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, 2004[
                ]
            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:514-313-6010Securities
                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 the fiscal year ended December 31, 2004. $ 582,561





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]





1
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          of Contents




**TABLE
      OF CONTENTS**





PagePART
                IItem
                1.
            Description
                of Business
            4Item
                2.
            Description
                of Property
            15Item
                3.
            Legal
                Proceedings
            15Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            15PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            17Item
                6.
            Management’s
                Discussion and Analysis
            18Item
                7.
            Restated
                Financial Statements
            22Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            23Item
                8A.
            Controls
                and Procedures
            24Item
                8B.
            Other
                Information
            25PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            26Item
                10.
            Executive
                Compensation
            29Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            30Item
                12.
            Certain
                Relationships and Related
                Transactions
            30Item
                13.
            Exhibits
            31Item
                14.
            Principal
                Accountant Fees and Services
            31





**Explanatory
      Note**





In
      our Annual
      Report on Form 10-KSB for the year ended December 31, 2004 filed with the
      Securities and Exchange Commission on April 29, 2005, we erred by failing to
      properly account for shares of common stock issued between July 1, 2003 and
      December 31, 2003 when compiling the Statement of Stockholder’s Deficiency for
      the year ended December 31, 2003 and the Consolidated Balance Sheet as of
      December 31, 2003. Consequently, the Consolidated Balance Sheet as of December
      31, 2004 was inaccurate as a result of this error.





We
      erred
      by failing to properly include on the Consolidated Balance Sheet as of December
      31, 2004 capital assets acquired pursuant to the share exchange agreement
      entered into with 3874958 Canada Inc. on July 18, 2003. Consequently, the
      Consolidated Balance Sheet as of December 31, 2004 was inaccurate as a result
      of
      this error.




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We
      erred
      in failing to include in the consolidated financial statements for the year
      ended December 31, 2004 the operations of our subsidiary, Teliphone, Inc.
      Teliphone, Inc. was incorporated in Canada on September 28, 2004.





We
      erred
      by failing to account for the convertible debenture that was issued to
      Strathmere Associates International Limited for the principal sum of $100,000
      on
      October 18, 2004 in the audited financial statements included in the annual
      report on Form 10-KSB for the year ended December 31, 2004.





We
      erred
      by failing to include in the consolidated financial statements for the year
      ended December 31, 2004 financial information from the operations of our
      subsidiary, 3894517 Canada Inc. 3894517 Canada Inc. was incorporated in Canada
      on May 21, 2001 and was acquired by us on January 1, 2004.





In
      this
      Amended Annual Report on Form 10-KSB/A for the year ended December 31, 2004,
      we
      are restating the financial statements for the reporting period to provide
      the
      financial information set forth above which was previously omitted.




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******PART
      I**




**Item
      1. 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.





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





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





**Description
      of Business**





Following
      the acquisition of AUC, we revised our business plan and implemented the
      business plan of AUC. AUC began its operations in 2002 as a holding company
      focused on the acquisition of network-centric technology and telecommunication
      companies. Given the rapid changes in the telecommunications marketplace, and
      the strong need for a competitive edge, they revised their business plan and
      set
      out on a new course in 2003 to provide Voice over Internet Protocol (VoIP)
      solutions.





VoIP
      means that the technology used to send data over the Internet is now being
      used
      to transmit voice as well. The technology is known as packet switching. Instead
      of establishing a dedicated connection between two devices (computers,
      telephones, etc.) and sending the message "in one piece," this technology
      divides the message into smaller fragments, called 'packets'. These packets
      are
      transmitted separately over a decentralized network and when they reach the
      final destination, they're reassembled into the original message.




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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 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




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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 of our 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 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




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throughout
      Montreal, Quebec. On November 30, 2004, we entered into a similar agreement
      with
      Eye-In Inc. and also on March 10, 2005 we entered into a similar agreement
      with
      Experience Wifi Inc.





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





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





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





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




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




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





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





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





**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.




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





Our
      management proposed to spin-off our majority-owned subsidiary, OSK. To complete
      the spin-off, we propose to distribute the 24,038,462 shares of OSK that we
      own
      on a pro rata basis to our shareholders. A
      record
      date to
      present the proposed
      spin-off to
      our
      shareholders has
      not
      yet been set.





***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




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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, 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




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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. 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
      incur any research and development expenditures in the fiscal years ended
      December 31, 2004 or 2003.





***Existing
      and Probable Governmental Regulation***





***Overview
      of Regulatory Environment***




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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 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




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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 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




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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.





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.




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





**Item
      2. Description of Property**





Our
      principal place of business is located at 1080
      Beaver Hall, Suite 1555, Montreal, Quebec, Canada  H2Z
      1S8 . We
      pay
      monthly rent for this property in the amount of $4,500.





**Item
      3. Legal Proceedings**





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





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the fourth quarter of the fiscal
      year ended December 31, 2004.




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**PART
      II**





**Item
      5. 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, 2004Quarter
                Ended
            
            High
                $
            
            Low
                $March
                31, 2004
            
            0.19
            
            0.12June
                30, 2004
            
            0.17
            
            0.09September
                30, 2004
            
            0.15
            
            0.10December
                31, 2004
            
            0.19
            
            0.12Fiscal
                Year Ended December 31, 2003Quarter
                Ended
            
            High
                $
            
            Low
                $March
                31, 2003
            
            0.03
            
            0.13June
                30, 2003
            
            0.04
            
            0.15September
                30, 2003
            
            0.26
            
            0.09December
                31, 2003
            
            0.22
            
            0.12





**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, 2004 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, 2004.





**Equity
      Compensation Plans as of December 31, 2004**


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
            0
            0
            0Equity
                compensation plans
              not
                approved by security
              holders
            0
            0
            1,415,174Total
            0
            0
            1,415,174




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**Item
      6. 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, 2004 and
      2003**





For
      the
      year ended December 31, 2004, we generated total revenue of $582,561, compared
      to no revenue for the year ended December 31, 2003. On October 6, 2003, we
      acquired American United Corporation, a Delaware corporation (“AUC”). 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, AUC revised their business plan and
      set
      out on a new course in 2003 to provide Voice over Internet Protocol (VoIP)
      solutions. We initially generated revenue in the first quarter of 2004 from
      our
      operations. Our
      revenue for the year ended December 31, 2004 was generated by sales of retail
      domestic and international voice and data products and services using
      VoIP.





We
      incurred operating expenses in the amount of $891,168 for the year ended
      December 31, 2004, compared to $1,871,022 for the year ended December 31, 2003.
      The decrease in our operating expenses is primarily attributable to a
      significant decrease in depreciation, amortization, and impairment. We incurred
      depreciation, amortization, and impairment costs of $182,521 for the year ended
      December 31, 2004, compared to depreciation, amortization, and


impairment
      costs of $1,750,875 for the year ended December 31, 2003. Following an
      independent valuation of the equipment we acquired from AUC, we recorded an
      impairment in




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2003
      of
      $1,750,875




Our
      net
      loss for the year ended December 31, 2004 was $538,807, compared to a net loss
      of $1,245,058 in the prior year.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2004, we had current assets of $181,877. Our current assets
      consisted of cash and cash equivalents in the amount of $84,254, accounts
      receivable in the amount of $52,744, inventory of $44,059, and prepaid expenses
      and other current assets of $820. Our total current liabilities as of December
      31, 2004 were $274,655. As a result, on December 31, 2004 we had working capital
      deficit of $92,778.





Operating
      activities provided $20,927 in cash flow for the year ended December 31, 2004.
      Investing activities during the year ended December 31, 2004 used $31,626 for
      the acquisition of fixed assets. Cash flows provided by financing activities
      during the year ended December 31, 2004 consisted of $168,281 for proceeds
      from
      loans payable and proceeds from convertible debentures. We primarily relied
      on
      revenues and debt financing to fund our operations during the year ended
      December 31, 2004.




The
      underlying drivers that resulted in material changes and the specific inflows
      and outflows of cash in the year ended December 31, 2004 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





As
      of the
      time of this Amended 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 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, 2004, there were no off balance sheet arrangements.





**Going
      Concern**





As
      shown
      in the accompanying restated consolidated financial statements, we have incurred
      recurring losses of $538,807 and $1,245,058 for the years ended December 31,
      2004 and 2003, and have a working capital deficiency of $92,778 as of December
      31, 2004. We have recently emerged from the development stage and have just
      started generating revenues. There is no




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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.





The
      consolidated restated 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.





**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
      year ended December 31, 2004, we recorded approximately $73,328 in transaction
      losses as a result of currency translation. We recorded no gains or losses
      due
      to currency translation for the year ended December 31, 2003.





**Revenue
      Recognition**





In
      2004,
      when we emerged from the development stage with the acquisition of American
      United Corporation/ 3874958 Canada Inc. and after assuming ownership of 3894517
      Canada Inc. as well as the establishment of Teliphone, Inc., we began to
      recognize revenue from their VoIP services when the services were rendered
      and
      collection was reasonably assured in accordance with SAB 101.





We
      also
      sell hardware components. These components are recognized upon delivery to
      the
      subscriber.




20
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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 restated 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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**Item
      7. 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,
                2004;F-3
            Consolidated
                Statements of Operations and Comprehensive Income
                (Loss) for the Years Ended December 31, 2004 and December 31,
                2003;F-4
            Consolidated
                Statement of Stockholders’ (Deficit) for the
                Years Ended December 31, 2004 and December 31, 2003;F-5
            Consolidated
                Statements of Cash Flows for the Years Ended
                December 31, 2004 and December 31, 2003;F-6
            Notes
                to Consolidated Financial
                Statements;




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**REPORT
        OF 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, 2004 and the related consolidated
        statements of operations, changes in stockholders’ equity (deficit), and cash
        flows for the years ended December 31, 2004 and 2003. 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, 2004, and the results of its consolidated
        statements of operations, changes in stockholders’ equity (deficit), and cash
        flows for the years ended December 31, 2004 and 2003 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 11, the Company has restated its consolidated financial
        statements for the years ended December 31, 2004 and 2003.
  
 
 /s/
        Michael Pollack CPA
 Cherry
        Hill, NJ
 March
        20,
        2006




F-1
 Table
          of Contents




**UNITED
        AMERICAN CORPORATION**
 CONSOLIDATED BALANCE
        SHEET
 DECEMBER 31, 2004


**ASSETS****Restated****(IN
                US$)**Current
                Assets:Cash
                and cash equivalents
            $
            84,254Accounts
                receivable, net
            
            52,744Inventory
            
            44,059Prepaid
                expenses and other current assets
            
            820Total
                Current Assets
            
            181,877Fixed
                assets, net of depreciation
            
            723,230**TOTAL
                ASSETS**
            $
            905,107**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)****LIABILITIES**Current
                Liabilities:Loan
                payable
            $
            25,579Loan
                payable - related parties
            
            42,702Convertible
                debentures
            
            56,463Derivative
                liability
            
            43,537Accounts
                payable and accrued expenses
            
            106,374Total
                Current Liabilities
            
            274,655**Total
                Liabilities**
            
            274,655**STOCKHOLDERS'
                EQUITY (DEFICIT)**Common
                stock, $.001 Par Value; 125,000,000 shares authorizedand
                44,119,985 shares issued and outstanding
            
            44,120Additional
                paid-in capital
            
            3,751,548Accumulated
                deficit
            
            (3,091,888)Accumulated
                other comprehensive income (loss)
            
            (73,328)**Total
                Stockholders' Equity (Deficit)**
            
            630,452**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
            $
            905,107




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




F-2
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND**


**COMPREHENSIVE
      INCOME (LOSS)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 2003**







**2004**
            
            
            **2003****(Restated)**
            
            
            **(Restated)****OPERATING
                REVENUES**
            
            
            
            
            **IN
                US$**Sales
            $
            582,561
            
            $
            -**COST
                OF SALES**Inventory,
                beginning of period
            
            -
            
            
            -Purchases
            
            268,488
            
            
            -Inventory,
                end of period
            
            (44,059)
            
            
            -**Total
                Cost of Sales**
            
            224,429
            
            
            -**GROSS
                PROFIT (LOSS)**
            
            358,132
            
            
            -**OPERATING
                EXPENSES**Selling
                and promotion
            
            105,901
            
            
            -Professional
                and consulting fees
            
            541,130
            
            
            98,983Commissions
                and wages
            
            17,006
            
            
            -Other
                general and administrative expenses
            
            44,610
            
            
            21,164Depreciation,
                amortization and impairment
            
            182,521
            
            
            1,750,875**Total
                Operating Expenses**
            
            891,168
            
            
            1,871,022**LOSS
                BEFORE OTHER INCOME (EXPENSE)**
            
            (533,036)
            
            
            (1,871,022)**OTHER
                INCOME (EXPENSE)**Extinguishment
                of debt
            
            -
            
            
            625,964Interest
                expense
            
            (5,771)
            
            
            -**Total
                Other Income (Expense)**
            
            (5,771)
            
            
            625,964**NET
                LOSS BEFORE PROVISION FOR INCOME TAXES**
            
            (538,807)
            
            
            (1,245,058)**Provision
                for Income Taxes**
            
            -
            
            
            -**NET
                LOSS APPLICABLE TO COMMON SHARES**
            $
            (538,807)
            
            $
            (1,245,058)**NET
                LOSS PER BASIC AND DILUTED SHARES**
            $
            (0.01)
            
            $
            (0.06)**WEIGHTED
                AVERAGE NUMBER OF COMMON****SHARES
                OUTSTANDING**
            
            41,682,907
            
            
            20,191,981**COMPREHENSIVE
                INCOME (LOSS)**Net
                loss
            $
            (538,807)
            
            $
            (1,245,058)Other
                comprehensive income (loss)Currency
                translation adjustments
            
            (73,328)
            
            
            -Comprehensive
                income (loss)
            $
            (612,135)
            
            $
            (1,245,058)




The
        accompanying notes are an integral part of the
        consolidated financial statements.
  F-3
 Table
            of Contents




**UNITED
            AMERICAN CORPORATION**
 **CONSOLIDATED
            STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)**
 **FOR
            THE YEARS ENDED DECEMBER 31, 2004 AND 2003**
   **IN
                      US$****Accumulated****Additional**
                  
                  
                  
                  
                  
                  **Other****Common
                      Stock**
                  
                  
                  **Paid-in**
                  
                  
                  **Accumulated**
                  
                  
                  **Comprehenisve****Shares**
                  
                  
                  **Amount**
                  
                  
                  **Capital**
                  
                  
                  **Deficit**
                  
                  
                  **Income
                      (Loss)**
                  
                  
                  **Total**Balance
                      January 1, 2003
                  
                  13,703,416
                  
                  $
                  13,703
                  
                  $
                  627,808
                  
                  $
                  (1,308,023)
                  
                  $
                  -
                  
                  $
                  (666,512)Shares
                      issued for services
                  
                  989,826
                  
                  
                  990
                  
                  
                  97,993
                  
                  
                  -
                  
                  
                  -
                  
                  
                  98,983Shares
                      issued for equipment
                  
                  26,250,000
                  
                  
                  26,250
                  
                  
                  2,598,750
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,625,000Net
                      income for the year ended December 31, 2003,
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  543,300
                  
                  
                  
                  
                  
                  543,300as
                      previously reportedPrior
                      period adjustment, see Note 11
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,788,358)
                  
                  
                  
                  
                  
                  (1,788,358)Net
                      loss for the year ended December 31, 2003,as
                      restated
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,245,058)
                  
                  
                  -
                  
                  
                  (1,245,058)Balance
                      December 31, 2003
                  
                  40,943,242
                  
                  
                  40,943
                  
                  
                  3,324,551
                  
                  
                  (2,553,081)
                  
                  
                  -
                  
                  
                  812,413Shares
                      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 11
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (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
                  
                  $
                  (3,091,888)
                  
                  $
                  (73,328)
                  
                  $
                  630,452
  The
          accompanying notes are an integral part of the
          consolidated financial statements.
   F-4
 Table
            of Contents
  **UNITED
          AMERICAN CORPORATION**
 **CONSOLIDATED
          STATEMENTS OF CASH FLOWS**
 **FOR
          THE YEARS ENDED DECEMBER 31, 2004 AND 2003**
   **IN
                    US$****2004**
                
                
                **2003****(Restated)**
                
                
                **(Restated)****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    loss
                $
                (538,807)
                
                $
                (1,245,058)**Adjustments
                    to reconcile net loss to net cash****used
                    in operating activities:**Depreciation,
                    amortization and impairment
                
                182,521
                
                
                1,750,875Shares
                    issued for services
                
                430,174
                
                
                98,983Extinguishment
                    of debt
                
                -
                
                
                (625,964)**Changes
                    in assets and liabilities**(Increase)
                    in accounts receivable
                
                (52,744)
                
                
                -(Increase)
                    in inventory
                
                (44,059)
                
                
                -(Increase)
                    in prepaid expenses and other current assets
                
                (820)
                
                
                -Increase
                    in accounts payable andand
                    accrued expenses
                
                44,662
                
                
                21,164Total
                    adjustments
                
                559,734
                
                
                1,245,058**Net
                    cash provided by (used in) operating activities**
                
                20,927
                
                
                -**CASH
                    FLOWS FROM INVESTING ACTIVITIES**Acquisitions
                    of fixed assets
                
                (31,626)
                
                
                -**Net
                    cash (used in) investing activities**
                
                (31,626)
                
                
                -**CASH
                    FLOWS FROM FINANCING ACTIVITES**Proceeds
                    from loan payable
                
                25,579
                
                
                -Proceeds
                    from loan payable - related parties
                
                42,702
                
                
                -Proceeds
                    from convertible debentures
                
                100,000
                
                
                -**Net
                    cash provided by financing activities**
                
                168,281
                
                
                -Effect
                    of foreign currency
                
                (73,328)
                
                
                -**NET
                    INCREASE IN****CASH
                    AND CASH EQUIVALENTS**
                
                84,254
                
                
                -**CASH
                    AND CASH EQUIVALENTS -****BEGINNING
                    OF YEAR**
                
                -
                
                
                -**CASH
                    AND CASH EQUIVALENTS - END OF YEAR**
                $
                84,254
                
                $
                -**CASH
                    PAID DURING THE YEAR FOR:**Interest
                    expense
                $
                4,249
                
                $
                -**SUPPLEMENTAL
                    NONCASH INFORMATION:**Equipment
                    acquired for shares of stock
                $
                -
                
                $
                2,625,000
  The
        accompanying notes are an integral part of the
        consolidated financial statements.






F-5
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDTAED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**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.





In
      January 2004, the Company took ownership of all 100 shares issued and
      outstanding of 3894517 Canada, Inc. (a Canadian corporation), whose 100% owner
      was at the time President and CEO of the Company. At this time, 3894517 Canada,
      Inc. became the operating unit of the Company for the services they were
      providing utilizing the equipment acquired in 2003 from American United
      Corporation. There was no consideration paid for these 100 shares.





On
      August
      27, 2004, the Company entered the telecommunications business by the creation
      of
      United American Telecom, a division focused on terminating call traffic in
      the
      Caribbean, and by the creation of Teliphone, a division focused on providing
      Voice-over-Internet -Protocol (VoIP) calling services to residential and
      business customers.





Teliphone,
      Inc. was founded in order to develop a VoIP network which enables users to
      connect an electronic device to their internet connection at the home or office
      which permits them to make telephone calls to any destination phone number
      anywhere in the world. VoIP is currently growing in scale significantly in
      North
      America. Industry experts predict the VoIP offering to be one of the fastest
      growing sectors from now until 2009. This innovative new approach to
      telecommunications has the benefit of drastically reducing the cost of making
      these calls as the distances are covered over the Internet instead of over
      dedicated lines such as traditional telephony.




F-6
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      1-**  **ORGANIZATION
      AND BASIS OF PRESENTATION** **(CONTINUED)**





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.





As
      discussed in Note 11 to the consolidated financial statements, the Company
      has
      restated its consolidated financial statements for the years ended December
      31,
      2004 and 2003.





**Going
      Concern**





As
      shown
      in the accompanying consolidated financial statements the Company has incurred
      recurring losses of $538,807 and $1,245,058 for the years ended December 31,
      2004 and 2003, and has a working capital deficiency of $92,778 as of December
      31, 2004. 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 2005
      to
      assist them in meeting their current working capital needs. The Company’s
      ability to continue as a going concern for a reasonable period is dependent
      upon
      management’s ability to raise additional interim capital and, ultimately,
      achieve profitable operations. There can be no assurance that management will
      be
      able to raise sufficient capital, under terms satisfactory to the Company,
      if at
      all.




F-7
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      1-**  **ORGANIZATION
      AND BASIS OF PRESENTATION** **(CONTINUED)**





**Going
      Concern** **(Continued)**





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.





**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 subsidiaries. All significant intercompany accounts and
      transactions have been eliminated in consolidation.





**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.




F-8
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      2-**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**





**Inventory**





Inventory
      is valued at the lower of cost or market determined on a first-in-first-out
      basis. Inventory consisted only of finished goods.





**Fair
      Value of Financial Instruments (other than Derivative Financial
      Instruments)**





The
      carrying amounts reported in the consolidated balance sheet for cash and cash
      equivalents, and accounts payable approximate fair value because of the
      immediate or short-term maturity of these financial instruments. For the notes
      payable, the carrying amount reported is based upon the incremental borrowing
      rates otherwise available to the Company for similar borrowings. For the
      convertible debentures, fair values were calculated at net present value using
      the Company’s weighted average borrowing rate for debt instruments without
      conversion features applied to total future cash flows of the
      instruments.





**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 other income (expense) in
      the
      results of operations. For the years ended December 31, 2004 and 2003, the
      Company recorded approximately $73,328 and $0 in transaction 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.




F-9
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      2-**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**





**Revenue
      Recognition**





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.





The
      Company also sells hardware components. These components are recognized upon
      delivery to the subscriber.





**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, 2004.





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.





**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.




F-10
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**




**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, 2004 and 2003 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-11
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**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-12
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      2-**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**





**(Loss)
      Per Share of Common Stock** **(Continued)**





The
      following is a reconciliation of the computation for basic and diluted
      EPS:







**Stock-Based
      Compensation**





The
      Company measures compensation expense for its employee stock-based compensation
      using the intrinsic-value method. Under the intrinsic-value method of accounting
      for stock-based compensation, when the exercise price of options granted to
      employees and common stock issuances are less than the estimated fair value
      of
      the underlying stock on the date of grant, deferred compensation is recognized
      and is amortized to compensation expense over the applicable vesting period.
      In
      each of the periods presented, the vesting period was the period in which the
      options were granted. All options were expensed to compensation in the period
      granted rather than the exercise date.





The
      Company measures compensation expense for its non-employee stock-based
      compensation under the Financial Accounting Standards Board (FASB) Emerging
      Issues Task Force (EITF) Issue No. 96-18, “ *Accounting
      for Equity Instruments that are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services* ”.
      The
      fair value of the option issued is used to measure the transaction, as this
      is
      more reliable than the fair value of the services received. The fair value
      is
      measured at the value of the Company’s common stock on the date that the
      commitment for performance by the counterparty has been reached or the
      counterparty’s performance is complete. The fair value of the equity instrument
      is charged directly to compensation expense and additional paid-in
      capital.




F-13
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          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**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, 2004 were as follows:




Estimated
                UsefulLives
                (Years)Computer
                equipment
            5
            $905,751Less:
                accumulated depreciation
            
            (182,521)Property
                and equipment, net
            
            $723,230





There
      was
      $182,521 and $0 charged to operations for depreciation expense for the years
      ended December 31, 2004 and 2003, 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-14
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          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      4-**  **LOANS
      PAYABLE**





The
      Company beginning in 2004 entered into unsecured loans payable with non-related
      parties. There was $25,579 outstanding as of December 31, 2004.





**NOTE
      5-**  **RELATED
      PARTY LOANS**





The
      Company had loans with various directors that were interest bearing at various
      rates. There was $42,702 outstanding as of December 31, 2004. Interest expense
      for the year ended December 31, 2004 was $3,352.




**NOTE
      6-    **CONVERTIBLE
      DEBENTURES****


On
      October 18, 2004, the Company entered into 12% Convertible Debentures (the
      “Debentures”) with Strathmere Associates International Limited in the amount of
      $100,000. The Debentures have a maturity date of October 31, 2006, and incur
      interest at a rate of 12% per annum, payable every six months.





The
      Debentures can either be paid to the holders on October 31, 2006 or converted
      at
      the holders’ option any time up to maturity at a conversion price equal of $.20
      per share. The convertible debentures met the definition of hybrid instruments,
      as defined in SFAS 133, *Accounting
      for Derivative Instruments and Hedging Activities* (SFAS
      No. 133). The hybrid instruments are comprised of a i) a debt instrument, as
      the
      host contract and ii) an option to convert the debentures into common stock
      of
      the Company, as an embedded derivative. The embedded derivative derives its
      value based on the underlying fair value of the Company’s common stock. The
      Embedded Derivative is not clearly and closely related to the underlying host
      debt instrument since the economic characteristics and risk associated with
      this
      derivative are based on the common stock fair value. The Company has separated
      the embedded derivative from the hybrid instrument based on an independent
      valuation of $43,537 based on 500,000 shares ($100,000 at a $.20 exercise
      price).





For
      disclosure purposes, the fair value of the derivative is estimated on the date
      of issuance of the debenture (October 18, 2004) using the Black-Scholes
      option-pricing model, which approximates fair value, with the following
      weighted-average assumptions used for October 18, 2004 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 the derivative call option
      was
      valued at a fair value of $.087. The stock price as of December 31, 2004 and
      October 18, 2004 were approximately $.15 per share, therefore there was no
      gain
      or loss recognized for this period.





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.




F-15
 Table
          of Contents





**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      7-**  **COMMITMENTS**





On
      October 12, 2004, the Company entered into a carrier agreement with XO
      Communications, Inc. This carrier agreement provides the Company with the
      ability to purchase telephone numbers in any of thirty-seven major metropolitan
      markets in the United States. As a result, services can be provided to consumers
      in any of these markets with each consumer being assigned a telephone number
      with a local area code. Prior to this agreement, we were only able to provide
      phone numbers with Canadian area codes.





Additionally,
      the Company in 2004 and 2005 entered into various agreements with wireless
      Internet access providers, to provide VoIP services to the Company’s customers.
      On November 3, 2004, the Company also entered into a telecommunications
      agreement with Kore Wireless Canada, Inc., a supplier of global systems for
      mobile communications.





On
      March
      1, 2005, the Company entered into a distribution agreement with MSBR
      Communication Inc. for the purpose of accessing the retail consumer portion
      of
      the Company’s target market through retail and Internet-based sales. The
      territory for this distribution is the Province of Quebec in Canada exclusive
      of
      Sherbrooke, Quebec. This is a renewable two-year agreement.





On
      March
      11, 2005, the Company entered into a marketing and distribution rights with
      Podar Infotech Ltd. The five-year renewable agreement grants Podar the exclusive
      marketing and distribution rights for the Company’s products and services for
      India, China, Sri Lanka, Russia and UAE for which the Company will receive
      contractually agreed payments.





**NOTE
      8-** **STOCKHOLDERS’
      DEFICIT**





**Common
      Stock**




As
      of
      December 31, 2004, the Company has 50,000,000 shares of common stock authorized
      with a par value of $.001.





The
      Company has 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.





In
      2003,
      the Company issued 615,000 shares for services at a fair market value of $.10
      per share or $61,500; and 26,250,000 shares in the acquisition of American
      Untied Corporation (equipment) for $874,125.




F-16
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          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**








**NOTE
      8-** **STOCKHOLDERS’
      EQUITY (DEFICIT)** **(CONTINUED)**





**Common
      Stock** **(Continued)**





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, 2004 and 2003, deferred tax assets consist of the
      following:









At
      December 31, 2004, the Company had a net operating loss carryforward in the
      approximate amount of $3,091,888, 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-17
 Table
          of Contents





**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**








**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,
      2004
      and 2003 is summarized as follows:




2004
            
            2003Federal
                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-**  **SUBSEQUENT
      EVENTS**





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.





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.





The
      Company entered into a letter of intent to acquire Dialek Telecom on May 16,
      2005. The parties were unable to come to an agreement and the letter of intent
      was terminated.




F-18
 Table
          of Contents





**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      11-**  **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;


·
            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.





The
      Company has restated its previously issued consolidated financial statements
      for
      the year ended December 31, 2003 to include:





·
            The
                $2,625,000 of equipment acquired for the 26,250,000 shares issued
                in 2003,
                previously reflected in 2004 and the related impairment of $1,750,875
                based on an independent valuation;
                and


·
            The
                issuance of 374,826 shares of stock for legal services valued at
                $37,483.





The
      net
      effect of these changes resulted in an increase in the net loss and accumulated
      deficit of $1,788,358 to bring the restated loss to $1,245,058 and the restated
      accumulated deficit to $2,553,081 as of and for the year ended December 31,
      2003.




F-19
 Table
          of Contents




**UNITED
      AMERICAN CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      12-**  **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, 2004 are as follows:




Wholesale
            ConnectionCorporate
            
            Services
            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





The
      Company operated in only one segment for the year ended December 31,
      2003.




F-20
 Table
          of Contents




**Item
      8. 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




**Item
      8A. Controls and Procedures**





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





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of December 31, 2004. This evaluation was carried
      out under the supervision and with the participation of our then Chief Executive
      Officer and Chief Financial Officer, Mr. Benoit Laliberté. Based upon that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that, as of December 31, 2004, our disclosure controls and procedures were
      effective. Subsequent
      to this reporting period, there was a change in management and new members
      were
      appointed to our board of directors. Our current management, under the
      supervision and with the participation of our board of directors, has reviewed
      the disclosure controls and procedures in place as of December 31, 2004 and
      concluded that they 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 reporting period and subsequent reporting periods.





Our
      board
      of directors are currently working towards implementing significant changes
      in
      our internal controls over financial reporting that are expected to materially
      affect such controls. Our board of directors is seeking to retain a consultant
      to recommend for implementation specific disclosure controls and procedures
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and
      forms.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based




24
 Table
          of Contents




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.





**Item
      8B. Other information**





None.




25
 Table
          of Contents


**PART
      III**





**Item
      9. 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, 2004, their ages and period of service with the
      Company.


26
 Table
          of Contents





Name
            Age
            Position(s)
                and Office(s)
              Previously
                Held
            Period
                of ServiceBenoit
                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 a present or former director, executive officer, or
      employee: (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
      July
      3, 2003, the Quebec Provincial Criminal Court launched criminal proceedings
      against our former CEO and CFO, Beno t Laliberté. Beno t Laliberté was
      charged with laundering the proceeds of crime, particularly derived from high
      (>60% per annum) interest loans. In March 2006, Beno t Laliberté was
      acquitted of all charges.





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




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and
      CFO,
      Beno t Laliberté, in the matter of Jitec Inc. Beno t Laliberté faces
      48 counts and is 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.





**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 because
      we
      will retain outside consultants who possess these attributes as needed.





For
      the
      fiscal year ending December 31, 2004, the board of directors:





1.
            Reviewed
                and discussed the restated audited restated 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 restated financial
      statements for the year ended December 31, 2004 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




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5
      (and
      any amendments thereof) received by us during or with respect to the year ended
      December 31, 2004, 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, 2004:





Name
                and principal position
            Number
                of
              late
                reports
            Transactions
                not
              timely
                reported
            Known
                failures
              tofile
                a
              required
                formBenoit
                Laliberté
              Former
                CEO, CFO, & Director
            0
            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.





**Item
      10. 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
            CEO,
                CFO
              &
                Director
            2003
              2002
              2001
            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
            0
              n/a
              n/aGilles
              Poliquin
            Former
                CEO, CFO
              &
                Director
            2003
              2002
              2001
            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
            0
              n/a
              n/aRodger
              Brulotte
            Former
                CEO, CFO
              &
                Director
            2003
              2002
              2001
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0




**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, 2004.




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**Item
      11. 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 1555
              Montreal,
                Quebec, CanadaH2Z
                1S8
            0
                shares
            0%Common
            George
                Metrakos
              1080
                Beaver Hall, Suite 1555
              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.





**Item
      12. 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 Corporation. Benoit Laliberté, our CEO,
      CFO, and Director at the time, was also the sole officer, director, and
      shareholder of American United




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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.





**Item
      13. Exhibits**





Exhibit
              Number
            Description14.1
            Code
                of Ethics116.1
            Letter
                from Schwartz Levitsky Feldman LLP216.2
            Letter
                from Madsen & Associates, CPA’s Inc.331.1
            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
                filed as an exhibit to annual report on Form 10-KSB filed on April
                17,
                2006


2
            Previously
                attached as an exhibit to Amended Current Report on Form 8-K/A filed
                on
                February 27, 2006


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





**Item
      14. 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, 2004 and December 31, 2003
      were approximately $23,000 and $8,000 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.




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**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, 2004 and 2003.





**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, 2004 and 2003 were $0 and $0 respectively.




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**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 Lamarche


Simon
      Lamarche


Chief
      Executive Officer and Chief Financial Officer


May
      1,
      2006




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
              Simon Lamarche
              Director
              May 1, 2006
            By:
            /s/ George Metrakos
              George Metrakos
              Director
              May 1, 2006