satisfied and the
      sale
      was consummated. Following the consummation of this sale, AUC became a
      wholly-owned subsidiary of our company. AUC was later dissolved.





Benoit
      Laliberté, our current CEO, CFO, and Director, was also the sole officer,
      director, and shareholder of American United Corporation at the time that the
      share exchange agreement was entered into and when the sale was consummated.
      In
      addition, Mr. Laliberté was the sole officer, director, and shareholder of
      3874958 Canada, Inc. As a result, Mr. Laliberté was the beneficial holder of the
      100 shares of AUC held by 3874958 Canada, Inc. and is now the beneficial holder
      of the 26,250,000 shares we issued to 3874958 Canada, Inc. in the transaction
      described above.





On
      February 3, 2004, a majority of the shareholders approved a change in the name
      of our company to United American Corporation. Management considered it in
      the
      best interests of the company to change our name to reflect the acquisition
      of
      American United Corporation shares and the new direction of our business.


9


*TABLE
      OF CONTENTS*





On
      July
      1, 2004, we acquired all of the issued and outstanding shares of 3894517 Canada
      Inc. pursuant to an Agreement for the Transfer of Ownership (“Transfer of
      Ownership”). Prior to the execution of the Transfer of Ownership, our current
      CEO, CFO, and director, Benoit Laliberté, owned all of the issued and
      outstanding shares of 3894517 Canada Inc. In accordance with the Transfer of
      Ownership, Mr. Laliberté transferred to us all his shares in 3894517 Canada Inc.
      As a result of this transfer of shares by Mr. Laliberté, 3894517 Canada Inc.
      became a wholly-owned subsidiary of our company.





**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


10




terminate
      in any country in the Caribbean. When one of our consumers originates a call
      in
      North America, our VoIP network will receive the call and transmit the call
      to
      our server in Haiti and an established telecommunication line will only be
      utilized to transmit the call from our server in Haiti to the termination point
      of the call in the Caribbean. The establishment of the CaribbeanONE network
      was
      our first step in strategically establishing computer servers in specified geographical areas to
      construct an international VoIP network. Since the establishment of the
      CaribbeanONE network, we have worked to improve this VoIP network by added
      additional capacity.


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





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





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





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





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


11


*TABLE
      OF CONTENTS*




VoIP
      network through the use their mobile phone when physically present in a
      particular retail
      establishment.





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





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





Once
      the
      requisite infrastructure was in place and operational, we sought to establish
      agreements and incentives for retailers of telephone products to make available
      to retail
      consumers and small and medium sized companies a
      mobile
      or landline phone that utilizes our VoIP network. In furtherance of this
      objective to provide our target market with a product that is compatible with
      our VoIP network, we entered
      into a distribution agreement with Distribution Car-Tel, Inc .
      (“Car-Tel”) on July 28, 2004. Car-Tel is a distributor of pre-paid calling cards
      with established business relationships with various retailers. We entered
      into
      this agreement with the anticipation that Car-Tel would utilize its current
      relationships to introduce our service to retailers. Car-Tel successfully
      introduced our company and service to Teleplus Enterprises Inc. (“Teleplus), a
      retailer of wireless and portable phones with approximately thirty eight (38)
      locations primarily in shopping malls throughout Eastern Canada. We currently
      are offering our service through twelve (12) of Teleplus’ retail locations.
      Notwithstanding our current relationship with Teleplus, our agreement with
      Car-Tel did not result in the volume of increased sales of our service that
      was
      originally contemplated. As a result, we terminated our agreement with Car-Tel,
      but maintain our current relationship with Teleplus.





Thereafter,
      our management continued to seek agreements with other retailers. On or about
      December 20, 2004, we entered into a retail sales agreement with Digital Radio
      Communication (“Digital”). Digital is a retailer of wireless and portable phones
      with approximately nine (9) locations throughout Quebec, Canada excluding the
      city of Montreal. Subsequent to entering into this agreement, we entered into
      another distribution agreement with MSBR Communication Inc. (“MSBR”) which is
      disclosed below.





On
      January 4, 2005, we signed a letter of intent with VoIPMDU.COM, a company based
      in Vancouver, Canada. Under the proposed terms of this agreement, we were to
      provide our VoIP infrastructure to service their customer base. A definitive
      agreement was contingent on the parties’ due diligence and the completion of
      several conditions prior to sale. As a result of a failure to satisfy certain
      conditions, a definitive agreement was never consummated.


12


*TABLE
      OF CONTENTS*


On
      or
      about January 24, 2005, we entered into a private-label distribution agreement
      with NCTel Inc. (“NCTel”), a telecommunications provider located in Sherbrooke,
      Quebec. Under the terms of this agreement, NCTel will offer to its consumers
      our
      services and telephone product under the NCTel brand name. NCTel’s consumers are
      primarily small to medium size businesses. We agreed to grant NCTel
      the
      rights to be the exclusive provider of our services and telephone product in
      the
      819 area code including and surrounding Sherbrooke, Quebec provided they are
      successful in achieving a specified number of service activations in the
      specified time period. In anticipation of increased sales and telecommunication
      traffic resulting from this agreement, we purchase voice channels from Sprint
      Rogers. Subsequent our entering into the private-label distribution agreement
      with NCTel, NCTel was dissolved and its assets were acquired by Dialek Telecom
      (“Dialek”). We then entered into a private-label distribution agreement with
      Dialek on substantially the same terms as previously agreed to with NcTel.





On
      May
      16, 2005, we signed a letter of intent to acquire Dialek. This transaction
      was
      subject to the final negotiation and execution of a definitive agreement. We
      were unable to reach an agreement on acceptable terms and a definitive agreement
      was never consummated. Our failure to negotiate a definitive agreement for
      the
      acquisition of Dialek did not affect any of the parties’ rights or obligations
      under the private-label distribution agreement entered into on or about January
      24, 2005.





Our
      agreement with Dialek provided us with an opportunity to reach the small to
      medium size businesses portion of our target market. On March 1, 2005, we
      entered into a distribution agreement with MSBR Communication Inc. (“MSBR”) for
      the purpose accessing the retail consumer portion of our target market through
      retail and Internet-based sales. Under the terms of this agreement, MSBR was
      granted the exclusive right to distribute mobile or landline phones that utilize
      our VoIP network via Internet-based sales or direct sales to retail
      establishments in the territory consisting of the Province of Quebec in Canada
      exclusive of Sherbrooke, Quebec. This agreement was entered into for a term
      of
      two (2) years with automatic renewals for additional one year terms unless
      either party provides notice within 90 days of the initial two year term. This
      agreement is subject to termination upon the occurrence of specified events
      triggering default. MSBR will receive a pre-determined commission based upon
      sales of mobile or landline phones that utilize our VoIP network and revenues
      derived from retailer consumers who activated their VoIP service through
      distribution channels used by MSBR.





Prior
      to
      entering into the distribution agreement MSBR, we agreed with Digital Radio
      Communication (“Digital”) that MSBR would distribute our products and services
      to their retail locations. This agreement with Digital assisted in preserving
      the exclusivity of MSBR’s right to distribute mobile or landline phones that
      utilize our VoIP network via Internet-based sales or direct sales to retail
      establishments in the territory consisting of the Province of Quebec in Canada
      exclusive of Sherbrooke, Quebec. Additionally, MSBR’s assumption of the
      distribution of our products and services to Digital’s retail locations further
      enables us to focus on the origination,
      termination, management, and billing of calls.





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




13


*TABLE
      OF CONTENTS*




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




In
      May
      2005, we began preparation to launch a pre-paid long distance calling card
      that
      we refer to as HAITIDIRECT. Our management developed this concept of a calling
      card as a means to attract a higher volume of VoIP service utilizing our
      VoIP
      network located in Haiti which we refer to as CaribbeanONE. To increase our
      consumer base, we will print these calling cards in English, French, and Creole.
      We entered into a verbal agreement with a distributor to assist us in the
      distribution of this product. We anticipate making the calling card available
      to
      the retail market in North America during the last quarter of fiscal 2005.





**Subsidiary
      Spin-off**





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





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





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





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





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





**Results
      of Operations for Three and Nine Months Ending September 30,
      2004**





For
      the
      three month period ended September 30, 2004, we generated total revenue of
      $235,829, compared to revenue of $0 for the same three month period in the
      prior
      year.  For the nine month period


14


*TABLE
      OF CONTENTS*




ended
      September 30, 2004, we generated total revenue of $1,302,890, compared to
      revenue of $0 for the same nine month period in the prior year.  Our
      revenue was generated by sales of retail domestic and international voice and
      data products and services using VoIP.  Our reporting of revenue for
      the
      three and nine month period ended September 30, 2004 when compared to the same
      reporting periods in the prior year is entirely attributable to the
      establishment and operation of the CaribbeanONE network enabling us to generate
      revenue from sales of VoIP termination services.





Our
      cost
      of revenues for the three months ended September 30, 2004 was $227,468, compared
      to no cost of revenue in the same reporting period in the prior year. 
      Our
      cost of revenues for the nine months ended September 30, 2004 was $566,227,
      compared to no cost of revenue in the same reporting period in the prior year.
      The increase in our cost of revenues is primarily attributable to increased
      purchases of terminating minutes within countries of termination. We reported
      no
      cost of revenues for the three and nine months ended September 30, 2003 because
      we did not generate any revenue during these reporting periods.





Gross
      profit for the third quarter ended September 30, 2004 was $8,361 compared to
      $0
      for the third quarter ended September 30, 2003.  Gross profit for the
      nine
      months ended September 30, 2004 was $736,663, compared to $0 for nine months
      ended September 30, 2003.  Our reporting of profit is attributable to
      activities related to the profitable sale of VoIP termination on our
      CarribeanONE platform.





For
      the
      three month period ended September 30, 2004 we incurred operating expenses
      in
      the amount of $173,418 compared to operating costs of $4,230 in the same three
      month period in the prior year.  For the nine month period ended September
      30, 2004 we incurred operating expenses in the amount of $325,862, compared
      to
      operating costs of $9,239 in the same nine month period in the prior year. 
      The increase in our operating expenses is primarily attributable to the
      emergence and growth of operations in our subsidiary entities during the current
      reporting period.





For
      the
      three month period ended September 30, 2004, we had a net loss of
      $165,057.  We had a net loss of $4,230 for the three month period ended
      September 30, 2003.  For the nine month period ended September 30, 2004,
      we
      had net earnings of $325,862.  We had a net loss of $9,239 for the nine
      month period ended September 30, 2003. Net earnings for the nine month period
      ended September 30, 2004 when compared to a net loss reported for the same
      reporting period in the prior year is primarily attributable to the
      implementation of our current business plan and the profitability of our
      CarribeanONE termination business.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2004, we had total current assets of $136,501 of which $30,882
      consisted of cash on hand. Our total current liabilities as of September 30,
      2004 were $325,194. We had a working capital deficit of $188,693 as of September
      30, 2004.





As
      of the
      time of this amended quarterly report, our management believes that we have
      sufficient capital to support our operations at their current level over the
      next twelve months. We anticipate that our revenue will continue to increase
      and
      this will be sufficient to maintain our operations at their current level.





The
      success of our long-term business plan beyond the next 12 months is contingent
      upon us obtaining additional financing. We do not have any formal commitments
      or
      arrangements for the sales of stock or the advancement or loan of funds at
      this
      time.


15




**Off
      Balance Sheet Arrangements**





As
      of
      September 30, 2004, there were no off balance sheet arrangements.





**Item
      3.     Controls and Procedures**





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





We
      did
      not evaluate the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e)) as of September 30, 2004. Following the appointment of two new
      directors in September 2005, our board of directors concluded that the present
      disclosure controls and procedures in place are ineffective. This conclusion
      was
      reached as a result of our failure to include certain financial information
      in
      the consolidated financial statements for the periods ended September 30, 2004,
      December 31, 2004, and March 31, 2005. We erred in failing to include in the
      consolidated financial statements for the periods set forth above financial
      information from the operations of the Company’s subsidiary, Teliphone, Inc.
      Teliphone, Inc. was incorporated in Canada on August 28, 2004. We erred by
      failing to account for the convertible debenture that was issued to Strathmere
      Associates International Limited for the principal sum of $100,000 on October
      18, 2004 in the audited financial statements included in the annual report
      on
      Form 10-KSB for the year ended December 31, 2004 and the unaudited financial
      statements included in the quarterly report on Form 10-QSB for the period ended
      March 31, 2005. We also erred by failing to include in the consolidated
      financial statements certain disbursements from banking accounts maintained
      by
      3894517 Canada Inc., an entity that became a wholly owned subsidiary of ours
      in
      July 2004.





On
      August
      31, 2005, we dismissed our former independent public accounting firm, Madsen
      & Associates, CPA’s Inc., and engaged Schwartz Levitsky Feldman LLP
      ("Schwartz") as our new independent public accounting firm.





Following
      the correction of the errors set forth above, we will also restate the financial
      statements for the affected periods and amend our annual report on Form 10-KSB
      for the year ended December 31, 2004 and our quarterly report on Form 10-QSB
      for
      the period ended March 31, 2005. We will also take action to correct any errors,
      omissions, or misrepresentations brought to our attention by Schwartz. ****




Our
      board
      of directors are currently working towards implementing significant changes
      in
      our internal controls over financial reporting that are expected to materially
      affect such controls.




16




**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





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




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





None.





**Item
      3.     Defaults upon Senior
      Securities**





None.





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the three month period ended
      September 30, 2004 or since the end of this reporting period.





**Item
      5.     Other
      Information**





None.





**Item
      6.      Exhibits**





**Exhibit**
              **Number**
            **Description
                of Exhibit**10.1
            Distribution
                Agreement with MSBR Communications, Inc. executed on March 1, 2005110.2
            Distribution
                Agreement with PODAR Enterprises executed on March 11, 2005110.3
            Term
                Sheet Entered into with NCTel Inc.110.4
            Letter
                of Intent with 9151-4877 Quebec Inc. (doing business under the name
                Dialek
                or NCTel)110.5
            Proposed
                Exchange of Shares of OSK Capital II and Teliphone, Inc.110.6
            Agreement
                and Plan of Merger and Reorganization by and among Teliphone, Inc.
                and OSK
                Acquisition Corp. and OSK Capital II Corp.110.7
            Carrier
                Services Agreement with XO Communications110.8
            Distribution
                Agreement with Car-Tel Inc. executed on July 28, 2004110.9
            Wholesale
                Agreement with 9151-4877 Quebec Inc., also known as Dialek Telecom110.10
            Share
                Exchange Agreement with 3874958 Canada Inc. on July 18, 2003210.11
            Agreement
                for the Transfer of Ownership of 3894517
                Canada Inc.31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002





17
 
 *TABLE
        OF
        CONTENTS*


1
            Previously
                filed as an exhibit to the quarterly report on Form 10QSB filed on
                September 22, 2005.


2
            Previously
                filed as an exhibit to current report on Form 8-K filed on January
                15,
                2004








**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:
            October
                20, 2005By:/s/
                Benoit Laliberté
              Benoit
                Laliberté
              Title:**Chief
                Executive Officer, Chief Financial Officer &
                Director**