UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
        10-KSB/A**





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year endedDecember
                31, 2005[   ]
            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACTFor
                the transition period from _________ to ________Commission file number000-27621





United
                American Corporation(Name
                of small business issuer in its
                charter)






Florida
            95-4720231(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)1080
                Beaver Hall, Suite 155, Montreal, Quebec, Canada
            H2Z
                1S8(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
              telephone number:514-313-6010


Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registeredNone
            Not
                ApplicableSecurities
                registered under Section 12(g) of the Exchange Act:Common
                Stock, par value $0.001(Title
                of class)





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





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB [ ]





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





State
      issuer’s revenue for its most recent fiscal year. $ 4,845,485





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days.


$1,440,126
      as of April 7, 2006





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      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]




Table
          of Contents





**TABLE
      OF CONTENTS**





PagePART
                IItem
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            13Item
                3.
            Legal
                Proceedings
            13Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            13PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            14Item
                6.
            Management’s
                Discussion and Analysis
            16Item
                7.
            Financial
                Statements
            20Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            21Item
                8A.
            Controls
                and Procedures
            22Item
                8B.
            Other
                Information
            23PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            24Item
                10.
            Executive
                Compensation
            27Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            28Item
                12.
            Certain
                Relationships and Related
                Transactions
            28Item
                13.
            Exhibits
            29Item
                14.
            Principal
                Accountant Fees and Services
            29





2
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            of Contents





**** **PART
      I**


**Item1.
      Description of Business**




**Business
      Development**





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.





At
        the
        time the share exchange agreement was entered into on July 18, 2003, Benoit
        Laliberté was the beneficial holder of a majority of our issued and outstanding
        shares of common stock and was also the sole officer, director, and shareholder
        of American United Corporation. 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. Subsequent to the share
        exchange agreement, Mr. Laliberté was appointed as our CEO, CFO, and as a member
        of our board of directors.





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.





**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




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packets
      are transmitted separately over a decentralized network and when they reach
      the
      final destination, they're reassembled into the original message.





VoIP
      allows a much higher volume of telecommunications traffic to flow at much higher
      speeds than traditional circuits do, and at a significantly lower cost. VoIP
      networks are significantly less capital intensive to construct and much less
      expensive to maintain and upgrade than legacy networks or what is commonly
      referred to as traditional circuit-switched networks. Since VoIP networks are
      based on internet protocol, they can seamlessly and cost-effectively interface
      with the high-technology, productivity-enhancing services shaping today's
      business landscape. These networks can seamlessly interface with web-based
      services such as virtual portals, interactive voice response (IVR), and unified
      messaging packages, integrating data, fax, voice, and video into one
      communications platform that can interconnect with the existing
      telecommunications infrastructure.





Initially,
      we sought to provide retail
      consumers and small and medium sized companies with
      a
      mobile or landline phone that utilizes VoIP as opposed to traditional cell
      phone
      technology. A mobile phone that is connected to a Wi-Fi router, which is
      interconnected to a hi-speed Internet modem, cable or ADSL transmits telephone
      calls by connecting to the Internet using a high-speed Internet connection.
      Use
      of this technology offers large savings to consumers because a majority of
      the
      telephone call is now being transmitted over the Internet replacing what was
      previously an established telecommunication line. When a VoIP network is
      utilized, an established telecommunication line is only utilized to transmit
      the
      call from our servers to the termination point of a call. The VoIP network
      is
      utilized with intellectual property to transmit the call from its origination
      point to our servers. The ability to minimize the use of established
      telecommunication lines reduces the cost of transmitting telephone calls. As
      a
      result, our ability to strategically establish computer servers in specified
      geographical areas will maximum the cost-savings benefit to those that utilize
      our service.





We
      constructed our first VoIP network which we refer to as CaribbeanONE. To
      construct this network, we established servers in Haiti that utilize our
      intellectual property to connect with our servers located in Montreal, Quebec,
      Canada. Following the successful testing of our servers in Haiti, the
      CaribbeanONE network was completed in March 2004. The establishment of the
      CaribbeanONE network was critical in that it enables us to charge significantly
      less than other providers that exclusively utilize established telecommunication
      lines for calls that originate in North America and terminate in any country
      in
      the Caribbean. When one of our consumers originates a call in North America,
      our
      VoIP network will receive the call and transmit the call to our server in Haiti
      and an established telecommunication line will only be utilized to transmit
      the
      call from our server in Haiti to the termination point of the call in the
      Caribbean. The establishment of the CaribbeanONE network was our first step
      in
      strategically establishing computer servers in specified geographical areas to
      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




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also
      handles servicing and providing businesses
      and individuals with a mobile or landline phone to access our VoIP network.
      The
      management of calls refers to the routing of calls from the origination point
      to
      the termination point. The billing of calls refers to the collection of charges
      for utilization of our VoIP network.





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





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





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





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





On
      November 13, 2004, we entered into an agreement with Ta-Daa High Speed Wireless.
      (Ta-Daa), a provider of wireless Internet access in various retails
      establishments located in Montreal, Quebec. At the present time, our consumers
      do not incur any additional cost for originating calls




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from
      these cafés. Additional agreements were entered into for the same purpose on
      substantially the same terms with other providers of wireless Internet access
      in
      various retails establishments throughout Montreal, Quebec. On November 30,
      2004, we entered into a similar agreement with Eye-In Inc. and also on March
      10,
      2005 we entered into a similar agreement with Experience Wifi Inc.





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





Once
      the
      requisite infrastructure was in place and operational, we sought to establish
      agreements and incentives for retailers of telephone products to make available
      to retail
      consumers and small and medium sized companies a
      mobile
      or landline phone that utilizes our VoIP network. In furtherance of this
      objective to provide our target market with a product that is compatible with
      our VoIP network, we entered
      into a distribution agreement with Distribution Car-Tel, Inc .
      (“Car-Tel”) on July 28, 2004. During Q4 2004, unfortunately, our agreement with
      Car-Tel did not result in the volume of increased sales of our service that
      was
      originally contemplated. As a result, we terminated our agreement with Car-Tel,
      and sought to renew our efforts to build our retail distribution network in
      the
      Montreal, Quebec area.





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





As
      a
      result of this agreement, MSBR Communications Inc. has succeeded in building
      a
      distribution network of over 70 points of retail sale, telemarketing sales
      partners and small business telecommunications interconnect companies. This
      distribution network is the current




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driver
      of
      our new customer acquisition in the retail segment of our business.





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





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.





**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




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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 for the proposed spin-off
      has not yet been set.





***Industry
      Overview***





One
      of
      the outgrowths from the rapid deployment of broadband connectivity in the United
      States and abroad has been the accelerated adoption of VoIP. VoIP is a
      technology that enables voice communications over the Internet through the
      conversion of voice signals into data packets. The data packets are transmitted
      over the Internet and converted back into voice signals before reaching their
      recipient. The Internet has always used packet-switched technology to transmit
      information between two communicating terminals. For example, packet switching
      allows a personal computer to download a page from a web server or to send
      an
      e-mail message to another computer. VoIP allows for the transmission of voice
      signals over these same packet switched networks and, in doing so, provides
      an
      alternative to traditional telephone networks.




VoIP
      technology presents several advantages over the technology used in traditional
      wireline telephone networks that enable VoIP providers to operate with lower
      capital expenditures and operating costs while offering both traditional and
      innovative service features. Traditional networks, which require that each
      user's telephone be connected to a central office circuit switch, are expensive
      to build and maintain. In contrast, VoIP networks route calls over the Internet
      using either softswitches or software, both of which are less expensive than
      circuit switches. In addition, traditional wireline networks
      use dedicated circuits that allot fixed bandwidth to a call throughout its
      duration, whether or not the full bandwidth is being used throughout the call
      to
      transmit voice signals. VoIP networks use bandwidth more efficiently, allocating
      it instead based on usage at any given moment. VoIP technology also presents
      the
      opportunity to offer customers attractive features that traditional telephone
      networks cannot easily support, such as online call management and
      self-provisioning (the ability for customers to change or add service features
      online).




Traditional
      telephone companies originally avoided the use of VoIP networks for transmitting
      voice signals due to the potential for data packets to be delayed or lost,
      preventing real-time transmission of the voice data and leading to poor sound
      quality. While a delay of several seconds in downloading a webpage or receiving
      an e-mail generally is acceptable to a user, a delay of more than a millisecond
      during a live, two-way voice conversation is not satisfactory. Original VoIP
      services, which were pioneered in the mid-1990s, were typically only PC-to-PC,




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requiring
      two personal computers to be in use at the same time. Early international
      calling card services, which allowed users to dial abroad for significantly
      discounted rates, also relied on a form of VoIP technology. These initial VoIP
      services often suffered from dropped calls, transmission delays and poor sound
      quality because of bandwidth limitations. As a result, VoIP initially developed
      a poor reputation for service quality relative to traditional fixed line
      telephone service. Subsequent increases in bandwidth, driven by increased
      broadband penetration, and improvements in packet switching, signaling, and
      compression technology have significantly enhanced the quality and reliability
      of VoIP calls.




Today,
      VoIP technology is used in the backbone of many traditional telephone networks,
      and VoIP services are offered to residential and business users by a wide array
      of service providers, including established telephone service providers. These
      VoIP providers include traditional local and long distance phone companies,
      established cable companies, Internet service providers and alternative voice
      communications providers.




While
      all
      of these companies provide residential VoIP communications services, each group
      provides those services over a different type of network, resulting in important
      differences in the characteristics and features of the VoIP communications
      services that they offer. Traditional wireline telephone companies offering
      VoIP
      services to consumers do so using their existing broadband DSL networks.
      Similarly, cable companies offering VoIP communications services use their
      existing cable broadband networks. Because these companies own and control
      the
      broadband network over which the VoIP traffic is carried between the customer
      and public switched telephone network, they have the advantage of controlling
      a
      substantial portion of the call path and therefore being better able to control
      call quality. In addition, many of these providers are able to offer their
      customers additional bandwidth dedicated solely to the customer's VoIP service,
      further enhancing call quality and preserving the customer's existing bandwidth
      for other uses. However, these companies typically have high capital
      expenditures and operating costs in connection with their networks. In addition,
      depending on the structure of their VoIP networks, the VoIP services provided
      by
      some of these companies can only be used from the location at which the
      broadband line they provide is connected.




Like
      traditional telephone companies and cable companies offering VoIP services,
      alternative voice communications providers also connect their VoIP traffic
      to
      the public switched telephone network so that their customers can make and
      receive calls to and from non-VoIP users. Unlike traditional telephone companies
      and cable companies, however, alternative voice communications providers do
      not
      own or operate a private broadband network. Instead, the VoIP services offered
      by these providers use the customer's existing broadband connection to carry
      call traffic from the customer to their VoIP networks. These companies do not
      control the "last mile" of the broadband connection, and, as a result, they
      have
      less control over call quality than traditional telephone
      or cable companies do. However, these companies have the operating advantage
      of
      low capital expenditure requirements and operating costs.




Internet
      service providers generally offer or have announced intentions to offer VoIP
      services principally on a PC-to-PC basis. These providers generally carry their
      VoIP traffic for the most part over the public Internet, with the result that
      VoIP services are often offered for free, but can only be used with other users
      of that provider's services. Many of these providers offer a premium service
      that allows customers to dial directly into a public switched telephone network.




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In
      addition, while no special adapters or gateways are required, often customers
      must use special handsets, headsets or embedded microphones through their
      computers, rather than traditional telephone handsets.




***Reliance
      on Technology and Computer Systems***




We
      rely
      on specialized telecommunications and computer technology to meet the needs
      of
      our consumers. We will need to continue to select, invest in and develop new
      and
      enhanced technology to remain competitive. Our future success will also depend
      on our operational and financial ability to develop information technology
      solutions that keep pace with evolving industry standards and changing client
      demands. Our business is highly dependent on our computer and telephone
      equipment and software systems, the temporary or permanent loss of which could
      materially and adversely affect our business.





***Competition***





The
      telecommunications industry is highly competitive, rapidly evolving and subject
      to constant technological change and to intense marketing by different providers
      of functionally similar services. Since there are few, if any, substantial
      barriers to entry, except in those markets that have not been subject to
      governmental deregulation, we expect that new competitors are likely to enter
      our markets. Most, if not all, of our competitors are significantly larger
      and
      have substantially greater market presence and longer operating history as
      well
      as greater financial, technical, operational, marketing, personnel and other
      resources than we do.





Our
      use
      of VoIP technology and our proprietary systems and products enables us to
      provide customers with competitive pricing for telecommunications services.
      Nonetheless, there can be no assurance that we will be able to successfully
      compete with major carriers in present and prospective markets. While there
      can
      be no assurances, we believe that by offering competitive pricing we will be
      able to compete in our present and prospective markets.





***Patents,
      Licenses, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor
      Contracts***





We
      do not
      own, legally or beneficially, any patent or trademark.





***Research
      and Development***





We
      did
      incurred research and development expenditures of $103,006 in the fiscal year
      ended December 31, 2005 and $0 in the fiscal year ended December 31, 2004.





***Existing
      and Probable Governmental Regulation***





***Overview
      of Regulatory Environment***





Traditional
      telephone service historically has been subject to extensive federal and state
      regulation, while Internet services generally have been subject to less
      regulation. Because some




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elements
      of VoIP resemble the services provided by traditional telephone companies and
      others resemble the services provided by Internet service providers, the VoIP
      industry has not fit easily within the existing framework of telecommunications
      law and until recently has developed in an environment largely free from
      regulation.





The
      Federal Communications Commission, or FCC, the U.S. Congress and various
      regulatory bodies in the states and in foreign countries have begun to assert
      regulatory authority over VoIP providers and are continuing to evaluate how
      VoIP
      will be regulated in the future. In addition, while some of the existing
      regulation concerning VoIP is applicable to the entire industry, many rulings
      are limited to individual companies or categories of service. As a result,
      both
      the application of existing rules to us and our competitors and the effects
      of
      future regulatory developments are uncertain.





***Regulatory
      Classification of VoIP Services***





On
      February 12, 2004, the FCC initiated a rulemaking proceeding concerning the
      provision of voice and other services and applications utilizing Internet
      Protocol technology. As part of this proceeding, the FCC is considering whether
      VoIP services like ours should be classified as information services or
      telecommunications services. We believe our service should be classified as
      an
      information service. If the FCC decides to classify VoIP services like ours
      as
      telecommunications services, we could become subject to rules and regulations
      that apply to providers of traditional telephony services. This could require
      us
      to restructure our service offering or raise the price of our service, or could
      otherwise significantly harm our business.





While
      the
      FCC has not reached a decision on the classification of VoIP services like
      ours,
      it has ruled on the classification of specific VoIP services offered by other
      VoIP providers. The FCC has drawn distinctions among different types of VoIP
      services, and has concluded that some VoIP services are telecommunications
      services while others are information services. The FCC's conclusions in those
      proceedings do not determine the classification of our service, but they likely
      will inform the FCC's decision regarding VoIP services like ours.





In
      Canada, the Canadian Radio-Television Commission (CRTC) is the regulating body
      who has set guidelines that our subsidiary, OSK, must meet. These guidelines
      center around 9-1-1 calling services and other services that are normally
      available to subscribers of traditional telephony services. OSK has met these
      requirements in its product offering.





An
      additional element of Canadian regulation is that the incumbent providers,
      Bell
      Canada (Central and Eastern Canada) and Telus (Western Canada), who in 2004
      controlled over 98% of the Business and Residential phone lines, are not able
      to
      reduce their prices to meet the newly offered reduced price options of
      independent VoIP and Cable phone companies. This regulation permitted
      independents such as OSK to provide their VoIP phone service without fear of
      anti-competitive activity by the incumbents. The CRTC has recently ruled that
      they will permit the reduction of pricing by the incumbent carriers once a
      25%
      market share has been attained by the upstart phone service providers. Effective
      March 2005, there is a penetration of 10% of phone services by up-start VoIP
      providers. OSK views its long term strategy outside of just residential




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phone
      service, through the availability of international phone numbers to global
      clients, thereby creating an international product offering, a strategy that
      is
      very different from the geographically limited incumbent carriers.





***VoIP
      E-911 Matters***





On
      June 3, 2005, the FCC released an order and notice of proposed rulemaking
      concerning VoIP emergency services. The order set forth two primary requirements
      for providers of "interconnected VoIP services" such as ours, meaning VoIP
      services that can be used to send or receive calls to or from users on the
      public switched telephone network.





First,
      the order requires us to notify our customers of the differences between the
      emergency services available through us and those available through traditional
      telephony providers. We also must receive affirmative acknowledgment from all
      of
      our customers that they understand the nature of the emergency services
      available through our service.  Second, the order requires us to provide
      enhanced emergency dialing capabilities, or E-911, to all of our customers
      by
      November 28, 2005. Under the terms of the order, we are required to use the
      dedicated wireline E-911 network to transmit customers' 911 calls, callback
      number and customer-provided location information to the emergency authority
      serving the customer's specified location.





***International
      Regulation***





The
      regulation of VoIP services is evolving throughout the world. The introduction
      and proliferation of VoIP services have prompted many countries to reexamine
      their regulatory policies. Some countries do not regulate VoIP services, others
      have taken a light-handed approach to regulation, and still others regulate
      VoIP
      services the same as traditional telephony. In some countries, VoIP services
      are
      prohibited. Several countries have recently completed or are actively holding
      consultations on how to regulate VoIP providers and services. We primarily
      provide VoIP services internationally in Canada.





***Canada***





*Classification
      and Regulation of VoIP Services.* The
      Telecommunications Act governs the regulation of providers of telecommunications
      services in Canada. We are considered a telecommunications service provider
      rather than a telecommunications common carrier. Telecommunications service
      providers are subject to less regulation than telecommunications common
      carriers, but do have to comply with various regulatory requirements depending
      on the nature of their business.





On
      May 12, 2005, the Canadian regulator, the CRTC, stated that VoIP services
      permitting users to make local calls over the public switched telephone network
      generally will be regulated by the same rules that apply to traditional local
      telephone services. Because we are not a telecommunications common carrier,
      we
      will not be subject to such regulation. Under the CRTC's decision, however,
      we
      are required to register as a local VoIP reseller in order to obtain access
      to
      certain services from other telecommunications providers.





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The
      CRTC's May 12, 2005 decision provided that VoIP providers who are
      registered as local VoIP resellers will be able to obtain numbers and
      portability from Canadian local exchange carriers, but will not be able to
      obtain numbers directly from the Canadian Numbering Administrator or to have
      direct access to the local number portability database. The CRTC's decision
      also
      identified other obligations of VoIP providers, such as contributing to a
      national service fund, complying with consumer protection, data and privacy
      requirements and providing access for the disabled. The details of these
      requirements have been referred to industry groups for further study. Certain
      aspects of the decision are the subject of pending appeals by other Canadian
      VoIP providers. We do not know what requirements will ultimately be imposed
      nor
      the potential cost that compliance may entail. The CRTC found that it is
      technically feasible for VoIP providers to support special services for
      hearing-impaired customers.





*Provision
      of 911 Services.* On
      April 4, 2005, the CRTC released a ruling requiring certain providers of
      VoIP services, like us, to provide interim access to emergency services at
      a
      level comparable to traditional basic 911 services by July 3, 2005 or such
      later date as the CRTC may approve on application by a service provider. Under
      the interim solution adopted by the regulator for the provision of VoIP 911
      services, customers of local VoIP services who dial 911 will generally be routed
      to a call center, where agents answer the call, verbally determine the location
      of the caller, and transfer the call to the appropriate emergency services
      agency. VoIP service providers are also required to notify their customers
      about
      any limitations on their ability to provide 911 services in a manner to be
      determined.





Since
      July 2005, OSK has complied with these regulations by partnering with a PSAP
      (Primary Service Access Point) which serves to verify the customer location
      and
      forward the call to the respective Municipal 9-1-1 center for assistance. This
      service therefore permits OSK’s customers to have access to 9-1-1 services
      irrespective of their physical location, anywhere in the Continental US &
Canada. This service is of significance as VoIP permits customers to utilize
      their phone anywhere a high-speed internet connection exists and can therefore
      be located outside of their local city when requiring 9-1-1
      services.





***Other
      Foreign Jurisdictions***





Our
      operations in foreign countries must comply with applicable local laws in each
      country we serve. The communications carriers with which we associate in each
      country is licensed to handle international call traffic, and takes
      responsibility for all local law compliance. For that reason we do not believe
      that compliance with the laws of foreign jurisdictions will affect our
      operations or require us to incur any significant expense.





***Compliance
      with Environmental Laws***





We
      did
      not incur any costs in connection with the compliance with any federal, state,
      or local environmental laws.





***Employees***





We,
      together with our subsidiary entities, currently have 3 full-time employees.
      We
      retain




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consultants
      to assist in our operations as needed. Our employees are not represented by
      labor unions or collective bargaining agreements.





**Item2.
      Description of Property**





Our
      principal place of business is located at 1080
      Beaver Hall, Suite 155, Montreal, Quebec, Canada  H2Z
      1S8 . We
      pay
      monthly rent for this property in the amount of $4,500.





**Item3.
      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.





**Item4.
      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 fourth quarter of the fiscal
      year ended December 31, 2005.


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**PART
      II**





**Item5.
      Market for Common Equity and Related Stockholder
      Matters**





**Market
      Information**





Our
      common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
      sponsored by the NASD. The OTCBB is a network of security dealers who buy and
      sell stock. The dealers are connected by a computer network that provides
      information on current "bids" and "asks", as well as volume information. Our
      shares are quoted on the OTCBB under the symbol “UAMA.”





The
      following table sets forth the range of high and low bid quotations for our
      common stock for each of the periods indicated as reported by the OTCBB. These
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not necessarily represent actual transactions.





Fiscal
                Year Ending December 31, 2005Quarter
                Ended
            
            High
                $
            
            Low
                $March
                31, 2005
            
            0.155
            
            0.102June
                30, 2005
            
            0.112
            
            0.05September
                30, 2005
            
            0.075
            
            0.043December
                31, 2005
            
            0.07
            
            0.04Fiscal
                Year Ended December 31, 2004Quarter
                Ended
            
            High
                $
            
            Low
                $March
                31, 2004
            
            0.175
            
            0.09June
                30, 2004
            
            0.165
            
            0.09September
                30, 2004
            
            0.16
            
            0.10December
                31, 2004
            
            0.192
            
            0.10





**Holders
      of Our Common Stock**





As
      of
      April 6, 2006, we had approximately thirty (30) holders of record of our common
      stock and several other stockholders hold shares in street name.





**Dividends**





We
      have
      not declared any dividends since our incorporation. There are no dividend
      restrictions that limit our ability to pay dividends on our common stock in
      the
      Articles of Incorporation or Bylaws. Chapter 607 of Title 36 of the Florida
      Statutes does provide limitations our ability to declare dividends. Section
      607.06401 of Chapter 607 prohibits us from declaring dividends where, after
      giving effect to the distribution of the dividend:





1.
            We
                would not be able to pay our debts when they became due in the usual
                course of business; or




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2.
            Our
                total assets would be less than the sum of its total liabilities
                plus the
                amount that would be needed, if we were to be dissolved at the time
                of
                distribution, to satisfy the preferential rights upon dissolution
                of
                stockholders whose preferential rights are superior to those receiving
                the
                distribution.





At
      the
      present time, we have no shareholders who have rights preferential to those
      of
      the common shareholders.





Section
      607.0623 of Chapter 607 allows the board of directors to issue shares of stock
      pro rata to our shareholders as a share dividend.





**Recent
      Sales of Unregistered Securities**





We
      did
      not issue any securities without registration under the Securities Act of 1933
      during the year ended December 31, 2005 which were not previously included
      in a
      Quarterly Report on Form 10-QSB or Current Report on Form 8-K.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





The
      following table provides information about our compensation plans under which
      shares of common stock may be issued upon the exercise of options as of December
      31, 2005.





**Equity
      Compensation Plans as of December 31, 2005**


A
            B
            C**Plan
                Category**
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
            **Weighted-average
                exercise price of outstanding options, warrants and
                right**
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                A)**Equity
                compensation plans
              approved
                by security
              holders
            -
            -
            -Equity
                compensation plans
              not
                approved by security
              holders
            -
            -
            -Total
            -
            -
            -





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**Item6.
      Management’s Discussion and Analysis or Plan of
      Operation**





**Forward-Looking
      Statements**




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





**Results
      of Operations for the Years Ended December 31, 2005 and
      2004**





For
      the
      year ended December 31, 2005, we generated total revenue of $4,845,485, compared
      to revenue of $582,561 for the year ended December 31, 2004. Our revenue was
      generated by sales of retail domestic and international voice and data products
      and services using VoIP.  Our increase in revenue for the year ended
      December 31, 2005 when compared to the same reporting period in the prior year
      is primarily attributable to increases in sales of VoIP termination services
      in
      our CaribbeanONE network, along with the sales results of our subsidiary OSK
      Capital II Corp./Teliphone. $4,611,979 of our total revenue generated was
      attributable to sales of VoIP termination services utilizing our CaribbeanONE
      network. Sales of VoIP services in Canada through our subsidiary, Teliphone,
      Inc., accounted for $233,506 of our total revenue generated.





We
      incurred operating expenses in the amount of $1,726,296 for the year ended
      December 31, 2005, compared to $891,168 for the year ended December 31, 2004.
      The increase in our operating expenses is primarily attributable to expenditures
      for research and development in the reporting period and a significant increase
      in the payment of commissions and wages. We incurred research and development
      expenditures of $103,006 in the year ended December 31, 2005 and did not incur
      any research and development expenditures in the prior year. These research
      and
      development expenditures were incurred by our subsidiary, OSK, in connection
      with its efforts to continuously
      develop core call management and call routing technology, as well as the
      integration of cellular phone calling records into the current
      platform. We paid




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$573,446
      in commissions and wages for the year ended December 31, 2005, compared to
      commissions and wages of $17,006 for the year ended December 31, 2004. 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 commission
      paid correspondingly increased.




Our
      net
      loss for the year ended December 31, 2005 was $1,442,255, compared to a net
      loss
      of $538,807 in the prior year.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2005, we had current assets of $288,538. Our current assets
      consisted of accounts receivable in the amount of $186,830, inventory of
      $51,652, and prepaid expenses and other current assets of $50,056. Our total
      current liabilities as of December 31, 2005 were $802,582. As a result, on
      December 31, 2005 we had working capital deficit of $514,044.





Operating
      activities used $447,266 in cash for the year ended December 31, 2005. Our
      net
      loss of $1,422,255 for the year ended December 31, 2005 was the primary
      component of our negative operating cash flow. Investing activities during
      the
      year ended December 31, 2005 used $107,423 for the acquisition of fixed assets.
      Cash flows provided by financing activities during the year ended December
      31,
      2005 primarily consisted of $52,122 for proceeds from loans payable and proceeds
      from convertible debentures in the amount of $331,760. We primarily relied
      on
      revenues and debt financing to fund our operations during the year ended
      December 31, 2005. On August 11, 2005, we, through our subsidiary OSK Capital
      II
      Corp., entered into a 10% Convertible Debentures (the “Debenture”) with an
      accredited investor in the amount of $306,750. The Debenture had a maturity
      date
      of August 11, 2008. The debenture holder provided notice to us of his intent
      to
      exercise his conversion right and to convert the $306,750 previously advanced
      into shares of common stock of OSK Capital II Corp. On August 31, 2005, the
      debenture holder was issued 613,520 shares of OSK Capital II Corp. common stock
      at the price of $0.50 per shares to retire the debenture.




The
      underlying drivers that resulted in material changes and the specific inflows
      and outflows of cash in the year ended December 31, 2005 are as
      follows:





a.
            Property
                acquisition costs,


b.
            Increase
                in accounts payable attributable to increased sales, and


c.
            We
                obtained financing from the issuance of loans and convertible debentures.
                Our management believes that additional issuance of stock and/or
                debt
                financing will be required to satisfy our projected expenditures
                in
                2006.





As
      of the
      time of this Annual Report, our management believes that we have insufficient
      capital to support our operations at their current level over the next twelve
      months. The success of our business 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 for the year ending December 31,
      2006. There can be no assurance that any additional financing will be available
      to us on




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acceptable
      terms, or at all. We do not have any formal commitments or arrangements for
      the
      sales of stock or the advancement or loan of funds at this time.





**Off
      Balance Sheet Arrangements**





As
      of
      December 31, 2005, there were no off balance sheet arrangements.





**Going
      Concern**





As
      shown
      in the accompanying consolidated financial statements, we have incurred
      recurring losses of $1,422,255 and $538,807 for the years ended December 31,
      2005 and 2004, and have a working capital deficiency of $514,044 as of December
      31, 2005. We have recently emerged from the development stage and have just
      started generating revenues. 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, the Company will continue to pursue bridge financing, in addition
        to
        the approximately $100,000 it raised through convertible debentures in 2004
        and
        $306,750 by its majority-owned subsidiary, OSK Capital II Corp., in 2005
        to
        assist them in meeting their current working capital needs. The outstanding
        debenture will either have to be re-paid or the debenture holder will decide
        to
        accept the issuance of stock. Should the debenture be re-paid, this will
        put
        additional strain on the company’s cash flow. Should the debenture holder choose
        the issuance of stock, then this will have a dilutive effect on the Company’s
        current shareholders. 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.





With
        regards to the issuance of a convertible debenture of $306,750 within the
        company’s majority-owned subsidiary OSK Capital II Corp, the Company accounted
        for this issuance by increasing the Additional Paid in Capital of OSK Capital
        II
        Corp by $331,096 and the amount of Common Stock of $664. These figures were
        expressed within the Consolidated Balance Sheet of the Company onwards from
        the
        period ending September 30, 2005.





The
      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 we be unable to continue
      as
      a going concern.





**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.




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**Currency
      Translation**





For
      subsidiaries outside the United States that prepare financial statements in
      currencies other than the U.S. dollar, we translate 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
      are included in other income (expense) in the results of operations. For the
      years ended December 31, 2005 and 2004, we recorded approximately $112,350
      and
      ($73,328) in transaction gains (losses) as a result of currency translation.





**Revenue
      Recognition**





When
      we
      emerged from the development stage following 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. we began to recognize
      revenue from our VoIP services when the services were rendered and collection
      was reasonably assured in accordance with SAB 101.





Our
      operating division, United American Telecom recognizes service revenues through
      the sale of VoIP long distance termination minutes. United American Telecom’s
      wholesale customers pay (typically in advance) to utilize our network to
      terminate their customer’s telephone calls.





With
      regards to our subsidiary OSK, OSK sells hardware devices in order for their
      customers to purchase OSK’s VoIP services. OSK typically sells the hardware
      device at a subsidized price (below cost) in order reduce the barrier to entry
      for the service by the customer, who then agrees to continue the service for
      a
      minimum of one year. The cost of the hardware is recovered through monthly
      service revenues. The price of the hardware is therefore determined on the
      sales
      incentive program that we decide to use for a particular segment.





The
      hardware device is “locked” in order to only enable it with our services.
      Therefore, after the service contract, if the client does not renew, the device
      becomes unusable by the client. In some cases, the early termination of service
      prior to the end of the service contract results in a penalty which permits
      the
      Company to recover any subsidized costs upon cancellation of
      contract.





If
      the
      device is in working order at the end of the service contract, and there is
      a
      need for demonstration units, we may credit the customer a nominal amount for
      returning the device to us.





In
      the
      second quarter of 2006, OSK likewise began to expand our services to the
      Wholesale segment. In these cases, we are able to offer our services over
      hardware that we have not sold to the end user. As a result, we will present
      segmented revenues for both hardware and services starting from our March 31,
      2006 form 10-QSB.





With
      regards to revenue recognition of cancellation fees, our contracts with
      customers indicate that we have the right to charge a cancellation fee if the
      contract is broken prior to its term. In 2005, cancellation fees were minor
      and
      included in revenue upon cancellation of the related contract.




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**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 based upon the fair
      value of the stock issued for the equipment. This amount is reflected as
      impairment in the 2003 financial statements.





**Recently
      Issued 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.




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**Item7.
      Financial Statements**





Index
      to
      Consolidated Financial Statements:




**Audited
                  Financial Statements:**F-1
              Report
                  of Independent Registered Public Accounting
                  Firm;F-2
              Consolidated
                  Balance Sheet as of December 31, 2005
                  (restated);F-3
              Consolidated
                  Statements of Operations and Comprehensive Income
                  (Loss) for the Years Ended December 31, 2005 (restated) and December
                  31, 2004;F-4
              Consolidated
                  Statement of Stockholders’ (Deficit) for the Years
                  Ended December 31, 2005 (restated) and December 31, 2004;F-5
              Consolidated
                  Statements of Cash Flows for the Years Ended
                  December 31, 2005 (restated) and December 31,
                  2004;F-6
              Notes
                  to Consolidated Financial
                  Statements;




22
 Table
            of Contents


**REPORTOF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM**
 
 Board
        of
        Directors
 United
        American Corporation
 Montreal,
        Quebec CANADA
 
 I
        have
        audited the accompanying consolidated balance sheet of United American
        Corporation (the “Company”) as of December 31, 2005 and the related consolidated
        statements of operations, changes in stockholders’ equity (deficit), and cash
        flows for the years ended December 31, 2005 and 2004. These consolidated
        financial statements are the responsibility of the Company’s management. My
        responsibility is to express an opinion on these consolidated financial
        statements based on my audits.
 
 I
        conducted my audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        I plan
        and perform the audits to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. I was
        not
        engaged to perform an audit of the Company’s internal control over financial
        reporting. My audits included consideration of internal control over financial
        reporting as a basis for designing audit procedures that are appropriate
        in the
        circumstances, but not for the purpose of expressing an opinion on the
        effectiveness of the Company’s internal control over financial reporting.
        Accordingly, I express no such opinion. An audit includes examining, on a
        test
        basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. I believe that my audits provide a reasonable
        basis for my opinion.
 
 In
        my
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of United American
        Corporation as of December 31, 2005, and the results of its consolidated
        statements of operations, changes in stockholders’ equity (deficit), and cash
        flows for the years ended December 31, 2005 and 2004 in conformity with U.S.
        generally accepted accounting principles.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 1 to the
        consolidated financial statements, the Company has sustained operating losses
        and capital deficits that raise substantial doubt about its ability to continue
        as a going concern. Management’s plans in regard to these matters are also
        described in Note 1. The consolidated financial statements do not include
        any
        adjustments that might result from the outcome of this uncertainty.
 
 As
        discussed in Notes 1 and 10, the Company has restated its consolidated financial
        statements for the year ended December 31, 2004.
 
 
 
 
 /s/
        Michael Pollack CPA
 Cherry
        Hill, NJ
 April
          20,
          2006, except for Note 10, which is dated June 1, 2007




F-1
 Table
          of Contents


**UNITEDAMERICAN
      CORP**


**CONSOLIDATED
        BALANCE SHEET**


**DECEMBER
        31, 2005**
  **ASSETS****(IN
                    US$)****(Restated)**Current
                    Assets:Cash
                    and cash equivalents
                $
                -Accounts
                    receivable, net
                
                186,830Inventory
                
                51,652Prepaid
                    expenses and other current assets
                
                50,056Total
                    Current Assets
                
                288,538Fixed
                    assets, net of depreciation
                
                640,101**TOTAL
                    ASSETS**
                $
                928,639**LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
                    Liabilities:Bank
                    overdraft
                $
                16,905Loan
                    payable
                
                77,701Loan
                    payable - related parties
                
                -Other
                    Payables
                
                625,964Convertible
                    debentures
                
                90,961Derivative
                    liability
                
                9,039Accounts
                    payable and accrued expenses
                
                607,976Total
                    Current Liabilities
                
                1,428,546**Total
                    Liabilities**
                
                1,428,546**MINORITY
                    INTEREST**
                
                443,025**STOCKHOLDERS'
                    EQUITY (DEFICIT)**Common
                      stock, $.001 Par Value; 125,000,000 shares authorized
                    and
                      49,969,985 shares issued and outstanding
                
                49,970Additional
                    paid-in capital
                
                4,219,448Accumulated
                    deficit
                
                (5,251,372)Accumulated
                    other comprehensive income (loss)
                
                39,022**Total
                    Stockholders' Equity (Deficit)**
                
                (942,932)**TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
                $
                928,639
  The accompanying notes are an integral
        part of
        the consolidated financial statements.


F-2
 Table
          of Contents


**UNITEDAMERICAN
        CORPORATION**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS AND**
 **COMPREHENSIVE
        INCOME (LOSS)**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2005 AND 2004**
  **IN
                      US$**
                    **2005**
                
                **2004****(Restated)****OPERATING
                    REVENUES**Sales
                $
                4,845,485
                
                $
                582,561**COST
                    OF SALES**Inventory,
                    beginning of period
                
                44,059
                
                
                -Purchases
                
                4,648,302
                
                
                268,488Inventory,
                    end of period
                
                (51,652)
                
                
                (44,059)**Total
                    Cost of Sales**
                
                4,640,709
                
                
                224,429**GROSS
                    PROFIT**
                
                204,776
                
                
                358,132**OPERATING
                    EXPENSES**Selling
                    and promotion
                
                135,274
                
                
                105,901Research
                    and development
                
                103,006
                
                
                -Professional
                    and consulting fees
                
                642,902
                
                
                541,130Commissions
                    and wages
                
                573,446
                
                
                17,006Other
                    general and administrative expenses
                
                81,116
                
                
                44,610Depreciation,
                    amortization and impairment
                
                190,552
                
                
                182,521**Total
                    Operating Expenses**
                
                1,726,296
                
                
                891,168**LOSS
                    BEFORE OTHER INCOME (EXPENSE)**
                
                (1,521,520)
                
                
                (533,036)**OTHER
                    INCOME (EXPENSE)**Interest
                    expense
                
                (12,000)
                
                
                (5,771)**Total
                    Other Income (Expense)**
                
                (12,000)
                
                
                (5,771)**NET
                    LOSS BEFORE PROVISION FOR INCOME TAXES **AND
                    MINORITY INTEREST****(1,533,520)
                
                
                (538,807)Minority
                    interest
                
                111,265
                
                
                -**NET
                    LOSS BEFORE PROVISION FOR INCOME TAXES**
                
                (1,422,255)
                
                
                (538,807)**Provision
                    for Income Taxes**
                
                -
                
                
                -**NET
                    LOSS APPLICABLE TO COMMON SHARES**
                $
                (1,422,255)
                
                $
                (538,807)**NET
                    LOSS PER BASIC AND DILUTED SHARES**
                $
                (0.03)
                
                $
                (0.01)**WEIGHTED
                      AVERAGE NUMBER OF COMMON****SHARES
                      OUTSTANDING**
                
                48,067,108
                
                
                41,682,907**COMPREHENSIVE
                    INCOME (LOSS)**Net
                    loss
                $
                (1,422,255)
                
                $
                (538,807)Other
                    comprehensive income (loss)Currency
                    translation adjustments
                
                112,350
                
                
                (73,328)Comprehensive
                    income (loss)
                $
                (1,309,905)
                
                $
                (612,135)




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


F-3
 Table
          of Contents


**UNITEDAMERICAN
        CORPORATION**
 **CONSOLIDATED
        STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2005 AND 2004**
 **(RESTATED)**
  **IN
                    US$****Common
                    Stock**
                
                **Additional**
                    **Paid-in**
                
                **Accumulated**
                
                **Accumulated**
                      **Other**
                      **Comprehensive****Shares**
                
                **Amount**
                
                **Capital**
                
                **Deficit**
                
                **Income
                      (Loss)**
                
                **Total**Balance
                    January 1, 2004, as previously reported
                
                40,943,242
                
                $
                40,943
                
                $
                3,324,551
                
                $
                (2,553,081)
                
                $
                -
                
                $
                812,413Prior
                    period adjustment, see Note 10
                
                -
                
                
                -
                
                
                -
                
                
                (625,964)
                
                
                -
                
                
                (625,964)Balance
                    January 1, 2004, as restated
                
                40,943,242
                
                
                40,943
                
                
                3,324,551
                
                
                (3,179,045)
                
                
                
                
                
                186,449Shares
                    issued for services
                
                3,176,743
                
                
                3,177
                
                
                426,997
                
                
                -
                
                
                -
                
                
                430,174Net
                      loss for the year ended December 31, 2004,as
                      previously reported
                
                -
                
                
                -
                
                
                -
                
                
                (398,593)
                
                
                -
                
                
                (398,593)Prior
                    period adjustment, see Note 10
                
                -
                
                
                -
                
                
                -
                
                
                (140,214)
                
                
                (73,328)
                
                
                (213,542)Net
                      loss for the year ended December 31, 2004,as
                      restated
                
                -
                
                
                -
                
                
                -
                
                
                (538,807)
                
                
                (73,328)
                
                
                (612,135)Balance
                    December 31, 2004
                
                44,119,985
                
                
                44,120
                
                
                3,751,548
                
                
                (3,717,852)
                
                
                (73,328)
                
                
                4,488Shares
                    issued for services
                
                5,850,000
                
                
                5,850
                
                
                467,900
                
                
                -
                
                
                -
                
                
                473,750Allocation
                    of paid in capital of OSK
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    loss for the year ended December 31, 2005
                
                -
                
                
                -
                
                
                -
                
                
                (1,533,520)
                
                
                112,350
                
                
                (1,421,170)49,969,985
                
                $
                49,970
                
                $
                4,219,448
                
                $
                (5,251,372)
                
                $
                39,022
                
                $
                (942,932)




The accompanying notes are an integral
        part of
        the consolidated financial statements.
 F-4
 Table
            of Contents
 **UNITEDAMERICAN
            CORPORATION**
 **CONSOLIDATED
            STATEMENTS OF CASH FLOWS**
 **FOR
            THE YEARS ENDED DECEMBER 31, 2005 AND 2004**
  **IN
                          US$**
                        **2005**
                    
                    **2004****(Restated)**
                    
                    **(Restated)****CASH
                        FLOWS FROM OPERATING ACTIVITIES**Net
                        loss
                    $
                    (1,422,255)
                    
                    $
                    (538,807)**Adjustments
                        to reconcile net loss to net cash **used
                        in operating activities:****Depreciation,
                        amortization and impairment
                    
                    188,979
                    
                    
                    182,521Shares
                        issued for services
                    
                    473,750
                    
                    
                    430,174**Changes
                        in assets and liabilities**(Increase)
                        in accounts receivable
                    
                    (171,725)
                    
                    
                    (29,348)(Increase)
                        in inventory
                    
                    (7,593)
                    
                    
                    (44,059)(Increase)
                        in prepaid expenses and other current assets
                    
                    (56,086)
                    
                    
                    (820)Increase
                          in accounts payable andand accrued expenses
                    
                    454,058
                    
                    
                    56,360Total
                        adjustments
                    
                    881,383
                    
                    
                    594,828**Net
                        cash provided by (used in) operating activities**
                    
                    (540,872)
                    
                    
                    56,021**CASH
                        FLOWS FROM INVESTING ACTIVITIES**Acquisitions
                        of fixed assets
                    
                    (108,673)
                    
                    
                    (30,776)**Net
                        cash (used in) investing activities**
                    
                    (108,673)
                    
                    
                    (30,776)**CASH
                        FLOWS FROM FINANCING ACTIVITES**Increase
                        in bank overdraft
                    
                    16,905
                    
                    
                    -Proceeds
                        from loan payable
                    
                    48,987
                    
                    
                    27,571Proceeds
                        from loan payable - related parties
                    
                    (43,760)
                    
                    
                    43,760Proceeds
                        from convertible debentures
                    
                    331,760
                    
                    
                    100,000**Net
                        cash provided by financing activities**
                    
                    353,892
                    
                    
                    171,331Effect
                        of foreign currency
                    
                    211,399
                    
                    
                    (112,322)**NET
                          INCREASE (DECREASE) INCASH
                          AND CASH EQUIVALENTS**
                    
                    (84,254)
                    
                    
                    84,254**CASH
                          AND CASH EQUIVALENTS -BEGINNING
                          OF YEAR**
                    
                    84,254
                    
                    
                    -**CASH
                        AND CASH EQUIVALENTS - END OF YEAR**
                    $
                    -
                    
                    $
                    84,254**CASH
                        PAID DURING THE YEAR FOR:**Interest
                        expense
                    $
                    12,000
                    
                    $
                    4,249
  The accompanying notes are an integral
            part of
            the consolidated financial statements.
 F-5
 Table
                of Contents
 **UNITEDAMERICAN
              CORPORATION**
 **NOTES
              TO CONSOLIDTAED FINANCIAL STATEMENTS**
 **DECEMBER
                31, 2005 (RESTATED) AND 2004**
 
 **NOTE
              1-**  **ORGANIZATION
              AND BASIS OF PRESENTATION**
 
 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. For accounting
              purposes,
              the Company accounted for the acquisition as a recapitalization. The
              transaction
              involved entities under common control as defined in Statement of Financial
              Standard 141, “Business Combinations”. As such, the net assets were acquired at
              their carrying values at the time of the acquisition.
  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.
 
 F-6
 Table
                  of Contents
 **UNITED
              AMERICAN CORPORATION**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
                31, 2005 (RESTATED) AND 2004**
 
 **NOTE
              1-**  **ORGANIZATION
              AND BASIS OF PRESENTATION** **(CONTINUED)**
 
 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. 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. The Company accounted for
                the business
                combination with OSK Capital II Corp. through consolidation under
                FASB-115.
  Prior
                to
                the business combination, The Company owned 96.2% of Teliphone Inc.
                As a result,
                the March 31, 2005 condensed consolidated balance sheets shows a
                minority
                interest to the 3.8% holders. In April of 2005, the Company entered
                into an
                agreement for the merger and re-organization with OSK Capital II
                Corp. which
                provided for the Company’s ownership percentage of OSK Capital II Corp to be
                82.2% (which owned 100% of Teliphone Inc. as per the agreement).
                This minority
                interest continued to be reflected in the Consolidated Balance Sheet
                moving
                forward until the spin-off of OSK Capital II Corp. on October 30,
                2006.
  The
                only
                related party transactions the Company has entered into are advances
                to the
                entities consolidated within OSK Capital II Corp., and with 3894517
                Canada,
                Inc., which is a wholly-owned subsidiary, all of which have been
                eliminated
                within the consolidation herein. Additionally, from time to time
                shareholders or
                entities with shareholders under common control will advance amounts
                to the
                Company to assist in cash flow. These are all short-term amounts
                and are
                non-interest bearing. Interest rates that the Company could obtain
                from a
                financial institution range from 4-6%, and for the holding period
                would yield
                interest expense that is not considered material to these consolidated
                financial
                statements.
  As
              discussed in Note 10 to the consolidated financial statements, the
              Company has
              restated its consolidated financial statements for the years ended
              December 31,
              2004 and 2003.
 
 F-7
 Table
                    of Contents
 **UNITED
              AMERICAN CORPORATION**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
                31, 2005 (RESTATED) AND 2004**
 
 **NOTE
              1-**  **ORGANIZATION
              AND BASIS OF PRESENTATION** **(CONTINUED)**
 
 **Going
              Concern**
  As
              shown
              in the accompanying consolidated financial statements the Company has
              incurred
              recurring losses of $1,422,255 and $538,807 for the years ended December
              31,
              2005 and 2004, and has a working capital deficiency of $514,044 as
              of December
              31, 2005. The Company has recently emerged from the development stage
              and has
              just started generating revenues. 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 and
                $306,750 by its majority-owned subsidiary OSK Capital II Corp in
                2005 to assist
                them in meeting their current working capital needs. The outstanding
                debenture
                will either have to be re-paid or the debenture holder will decide
                to accept the
                issuance of stock. Should the debenture be re-paid, this will put
                additional
                strain on the company’s cash flow. Should the debenture holder choose the
                issuance of stock, then this will have a dilutive effect on the Company’s
                current shareholders. 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
                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.
 
 
 F-8
 Table
                    of Contents
 **UNITED
              AMERICAN CORPORATION**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
                31, 2005 (RESTATED) AND 2004**
 
 
 **NOTE
              2-** **SUMMARY
              OF SIGNIFICANT ACCOUNTING POLICIES**
  **Principles
              of Consolidation**
  The
              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
              minority
              interests are reflected in the consolidated financial statements.
  **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.
 
 F-9
 Table
                    of Contents
 **UNITED
              AMERICAN CORPORATION**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
                31, 2005 (RESTATED) AND 2004**
 
 **NOTE
              2-**  **SUMMARY
              OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Fair
              Value of Financial Instruments (other than Derivative Financial
              Instruments)**
  The
              carrying amounts reported in the consolidated balance sheet for cash
              and cash
              equivalents, accounts receivable 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.
  **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 are included in the results of
                operations and
                were approximately $21,000 and $12,000 for the years ended December
                31, 2005 and
                2004, respectively. For the years ended December 31, 2005 and 2004,
                the Company
                recorded approximately $112,350 and ($73,328) in translation gains
                (losses) as a
                result of currency translation.
  **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.
 F-10
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
  **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Revenue
            Recognition (continued)**
  *VoIP
            Service Revenue related to American United*
  Substantially
            all of the Company’s revenues are derived from the sale of wholesale long
            distance termination services to Tier 1 and Tier 2 Telecommunications
            carriers.
            These services were rendered and collection was reasonably assured in
            accordance
            with SAB 101.
  There
            are
            limited estimates required in connection with recognition of revenue
            because
            voice traffic is measured in automated switches and routers, and contractual
            rates for traffic are used to bill or declare revenue on a monthly basis.
            However, for certain voice contracts, historical traffic may be retroactively
            re-rated within a contract period. This traffic re-rating is calculated
            and
            recognized immediately in the month the new contractual rate is established.
            Although relatively infrequent, there can be material disputes with customers
            over volume or traffic recognized on our customers’ switches. The Company’s
            practice is to maintain recorded revenue based on our traffic data until
            the
            merits of a dispute are identified.
  *VoIP
            Service Revenue related to Teliphone Inc. (OSK Capital II
            Corp)*
   Operating
            revenues consists of telephony services revenue and customer equipment
            (which
            enables the Company's telephony services) and shipping revenue. The point
            in
            time at which revenue is recognized is determined in accordance with
            Staff
            Accounting Bulletin No. 104, Revenue Recognition, and Emerging Issues
            Task Force
            Consensus No. 01-9, Accounting for Consideration Given by a Vendor to
            a Customer
            (Including a Reseller of the Vendor's Products) ("EITF No. 01-9"). Teliphone
            Inc./OSK Capital II Corp. recognizes revenue from their VoIP Telephony
            services
            when the services were rendered and customer equipment purchased as follows:
  *VoIP
            Telephony Services Revenue*
  The
            Company realizes VoIP telephony services revenue through sales by two
            distinct
            channels; the Retail Channel (Customer purchases their hardware from
            a Retail
            Distributor and the Company invoices the customer direct) and the Wholesale
            Channel (Customer purchases their hardware from the Wholesaler and the
            Company
            invoices the Wholesaler for usage by the Wholesaler’s customers
            collectively).
  Substantially
            all of the Company's operating revenues are telephony services revenue,
            which is
            derived primarily from monthly subscription fees that customers are charged
            under the Company's service plans. The Company also derives telephony
            services
            revenue from per minute fees for international calls and for any calling
            minutes
            in excess of a customer's monthly plan limits.
 
 F-11
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Revenue
          Recognition (continued)**
  Retail
            Channel
  Monthly
            subscription fees are automatically charged to customers' credit cards
            in
            advance and are recognized over the following month when services are
            provided.
  Revenue
            generated from international calls and from customers exceeding allocated
            call
            minutes under limited minute plans is charged to the customer’s credit cards in
            advanced in small increments and are recognized over the following month
            when
            the services are provided.
  The
            Company generates revenues from shipping equipment direct to customers
            and our
            re-seller partners. This revenue is considered part of the VoIP service
            revenues.
  The
            Company does not charge initial activation fees associated with the service
            contracts in the Retail Channel. The Company generates revenues from
            disconnect
            fees associated with early termination of service contracts with Retail
            Customers. These fees are included in service revenue as they are considered
            part of the service component when the service is delivered or
            performed.
  Prior
            to
            September 30, 2006 the Company generally charged a disconnect fee to
            Retail
            customers who did not return their customer equipment to the Company
            upon
            disconnection of service if the disconnection occurred within the term
            of the
            service contract. On October 1, 2006, the Company changed its disconnect
            policy.
            Upon cancellation of the service, a disconnect fee is charged only if
            the
            customer does not return their equipment to the Company. These fees are
            included
            in service revenue as they are considered part of the service component
            when the
            service is delivered or performed and are recognized upon receipt of
            the
            fee.
  Wholesale
            Channel
  Monthly
            subscription fees are invoiced to Wholesale customers at the end of the
            month
            for the entirety of the services delivered during the month. Revenue
            for this
            period is therefore recognized at the time the Wholesaler is
            billed.
  The
            Company generates revenue from initial activation fees associated with
            wholesale
            service contracts. These fees are included in service revenue as they
            are
            considered part of the service component when the service is delivered
            or
            performed and are recognized upon receipt of the fee.
  There
            is
            no disconnection fee associated with a wholesale customer.
  The
            Company generates revenues from shipping equipment direct to wholesale
            customers. This revenue is considered part of the VoIP service
            revenues.
 
 F-12
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Revenue
          Recognition (continued)**
  *Customer
            Equipment*
  Retail
            Channel
  For
            retail sales, the equipment is sold to re-sellers at a subsidized price
            below
            that of cost and below that of the retail sales price. The customer purchases
            the equipment at the retail price from the retailer. The Company recognizes
            this
            revenue utilizing the guidance set forth in EITF 00-21, “Revenue Arrangements
            with Multiple Deliverables”.
  Under
            a
            retail agreement, the cost of the equipment is recognized as deferred
            revenue,
            and amortized over the length of the service agreement. Upon satisfying
            the
            minimum service requirements the equipment charges are refunded through
            subsequent billings netting out this charge against service charges.
            Upon
            refund, the deferred revenue is fully amortized.
  Customer
            equipment expense is recorded to direct cost of goods sold when the hardware
            is
            initially purchased from our suppliers.
  The
            Company also provides rebates to retail customers who purchase their
            customer
            equipment from retailers and satisfy minimum service period requirements.
            These
            rebates are recorded as a reduction of revenue over the minimum service
            period
            based upon the actual rebate coupons received from customers and whose
            accounts
            are in good standing.
  Wholesale
            Channel
  For
            wholesale customers, the equipment is sold to wholesalers at the Company’s cost
            price plus mark-up. There are no rebates for equipment sold to wholesale
            customers and the Company does not subsidize their equipment sales. The
            Company
            recognizes revenue from sales of equipment to wholesale customers as
            billed.
  *Commissions
            Paid to Retail Distributors*
  Commissions
            paid to Retail Distributors are sales and marketing expenses and are
            recognized
            during the period where the commissions are paid.
  *Commissions
            Paid to Wholesalers*
  Commissions
            paid to wholesalers is recognized as a cost of sales due to the Company
            receiving an identifiable benefit in exchange for the consideration,
            and the
            Company can reasonably estimate the fair value of the benefit identified.
            The
            Company receives the following identifiable benefit in exchange for the
            commissions paid:
 
 F-13
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Revenue
          Recognition (continued)**
 
 ·
                  The
                      Wholesaler assumes the cost of billing and collections direct
                      with the
                      customer
 ·
                  The
                      Wholesaler assumes the costs of customer
                      support
 This
            cost
            of sale is recognized when the service is provided to the Wholesaler.
            Should the
            consideration paid by the Company exceed the fair value of the benefit
            received,
            that amount would be reflected as a reduction of revenue when recognized
            in the
            Company’s statement of operation.
  **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 not recorded an allowance for doubtful accounts
          at December 31, 2005.
  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.
  **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.
 
 F-14
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **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 years ended December 31, 2005 and 2004 are included in
          general
          and administrative expenses in the consolidated statements of operations.
  **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.
 
 F-15
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **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 based
          upon
          the fair value of the stock issued for the equipment. This amount is reflected
          as impairment in the 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-16
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **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:
  **December
                      31,**
                      **2004**
                  
                  **December
                      31,**
                      **2003**Net
                      loss
                  $
                  (1,422,255)
                  
                  $
                  (538,807)Weighted-average
                      common sharesOutstanding
                      (Basic)
                  
                  48,067,108
                  
                  
                  41,682,907Weighted-average
                      common stockEquivalentsStock
                      options
                  
                  -
                  
                  
                  -Warrants
                  
                  -
                  
                  
                  -Weighted-average
                      common sharesOutstanding
                      (Diluted)
                  
                  48,067,108
                  
                  
                  41,682,907
  **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-17
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **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.
 
 **NOTE
          3-**  **FIXED
          ASSETS**
 
 Fixed
          assets as of December 31, 2005 were as follows:
  Estimated
                      Useful
                    Live
                      (Years)Computer
                    equipment
                
                5
                
                $
                1,013,174Less:
                    accumulated depreciation
                
                
                
                
                (373,073)Property
                    and equipment, net
                
                
                
                $
                640,101
 
 There
          was
          $190,552 and $182,521 charged to operations for depreciation expense for
          the
          years ended December 31, 2005 and 2004, 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.
  The
          Company also transferred $104,500 of equipment to its subsidiary Teliphone,
          Inc.
          on December 31, 2004.
 
 F-18
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          4-**  **LOANS
          PAYABLE**
 
 The
          Company beginning in 2004 entered into unsecured loans payable with non-related
          parties. There was $77,701 outstanding as of December 31, 2005. These loans
          were
          non-interest bearing and demand loans that were short-term in nature. Amounts
          were funded for cash flow purposes, and repaid periodically during the
          periods.
          Interest expense based on borrowing rates the Company could obtain from
          financial institutions calculated based on the holding periods were not
          considered to be material.
 
 **NOTE
          5-**  **RELATED
          PARTY LOANS**
 
 Beginning
          in 2004, 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 December 31, 2005.
  Additionally,
          the Company had loans with various directors that were non-interest bearing.
          There were no amounts outstanding as of December 31, 2005.
 
 **NOTE
              6-** **CONVERTIBLE
              DEBENTURES**
 
 On
          October 18, 2004, the Company entered into 12% Convertible Debentures (the
          “Debentures”) with Strathmere Associates International Limited (“Strathmere”) 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.
  Subsequently
            on November 14, 2006, the Company and Strathmere agreed to extend the
            maturity
            date to October 31, 2007, while maintaining the same interest rate of
            12% per
            annum, payable every month.
  The
            Debentures can either be paid to the holders on October 31, 2007 or converted
            at
            the holders’ option any time up to maturity at a conversion price equal of $0.07
            per share (the original conversion rate was $.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.
 
 F-19
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
              6-** **CONVERTIBLE
              DEBENTURES (CONTINUED)**
 
 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 September 30, 2005, June 30, 2005,
            March
            31, 2005 and December 31, 2004; no annual dividends, volatility of 125%,
            risk-free interest rate of 3.28%, and expected life of 2 years. For disclosure
            purposes as of December 31, 2004 the derivative call option was valued
            at a fair
            value of $.087. As of March 31, 2005 the call option was valued at $.057. As
            of
            June 30, 2005 the call option was valued at $.024. As of September 30,
            2005 and
            December 31, 2005 the call option was valued at $.018.
  The
            embedded derivative did not qualify as a fair value or cash flow hedge
            under
            SFAS No. 133.
  The
          stock
          price as of December 31, 2004 was approximately $.15 per share, as of March
          31,
          2005 was approximately $.11, as of June 30, 2005 was approximately $.06,
          and as
          of September 30, 2005 and December 31, 2005 was $.05, therefore there was
          a
          decrease of $34,498 for the nine months and year ended December 31, 2005
          and $0
          for the three months ended December 31, 2005 in the derivative liability
          as of
          December 31, 2005.
  The
          embedded derivative did not qualify as a fair value or cash flow hedge
          under
          SFAS No. 133. Interest for the year ended December 31, 2004 was approximately
          $2,419 and was accrued at December 31, 2004.
  Interest
          expense for the year ended December 31, 2005 and 2004 was $12,000 and $2,419,
          respectively. At December 31, 2005, there was $2,419 of interest
          accrued.
  On
            August
            11, 2005, the Company’s majority owned subsidiary OSK Capital II Corp. entered
            into 10% Convertible Debentures (the “Debentures”) with various individuals. The
            Debentures had a maturity date of August 11, 2008, and incurred interest
            at a
            rate of 10% per annum.
 
 F-20
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
              6-** **CONVERTIBLE
              DEBENTURES (CONTINUED)**
 
 The
            Debentures can either be paid to the holders on August 11, 2008 or converted
            at
            the holders’ option any time up to maturity at a conversion price equal to
            eighty percent (80%) of the average closing price of the common stock
            as listed
            on a Principal Market for the five (5) trading days immediately proceeding
            the
            conversion date. If the common stock is not traded on a Principal Market,
            the
            conversion price shall mean the closing bid price as furnished by the
            National
            Association of Securities Dealers, Inc. The holder agrees that it shall
            not
            convert the Debentures prior to August 12, 2005, if on a conversion date
            the
            closing price of the common stock on any of the five (5) trading days
            immediately proceeding the applicable conversion date id $.50 per share
            or less.
            OSK Capital II Corp’s stock was not trading on a Principal Market as of August
            12, 2005, and therefore the holders all converted their debentures at
            $.50 per
            share. The total Debentures issued by OSK Capital II Corp was $331,760
            and OSK
            Capital II Corp issued 663,520 shares of its common stock in conversion
            of the
            debentures. 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
            OSK Capital II Corp as an embedded derivative. The embedded derivative
            derives
            its value based on the underlying fair value of OSK Capital II Corp’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.
            There
            was no derivative liability recognized due to the conversion of the debenture
            into shares of common stock at he time the debenture agreement was entered
            into.
  The
            embedded derivative did not qualify as a fair value or cash flow hedge
            under
            SFAS No. 133.
  There
            was
            no interest charged due to the debentures being converted
            immediately.
 
 **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.
 
 F-21
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
              7-** **COMMITMENTS
              (CONTINUED)**
 
 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.
 
 F-22
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          8-**  **STOCKHOLDERS’
          EQUITY (DEFICIT)**
 
 **Common
          Stock**
  As
          of
          December 31, 2005, 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 December 31,
          2005.
  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.
  The
          Company had 44,119,985 shares issued and outstanding as of December 31,
          2004.
  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.
 
 **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
          December 31, 2005 and 2004, deferred tax assets consist of the
          following:
  2005
                
                2004Net
                  operating losses
                $
                1,542,738
                
                $
                1,051,242Valuation
                  allowances
                
                (1,542,738)
                
                
                (1,051,242)$
                -
                
                $
                -
  At
          December 31, 2005, the Company had a net operating loss carryforward in
          the
          approximate amount of $4,625,408, available to offset future taxable income
          through 2024. 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.
 
 F-23
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          9-**  **PROVISION
          FOR INCOME TAXES** **(CONTINUED)**
 
 A
          reconciliation of the Company’s effective tax rate as a percentage of income
          before taxes and federal statutory rate for the periods ended December
          31, 2005
          and 2004 is summarized as follows:
  2005
                  
                  2004Federal
                      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-**  **RESTATED
          FINANCIAL STATEMENTS** ****
 
 The
          Company has restated its previously issued consolidated financial statements
          for
          the year ended December 31, 2004 to include:
 
 ·
                The
                    results of operations for its subsidiary Teliphone, Inc. which
                    had been
                    previously excluded (A majority of the differences noted in the
                    chart
                    below relate to this item);
 ·
                The
                    accounting for the convertible debenture that was issued to Strathmere
                    Associates International Limited for the principal sum of $100,000
                    on
                    October 18, 2004;
 ·
                The
                    results of certain disbursements from banking accounts maintained
                    by
                    3894517 Canada Inc; and
 ·
                To
                    properly reflect the acquisition of the $2,625,000 of equipment
                    acquired
                    for 26,250,000 shares previously recorded in 2004 in 2003 and
                    related
                    depreciation in 2004, as well as the $1,750,875 that was recorded
                    as
                    impairment in 2003 in accumulated
                    deficit.
 
 The
          net
          effect of these changes resulted in an increase in the net loss and accumulated
          deficit of $140,214 to bring the restated loss to $538,807 and the restated
          accumulated deficit to $3,091,888 as of and for the year ended December
          31,
          2004.
 
 **Original
                    filing**
                **Re-Stated
                    Filing**
                **Change**Total
                    Assets
                918,514
                905,107
                (13,407)Total
                    Liabilities
                18,020
                274,655
                256,635Total
                    Stockholder’s Deficit
                900,494
                630,452
                (270,042)Total
                    Revenues
                1,298,525
                582,561
                (715,964)Gross
                    Profi
                (398,593)
                358,132
                756,725Net
                    Earnings (Loss)
                (398,593)
                (538,807)
                (140,214)Net
                    Earnings (Loss) per common share basic and diluted
                -
                (0.01)
                (0.01)Weighted
                    average number of common shares used in calculation
                15,750,000
                41,682,907
                25,932,907
 
 F-24
 Table
              of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          10-**  **RESTATED
          FINANCIAL STATEMENTS** **(CONTINUED)**
 
 The
            Company has restated its previously issued consolidated financial statements
            for
            the year ended December 31, 2005. The Company has restated its consolidated
            financial statements for the extinguishment of $625,964 of payables that
            the
            Company wrote off in the year ended December 31, 2003. The Company has
            received
            legal opinions that determine these liabilities to no longer be outstanding,
            however, is performing revised lien searches and performing further due
            diligence on the existence of these liabilities. Until the time that
            the Company
            receives further documented evidential matter that these liabilities
            are in fact
            no longer considered to be liabilities, the Company has re-instated these
            liabilities. The $625,964 is included in the consolidated balance sheet
            at
            December 31, 2005 as “Other payables”. The restatement has no impact on net
            income (loss) or earnings per share calculations, or changes in the Company’s
            cash flows for the years ended December 31, 2005 and 2004,
            respectively.
  **NOTE
          11-**  **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.
  Operating
          segment data for the year ended December 31, 2005 are as follows:
  Corporate
                
                Wholesale
                    Services
                
                Connection
                    Services
                
                TotalSales
                $
                -
                
                $
                4,611,979
                
                $
                233,506
                
                $
                4,845,485Cost
                    of sales
                
                -
                
                
                4,163,319
                
                
                477,390
                
                
                4,640,709Gross
                    profit (loss)
                
                -
                
                
                448,660
                
                
                (243,884)
                
                
                204,776Operating
                    expenses
                
                543,682
                
                
                658,359
                
                
                333,703
                
                
                1,535,744Depreciation,
                    amortization and impairment
                
                148,700
                
                
                10,023
                
                
                31,829
                
                
                190,552Interest
                    (net)
                
                (12,000)
                
                
                (0)
                
                
                (0)
                
                
                (12,000)Net
                    income (loss)
                
                (704,382)
                
                
                (219,722)
                
                
                (609,416)
                
                
                (1,533,520)Segment
                    assets
                
                446,100
                
                
                180,858
                
                
                301,681
                
                
                928,639Fixed
                    Assets, net of depreciation
                
                446,100
                
                
                38,871
                
                
                155,130
                
                
                640,101
 
 F-25
 Table
                of Contents
 **UNITED
          AMERICAN CORPORATION**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2005 (RESTATED) AND 2004**
 
 **NOTE
          11-**  **SEGMENT
          INFORMATION** **(CONTINUED)**
 
 Operating
          segment data for the year ended December 31, 2004 are as follows:
 
 Corporate
                
                Wholesale
                    Services
                
                Connection
                    Services
                
                TotalSales
                $
                -
                
                $
                543,015
                
                $
                39,546
                
                $
                582,561Cost
                    of sales
                
                -
                
                
                89,278
                
                
                135,151
                
                
                224,429Gross
                    profit (loss)
                
                -
                
                
                453,737
                
                
                (95,605)
                
                
                358,132Operating
                    expenses
                
                436,265
                
                
                135,930
                
                
                136,452
                
                
                708,647Depreciation,
                    amortization and impairment
                
                174,825
                
                
                3,486
                
                
                4,210
                
                
                182,521Interest
                    (net)
                
                (2,419)
                
                
                (1,819)
                
                
                (1,533)
                
                
                (5,771)Net
                    income (loss)
                
                (613,509)
                
                
                312,502
                
                
                (237,800)
                
                
                (538,807)Segment
                    assets
                
                594,800
                
                
                116,113
                
                
                194,194
                
                
                905,107Fixed
                    Assets, net of depreciation
                
                594,800
                
                
                20,264
                
                
                108,166
                
                
                723,230
  F-26
 Table
              of Contents





**Item8.
      Changes In and Disagreements with Accountants on Accounting
      and Financial** **Disclosure**





On
      August
      31, 2005, we dismissed Madsen & Associates, CPA’s Inc. (the "Madsen &
Associates") as our principal accountant. We engaged Schwartz Levitsky Feldman
      LLP ("Schwartz") as our principal accountants effective August 31, 2005.
      The decision to change accountants was approved by our board of directors. 
We did not consult with Schwartz on any matters prior to retaining such firm
      as
      our principal accountants.





Madsen
      & Associates’ report dated April 27, 2005 on our balance sheet as of
      December 31, 2004, and the statement of operations, statement of changes in
      stockholders' equity, and statement of cash flows for the years ended December
      31, 2004 and 2003, and for the cumulative period from inception, July 17, 1992,
      to December 31, 2004 did not contain an adverse opinion or disclaimer of
      opinion, nor was it qualified or modified as to uncertainty, audit scope, or
      accounting principles.





In
      connection with the audited balance sheet as of December 31, 2004, and the
      statement of operations, statement of changes in stockholders' equity, and
      statement of cash flows for the years ended December 31, 2004 and 2003, and
      for
      the cumulative period from inception, July 17, 1992, to December 31, 2004,
      to
      December 31, 2003, there were no disagreements with Madsen & Associates on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedures, which disagreements if not resolved
      to the satisfaction of Madsen & Associates would have caused them to make
      reference thereto in their report on the financial statements for such periods.





In
      connection with the audited balance sheet as of December 31, 2004, and the
      statement of operations, statement of changes in stockholders' equity, and
      statement of cash flows for the years ended December 31, 2004 and 2003, and
      for
      the cumulative period from inception, July 17, 1992, to December 31, 2004,
      to
      December 31, 2003, and the subsequent reviews of interim periods
      through August 31, 2005, Madsen & Associates did not advise us with
      respect to any of the matters described in paragraphs (a)(1)(iv)(B) of Item
      304
      of Regulation S-B.





On
      February 6, 2006, Schwartz Levitsky Feldman LLP (the “Schwartz”) resigned as our
      principal accountant. We engaged Michael Pollack, CPA as our principal
      accountant effective February 7, 2006. The decision to change accountants was
      approved by our board of directors. We did not consult with Michael Pollack,
      CPA
      on any matters prior to retaining such firm as our principal
      accountants.





Schwartz
      did not report on the financial statements for either of the past two years,
      but
      did review our financial statements included in our amended quarterly report
      for
      the period ended September 30, 2004 and the quarterly reports for the periods
      ended June 30, 2005 and September 30, 2005.





From
      the
      time that Schwartz was engaged on August 31, 2005 and through the interim period
      ended February 6, 2006, Schwartz did not advise us with respect to any of the
      matters described in paragraphs (a)(1)(iv)(B) of Item 304 of Regulation
      S-B.




23
 Table
          of Contents




**Item8A.
      Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of December 31, 2005. This evaluation was carried
      out under the supervision and with the participation of our Chief Executive
      Officer and Chief Financial Officer, Mr. Simon
      Lamarche .
      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 December 31, 2005. This evaluation was carried
      out under the supervision and with the participation of our board of directors.
      Based upon that evaluation, our board of directors concluded that, as of
      December 31, 2005, our disclosure controls and procedures were not effective.





This
      conclusion was reached as a result of our failure to include certain financial
      information in the consolidated financial statements for the years ended
      December 31, 2003 and December 31, 2004, and the quarterly periods ended March
      31, 2004, June 30, 2004, September 30, 2004, March 31, 2005, June 30, 2005,
      and
      September 30, 2005. We are restating our financial statements and amending
      our
      quarterly and annual reports for the affected periods. We will also take action
      to correct any errors, omissions, or misrepresentations brought to our attention
      by our new principal accountant, Michael Pollack, CPA. ****





Our
      board
      of directors is 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.





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





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. 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.





**Item8B.
      Other information**





None.




24
 Table
            of Contents





**PART
      III**





**Item9.
      Directors, Executive Officers, Promoters and Control Persons;
      Compliance with** **Section
      16(a) of the Exchange Act**





The
      following information sets forth the names of our current directors and
      executive officers, their ages and their present positions with the Company.





Name
            Age
            Position(s)
                and Office(s) HeldSimon
                Lamarche
            52
            Chief
                Executive Officer, Chief Financial Officer, and
                DirectorGeorge
                Metrakos
            35
            Director





Set
      forth
      below is a brief description of the background and business experience of each
      of our current executive officers and directors.





**Simon
      Lamarche.** On
      November 8, 2005, Mr. Larmache was appointed as our Chief Executive Officer,
      Chief Financial Officer and as a member of our board of directors. Since June
      2004, Mr. Lamarche has acted as an independent consultant with our subsidiary,
      Teliphone, Inc.  From January 2004 to June of 2004, Mr. Lamarche was
      Director of Sales of MicroQuest, a company specializing in retail and business
      sales and integration of computers and networking equipment.  From January
      2002 to the end of 2003, Mr. Lamarche was President of Vectoria Informatiques
      Telecommunications Inc., a company specializing in advanced, internet-based
      telecommunications and specialized computer networking within business and
      residential applications.  Prior to 2002, Mr. Lamarche was Director of
      Sales at Jitec Corporation, a company specializing in software development,
      computer networking and retail sales.





**George
      Metrakos.** Mr.
      Metrakos was appointed to our board of directors on September 6, 2005. Mr.
      Metrakos holds a Bachelor’s of Engineering from Concordia University located in
      Montreal, Canada and a Master’s of Business Administration from The John Molson
      School of Business at Concordia University. Mr. Metrakos has worked with such
      organizations as Philips B.V. located in the Netherlands, The Dow Chemical
      Company, and Hydro Quebec. Mr. Metrakos was appointed as President and Chief
      Executive Officer of Teliphone, Inc. in September 2004. Teliphone, Inc. was
      formed as a subsidiary of the Company in September 2004. Mr. Metrakos was
      appointed as President, Chief Executive Officer and a member of the board of
      directors of OSK Capital II Corp. in June 2005. OSK Capital II Corp. is
      currently a subsidiary of the Company and the parent corporation of Teliphone,
      Inc.





The
      following information sets forth the names of former directors and executive
      officers who provided services to us in this capacity during the year ended
      December 31, 2005, their ages and period of service with the
      Company.





25
 Table
            of Contents




Name
            Age
            Position(s)
                and Office(s)Previously
                Held
            Period
                of ServiceGillesPoliquin
            45
            Director
            September
                6, 2005 - November 8, 2005Benoit
                Laliberté
            34
            Chief
                Executive Officer,
              Chief
                Financial Officer, and Director
            July
                22, 2003 - November 8, 2005





**Term
      of Office**





Our
      directors are appointed for a one-year term to hold office until the next annual
      meeting of our shareholders or until removed from office in accordance with
      our
      bylaws.





Our
      executive officers are appointed by our board of directors and hold office
      until
      removed by the board.





**Significant
      Employees**





We
      have
      no significant employees other than our officers and directors.





**Family
      Relationships**





There
      are
      no family relationships between or among the directors, executive officers
      or
      persons nominated or chosen by us to become directors or executive
      officers.





**Involvement
      in Certain Legal Proceedings**





Other
        than as disclosed below, during the past five years, none of the following
        occurred with respect to any director, person nominated to become a director,
        executive officer, promoter or control person: (1) any bankruptcy petition
        filed
        by or against any business of which such person was a general partner or
        executive officer either at the time of the bankruptcy or within two years
        prior
        to that time; (2) any conviction in a criminal proceeding or being subject
        to a
        pending criminal proceeding (excluding traffic violations and other minor
        offenses); (3) being subject to any order, judgment or decree, not subsequently
        reversed, suspended or vacated, of any court of competent jurisdiction,
        permanently or temporarily enjoining, barring, suspending or otherwise limiting
        his or her involvement in any type of business, securities or banking
        activities; and (4) being found by a court of competent jurisdiction (in
        a civil
        action), the SEC or the Commodities Futures Trading Commission to have violated
        a federal or state securities or commodities law, and the judgment has not
        been
        reversed, suspended or vacated.





On
        October 8, 2004 the Autorité des marchés financiers (the “AMF”) launched penal
        proceedings before the Court of Québec (Criminal and Penal Division) against,
        our former CEO and CFO, Benoit Laliberté, in the matter of Jitec Inc. Benoit
        Laliberté faces 48 counts and is




26
 Table
            of Contents




liable
        to
        fines totaling $1,760,180. He is accused of insider trading in the securities
        of
        Jitec Inc., while having privileged information about the company, thereby
        violating section 187 of the Securities Act (the “Act”), assisting Jitec Inc. in
        making a misrepresentation in press releases in violation of section 196
        of the
        Act, and failing to file a report disclosing a change in his control over
        the
        securities of Jitec Inc., which is a reporting issuer, in violation of section
        97 of the Act. A trial date for this matter has not been set. There are several
        preliminary defense Motions which are now pending and after these Defense
        Motions have been dealt with, if necessary, the Court will then set a Trial
        date.





On
        May
        23, 2003, Vectoria Information Technology and Telecommunications Inc. filed
        a
        bankruptcy petition with the Canadian Federal Bankruptcy Court and was declared
        bankrupt and liquidated on May 7, 2004. Mr. Simon Lamarche, our sole executive
        officer, acted as President to Vectoria Information Technology and
        Telecommunications Inc. from January 2002 to the end of 2003.





**Audit
      Committee**





We
      do not
      have a separately-designated standing audit committee. The entire board of
      directors performs the functions of an audit committee, but no written charter
      governs the actions of the board of directors when performing the functions
      of
      that would generally be performed by an audit committee. The board of directors
      approves the selection of our independent accountants and meets and interacts
      with the independent accountants to discuss issues related to financial
      reporting. In addition, the board of directors reviews the scope and results
      of
      the audit with the independent accountants, reviews with management and the
      independent accountants our annual operating results, considers the adequacy
      of
      our internal accounting procedures and considers other auditing and accounting
      matters including fees to be paid to the independent auditor and the performance
      of the independent auditor.





We
      do not
      have an audit committee financial expert because of the
      size
      of our company and our board of directors at this time. We believe that we
      do
      not require an audit committee financial expert at this time because we retain
      outside consultants who possess these attributes.





For
      the
      fiscal year ending December 31, 2003, the board of directors:





1.
            Reviewed
                and discussed the restated audited financial statements with management,
                and





2.
            Reviewed
                and discussed the written disclosures and the letter from our independent
                auditors on the matters relating to the auditor's
                independence.





Based
      upon the board of directors’ review and discussion of the matters above, the
      board of directors authorized inclusion of the audited financial statements
      for
      the year ended December 31, 2005 to be included in this Annual Report on Form
      10-KSB and filed with the Securities and Exchange Commission.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Exchange Act requires our directors and executive officers and
      persons who beneficially own more than ten percent of a registered class of
      the
      Company’s equity securities to file with the SEC initial reports of ownership
      and reports of changes in ownership of common stock and other equity securities
      of the Company. Officers, directors and greater than ten percent beneficial
      shareholders are required by SEC regulations to furnish us with copies of all
      Section 16(a) forms they file. To the best of our knowledge based solely on
      a
      review of Forms 3, 4, and 5 (and any amendments thereof) received by us during
      or with respect to the year ended December 31, 2005, the following persons
      have
      failed to file, on a timely basis, the identified reports required by Section
      16(a) of the Exchange Act during fiscal year ended December 31, 2005:





27
 Table
            of Contents




Name
                and principal position
            Number
                of
              late
                reports
            Transactions
                not
              timely
                reported
            Known
                failures to
              file
                a required formSimon
                Lamarche
              Chief
                Executive Officer,
              Chief
                Financial Officer & Director
            1
            0
            0George
                Metrakos
              Director
            1
            0
            0BenoitLaliberté
              Former
                Chief Executive Officer,
              Chief
                Financial Officer & Director
            0
            0
            0Giles
                Poliquin
              Former
                Director
            1
            0
            0





**Code
      of Ethics Disclosure**





Subsequent
      to the reporting period, we adopted a Code of Ethics for Financial Executives,
      which include our principal executive officer, principal financial officer,
      principal accounting officer or controller, or persons performing similar
      functions. The code of ethics is filed as an exhibit to this Annual Report
      on
      Form 10-KSB for the fiscal year ended December 31, 2005.





**Item10.
      Executive Compensation**





The
      table
      below summarizes all compensation awarded to, earned by, or paid to our current
      executive officers for each of the last three completed fiscal
      years.





Annual
                Compensation
            Long
                Term CompensationName
            Title
            Year
            Salary
              ($)
            Bonus
              ($)
            Other
                AnnualCompensation
              ($)
            Restricted
                Stock
              Awarded
              ($)
            Options/
              SARs
              (#)
            LTIP
              Payouts
              ($)
            All
                Other
              Compensation
              ($)Benoit
              Laliberté
            Former
              CEO,
                CFO
              &
                Director
            2005
              2004
              2003
            0
              0
              0
            0
              0
              0
            275,300
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0Simon
                Lamarche
            CEO,
                CFO
              &
                Director
            2005
              2004
              2003
            42,0001
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a
            0
              n/a
              n/a





1 $32,500
      was received as compensation in connection with services rendered to a
      subsidiary entity.





**Summary
      of Options Grants and Compensation to Directors**





We
      did
      not grant any stock options to our executive officers or directors during the
      fiscal year ended December 31, 2005.





28
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            of Contents





**Item11.
      Security Ownership of Certain Beneficial Owners and
      Management and Related** **Stockholder
      Matters**





The
      following table sets forth, as of April 6, 2006, the beneficial ownership of
      our
      common stock by each executive officer and director, by each person known by
      us
      to beneficially own more than 5% of the our common stock and by the executive
      officers and directors as a group. Except as otherwise indicated, all shares
      are
      owned directly and the percentage shown is based on 49,969,985 shares of common
      stock issued and outstanding on April 6, 2006.





**Title
                of class**
            **Name
                and address****of
                beneficial owner****(1)**
            **Amount
                of****beneficial
                ownership**
            **Percent****of
                class*****Executive
                Officers & Directors:**Common
            Simon
                Lamarche
              1080
                Beaver Hall, Suite 155
              Montreal,
                Quebec, CanadaH2Z
                1S8
            0
                shares
            0%Common
            George
                Metrakos
              1080
                Beaver Hall, Suite 155
              Montreal,
                Quebec, CanadaH2Z
                1S8
            150,000
                shares(2)
            0.3%**Total
                of All Directors and Executive Officers:**
            150,000
                shares
            0.3%**More
                Than 5% Beneficial Owners:**Common
            Benoit
                Laliberté
              220
                de la Coulee
              Mont-Saint-Hilaire,
                Quebec, Canada
              J3H
                5Z6
            26,250,000
                shares(3)
            52.5%





(1)
            As
                used in this table, "beneficial ownership" means the sole or shared
                power
                to vote, or to direct the voting of, a security, or the sole or shared
                investment power with respect to a security (i.e., the power to dispose
                of, or to direct the disposition of, a security). In addition, for
                purposes of this table, a person is deemed, as of any date, to have
                "beneficial ownership" of any security that such person has the right
                to
                acquire within 60 days after such
                date.


(2)
            Mr.
                Metrakos is the indirect beneficial owner of 150,000 shares held
                by
                Metratech Business Solutions Inc.


(3)
            Mr.
                Laliberté is the indirect beneficial owner of 26,250,000 shares held
                by
                3874958 Canada Inc.





**Item12.
      Certain Relationships and Related
      Transactions**





Except
      as
      disclosed below, none of our directors or executive officers, nor any proposed
      nominee for election as a director, nor any person who beneficially owns,
      directly or indirectly, shares carrying more than 5% of the voting rights
      attached to all of our outstanding shares, nor any members of the immediate
      family (including spouse, parents, children, siblings, and in-laws) of any
      of
      the foregoing persons has any material interest, direct or indirect, in any
      transaction over the last two years or in any presently proposed transaction
      which, in either case, has or will materially affect us.





On
      October 6, 2003, we issued 26,250,000 shares of our common stock to 3874958
      Canada, Inc. in exchange for the acquisition of all of the issued and
      outstanding shares of American United




29
 Table
          of Contents




Corporation.
      Benoit Laliberté, our CEO, CFO, and Director at the time, was also the sole
      officer, director, and shareholder of American United Corporation. Mr. Laliberté
is the beneficial owner of the 26,250,000 shares of our common stock issued
      to
      3874958 Canada, Inc. in the transaction described above.





**Item13.
      Exhibits**





Exhibit
                  Number
              Description14.1
              Code
                  of Ethics16.1
              Letter
                  from Schwartz Levitsky Feldman LLP116.2
              Letter
                  from Madsen & Associates, CPA’s Inc.221.1
              Subsidiaries
                  of the Small Business
                  Issuer31.1
              Certification
                  of Chief Executive Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200231.2
              Certification
                  of Chief Financial Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200232.1
              Certification
                  of Chief Executive Officer and Chief
                  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant
                  to Section 906 of the Sarbanes-Oxley Act of
                  2002





1
              Previously
                  attached as an exhibit to Amended Current Report on Form 8-K/A
                  filed on
                  February 27, 2006


2
              Previously
                  attached as an exhibit to Amended Current Report on Form 8-K/A
                  filed on
                  September 27, 2006 3
              Previously
                  attached as an exhibit to Current Report on Form 10KSB filed on
                  April 17, 2006





**Item14.
      Principal Accountant Fees and Services**





**Audit
      Fees**





The
      aggregate fees billed by our auditors for professional services rendered in
      connection with a review of the financial statements included in our quarterly
      reports on Form 10-QSB and the audit of our annual consolidated financial
      statements for the fiscal years ended December 31, 2005 and December 31, 2004
      were approximately $28,000 and $23,000 respectively.





**Audit-Related
      Fees**





Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.





**Tax
      Fees**





The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended December 31, 2005 and 2004.




**All
      Other Fees**





The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting, for the fiscal
      years ended December 31, 2005 and 2004 were $0 and $0 respectively.




30
 Table
            of Contents





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**United
      American Corporation**




By:
              /s/ Simon LamarcheSimon LamarcheChief Executive Officer and Chief
                Financial
                OfficerJune 19,
                2007




In
      accordance with the requirements of the Securities Act of 1933, this
      registration statement was signed by the following persons in the capacities
      and
      on the date stated:




By:
              /s/
                Simon Lamarche
              By:
              /s/
                George MetrakosSimon Lamarche
              
              George MetrakosDirector
              
              DirectorJune 19, 2007
              
              June 19,
                2007