SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 **FORM
10-KSB**
 
 [X]ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For the
fiscal year ended**December
31, 2004**
 
 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 [ ] For
the transition period from _________________ to
__________________
 
 Commission file number: 000-27621
 
 **UNITED
AMERICAN CORPORATION**
 (Exact
name of Registrant as specified in its charter)
 
 **** **Florida**         Benoit
Laliberté **95-4720231**
 (State or
other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)
 
 **220
De La Coulee**
 **Mont
Saint Hilaire, Quebec, Canada J3H 5Z6**
 (Address
of principal executive offices)
 
 **(514)
313-3432**
 Registrant’s
telephone number, including area code
 
 Securities
registered pursuant to Section 12(b) of the Exchange Act: **None**
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 **Common
Stock**
 (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 [ ]
 
 State
issuer’s revenues for its most recent fiscal year: **$1,298,525**
 
 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.
 **$1,603,364
as of April 15, 2005**
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: **44,065,159
Common Shares as of December 31, 2004**
 ****
 Transitional
Small Business Disclosure Format (Check One): Yes: ___ No X **** ****
  1
 ***Table of
Contents***
  
 **TABLE OF
CONTENTS**
 
 PagePART IItem 1:
    Description of Business
    3Item 2:
    Description of Property
    6Item 3:
    Legal Proceedings
    6Item 4:
    Submission of Matters to a Vote of Security
      Holders
    6PART IIItem 5:
    Market for Common Equity and Related Stockholder Matters
    7Item 6:
    Management’s Discussion and Analysis
    10Item 7:
    Financial Statements
    13Item 8:
    Changes In and Disagreements With Accountants on
      Accounting and Financial Disclosure
    14Item 8A:
    Controls and Procedures
    14Item 8B:
    Other Information
    15PART IIIItem 9:
    Directors, Executive Officers, Promoters and Control
      Persons; Compliance With Section 16(a) of the Exchange
    Act
    16Item 10:
    Executive Compensation
    18Item 11:
    Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
    19Item 12:
    Certain Relationships and Related
      Transactions
    20Item 13:
    Exhibits
    20Item 14:
    Principal Accountant Fees and
      Services
    21
 
 
 2
 ***Table of
Contents***
  **PART I**
 
 **ITEM
1.****Description
of Business**
 
 **Overview**
 
 We were
incorporated on July 17, 1992, under the laws of the state of Florida. Our
initial name was American Financial Seminars, Inc.
 
 Since our
inception, we sought out various business opportunities, none of which have been
successful over a sustained period of time. We explored opportunities to acquire
products or businesses that had the potential for profit.
 
 On July
18, 2003, we entered into a share exchange agreement with 3874958 Canada Inc.
whereby we agreed to transfer to 3874958 Canada Inc. 26,500,000 common shares of
our common stock in exchange for the transfer of 100 shares of American United
Corporation, a Delaware corporation. The 100 shares of American United
Corporation 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.
 
 Benoit
Laliberté, our current CEO, CFO, and Director, is also the sole officer,
director, and shareholder of American United Corporation. In addition, Mr.
Laliberté is the sole officer, director, and shareholder of 3874958 Canada, Inc.
As a result, Mr. Laliberté was the beneficial holder of the 100 shares of
American United Corporation 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, by written consent, approved a
change in the name of the Company to United American Corporation. In order to
reflect the acquisition of American United Corporation shares, management
considered it in the best interests of the Company to change their name.
 
 **Description
of Business**
 
 Following
the acquisition of American United Corporation, we have revised our business
plan and implemented the business plan of American United Corporation. American
United Corporation began its operations in 2002 as a holding company focused on
the acquisition of network-centric technology and telecommunication companies.
Given the rapid changes in the telecommunications marketplace, and the strong
need for a competitive edge, they revised their business plan and set out on a
new course in 2003 to provide Voice over Internet Protocol (VoIP)
solutions.
 
 VoIP
means that the technology used to send data over the Internet is now being used
to transmit voice as well. The technology is known as packet switching. Instead
of establishing a dedicated connection between two devices (computers,
telephones, etc.) and sending the message "in one piece," this technology
divides the message into smaller fragments, called 'packets'. These packets are
transmitted separately over a decentralized network and when they reach the
final destination, they're reassembled into the original message.
 
 VoIP
allows a much higher volume of telecommunications traffic to flow at much higher
speeds than traditional circuits do, and at a significantly lower cost. VoIP
networks are significantly less capital intensive to construct and much less
expensive to maintain and upgrade than legacy networks (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
 
 3
 ***Table of
Contents***
 
 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.
 
 Our
business provides businesses and individuals with a mobile phone that utilizes
VoIP.
 
 Prior to
the merger with us, American United Corporation acquired from Vectoria Inc.,
companies involved in the fields of Internet, networks and IP Telephony: 3874699
Canada Inc (doing business under Vectoria Corporation), Vectoria Telecom Inc.,
9072-7009 Québec Inc. (Doing business under Prolan Communications), 3422411
Canada Inc. (formerly Smartnet.ca Inc.).
 
 **Products
and Services**
 
 We are
currently offering a mobile phone that is connected to a Wi-Fi router, which is
interconnected to a hi-speed Internet modem, cable or ADSL. The mobile phone
connects to the Internet using a high-speed Internet connection.
 
 **Government
Regulation**
 
 The
Company is aware that the telecommunications sector in the US & Canada are
regulated industries. During fiscal year ending December 31, 2004, no
indications were made within the marketplace in both countries that would lead
management to believe that any government regulation will impede the Company
from carrying out its business plan. The Company does, however, realize that the
nature of the regulated industry is such that no guarantees can be made that
government regulation will not play a part in shaping corporate policy and
decision making.
 
 **Employees**
 
 As of the
date of this report, the Company has grown to a total of 9 employees, including
Mr. Benoit Laliberte, its CEO, CFO, President and Secretary.
 
 **Subsidiaries**
 
 We have
five wholly owned subsidiaries: Prolan Communications, Inc., American Financial
Services, Inc., United American Telecom, Inc., Vectoria Telecom, Inc., and
TeliPhone Inc.
 
 **The
Company’s wholly-owned subsidiary, Teliphone Inc.**
 
 Teliphone
Inc. is focused on providing a monthly VoIP calling service for residential and
business customers which permits them to drastically reduce their communications
costs. Teliphone provides the following products and services:
 
 ·
    A
      series of wireless and wireline handheld devices that permit customers to
      make calls to any phone number in the world, through a broadband
      (high-speed) internet connection.
 ·
    Additional
      value-added services that the customers are unable to get from their
      current local telephone company:
 o
    An
      advanced call forwarding feature providing customers with a web-based
      platform to fill in call forwarding numbers when the line is busy or
      outside of a high-speed internet
availability.
 4
 ***Table of
Contents***
   o
    The
      ability to receive a copy of voice mail messages as an e-mail message to
      the customers e-mail inbox.
 o
    The
      ability to assign multiple phone numbers, from multiple North American
      area codes, to the same phone device.
 o
    To
      have extremely competitive long distance rates and unlimited calling
      packages.
 
 **The
Company’s Division, United American Telecom**
 
 United
American Telecom is focused on managing call termination traffic through its
international gateways. Future investments and developments within this division
will open new opportunities to sell pre-paid long distance cards at the Retail
level.
 
 **Joint
Ventures, Agreements**
 
 UAMA/Teliphone
and VoIPMDU.com
 
 VoIPMDU.COM
is a broadband VoIP telecom company offering local and long distance VoIP
services, pay-per-view and video on demand to consumers, business owners and
multiple dwelling unit buildings with its joint venture partner INSINC. The two
companies offer turnkey solutions for all of their voice/video/data applications
including a state of the art billing
 
 A VoIP
telephony package will be provided to a group of current VoIP subscribers and
also exclusively to a large number of loyalty points members throughout North
America and Europe. The program was launched in the first quarter of 2005 and
features two VoIP telephony bundles under the brand name of Platinum Teliphone
TM.
 
 UAMA/Teliphone
and Eye-In Wireless (a division of Eye-In Inc.)
 
 On
February 2, 2005, UAMA/ Teliphone and Eye-In Wireless, entered into a carrier
agreement. The agreement results in the initial opening of up to 70 hot spots,
with future expansion into the rest of Canada and large US markets in 2005. This
will allow for subscribers to utilize their wireless VoIP phones outside of the
home and office, a key element of Teliphone Inc.’s VoIP offering. Wireless VoIP
service permits increased flexibility and greater usage of the service, for the
same monthly fee.
 
 **Patents
and Trademarks**
 
 The
Company does not own, legally or beneficially, any patent or
trademark.
 
 **Research
and Development**
 
 The
Company did not incur any research and development expenditures for the fiscal
years ended December 31, 2003 or 2004.
 
 **Available
Information**
 
 The
Company files annual reports on Form 10-KSB, quarterly reports on Form 10-QSB,
current reports on Form 8-K and proxy and information statements and amendments
to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended. The public
 
 5
 ***Table of
Contents***
 
 may read
and copy these materials at the SEC’s Public Reference Room at 450 Fifth Street,
NW, Washington, D.C. 20549. The public may obtain information on the operation
of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a website (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding our Company and other
companies that file materials with the SEC electronically. The Company’s
headquarters are located at 220 De La Coulee, Mont Saint Hilaire, Quebec, Canada
J3H 5Z6. The Company’s phone number at that address is (514)
788-4890.
 
 **ITEM 2. Description of Property**
 
 The
Company’s headquarters are located at 220 De La Coulee, Mont Saint Hilaire,
Quebec, Canada J3H 5Z6. The
Company pays no rent for the use of this address. The Company does not own or
lease any real property.
 
 **ITEM 3. Legal Proceedings**
 
 The
Company is not a party to any material legal proceedings and to its knowledge,
no such proceedings are threatened or contemplated.
 
 **ITEM 4. Submission of Matters to a Vote of Security
Holders.**
 
 On
February 5, 2004 a majority of the shareholders, by written consent, approved a
change in the name of the Company to United American Corporation.
  6
 ***Table of
Contents***
  **PART II**
 
 **ITEM 5. Market for Common Equity and Related Stockholders
Matters**
 
 **Market
Information**
 
 The
Company’s common stock is currently quoted on the OTC Bulletin Board, which is
sponsored by the National Association of Securities Dealers (“NASD”). The OTC
Bulletin Board 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. The Company’s shares are
quoted on the OTC Bulletin Board under the symbol “UAMAE.”
 
 The
following table sets forth the range of high and low bid quotations for the
Company’s Common Stock for each of the periods indicated as reported by the NASD
OTCBB. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
 
 Fiscal
      Year Ending December 31, 2004Quarter
      Ended
    High
      $
    Low
      $March
      31, 2003
    0.19
    0.12June
      30, 2003
    0.17
    0.09September
      30, 2003
    0.15
    0.10December
      31, 2003
    0.19
    0.12Fiscal
      Year Ending 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
 
 On
December 31, 2004, the closing price per share for the Company’s common stock,
as reported by the NASD OTC Bulletin Board, was $0.15.
 
 **Penny
Stock**
 
 The
Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other
requirements of Securities' laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices
 
 7
 ***Table of
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 for penny
stocks and significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form as the Commission shall require by rule or regulation. The broker-dealer
also must provide, prior to effecting any transaction in a penny stock, the
customer: (a) with bid and offer quotations for the penny stock; (b) the
compensation of the broker-dealer and its salesperson in the transaction; (c)
the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and (d) monthly account statements showing the market value of each penny stock
held in the customer's account. In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from those rules;
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy of
a written suitably statement.
 
 These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, because our common stock is subject to the penny stock rules,
stockholders may have difficulty selling our securities.
 
 **Dividends**
 
 The
Company has not declared any dividends since its incorporation. There are no
dividend restrictions that limit the Company’s ability to pay dividends on its
common stock in the Articles of Incorporation or Bylaws. Chapter 607 of Title 36
of the Florida Statutes does provide limitations the Company’s ability to
declare dividends. Section 607.06401 of Chapter 607 prohibits the Company from
declaring dividends where, after giving effect to the distribution of the
dividend:
 
 1. the
Company would not be able to pay its debts when they became due in the usual
course of business; or
 
 2. the
Company’s total assets would be less than the sum of its total liabilities plus
the amount that would be needed, if the Company 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, the Company has 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 the Company’s shareholders as a share dividend.
 
 **Securities
Authorized for Issuance Under Equity Compensation Plans**
 
 During
the year ended December 31, 2004, we did not adopt any equity compensation
plans.
 
 **Recent
Sales of Unregistered Securities**
 
 On July
18, 2003, the Company entered into a share exchange agreement with 3874958
Canada Inc. whereby the Company agreed to transfer to 3874958 Canada Inc.
26,500,000 common shares of the
 
 8
 ***Table of
Contents***
 
 Company’s
stock in exchange for the transfer of 100 shares of American United Corporation,
a Delaware corporation. These shares were issued pursuant to an exemption
available under Section 4(2) of the Securities Act of 1933. In connection with
this issuance, there was no public solicitation or general advertising
used.
 
 There was
an amendment to the share agreement dated December 3, 2004 that was signed by
the directors of all three companies that the agreement would be replaced by a
purchase agreement which would have 3894517 Canada Inc. sell its assets
(computer equipment and all intellectual property related to advanced Internet
Telecommunications) to the Company for the price of 26,250,000 shares of common
stock of the Company.
 
 A bill of
sale for the purchase of the assets was signed on December 6, 2004 reflecting
the transfer of property ownership.
 
 During
2004 the company issued 26,250,000 restricted common shares for the acquisition
of all the computer, software and technology from 3894517 Canada, Inc at $.0333
and 2,740,000 restricted common shares for service at $.15. Also during 2004,
the company issued 436,743 for a cash at $.10, in a private
placement.
 
 During
the first quarter 2005 the Company issued 1,200,000 restricted common shares for
services and 200,000 restricted common shares for $20,000.
  9
 ***Table of
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  **ITEM 6. Management’s Discussion and Analysis**
 
 **Forward-Looking
Statements**
 
 Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, 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 Securities and Exchange Commission.
 
 **Results
of Operations**
 
 Our
revenue for the year ended December 31, 2004 was $1,298,525. Our revenue was
generated by sales of retail domestic and international voice and data products
and services using VoIP.
 
 Our total
expenses for the year ended December 31, 2004 were $1,697,118. Our expenses
consisted of administrative expenses of $275,763, operation expenses of
$1,286,118, and consulting and salary expenses of $135,237.
 
 On
December 31, 2004, the Company had a net operating loss available for carry
forward of approximately $1,163,316. The amount of carry forward that may be
available to offset future profits has not been determined and therefore no
provision for a tax benefit has been provided.
 
 **Assets**
 
 As of
December, 2004, we had total assets in the amount of $44,389 compared to total
assets in the amount of $0 as of December 31, 2003. The increase in our total
assets is primarily attributable to the acquisition of American United
Corporation. As of December 31, 2004 we had cash in the amount of $44,389,
compared to $0 cash as of December 31, 2003.
 
 Our
largest asset is telecom equipment in the amount of $437,755.
  10
 ***Table of
Contents***
 ****
 **Liquidity
and Capital Resources**
 
 On
September 30, 2004, we had a working capital of $470,527.
 
 As of
December 31, 2004, we maintained $44,389 in cash. Our management believes that
we need additional capital to successfully implement our business plan. The
success of our business plan for the next 12 months is contingent upon us
obtaining additional financing. If we are unable to obtain additional financing,
our business plan will be significantly impaired. We do not have any formal
commitments or arrangements for the sales of stock or the advancement or loan of
funds. Without the necessary cash flow, we will not be able to pursue our plan
of operations until such time as the necessary funds are raised.
 
 As of
December 31, 2004, the Company had assets of $918,514 and current liabilities of
$18,020.
 We are
implementing a business model that converges computing and telecommunications in
one single application, which offers another option to a conventional telephone
line. Our objectives over the next twelve months are to:
 
 ·  Focus
corporate attention toward customer service and satisfaction
 
 ·  Increase
our market share
 
 ·  Expand
our geographic coverage
 
 Our plan
is based on emphasizing quality and strategically aligning ourselves with
world-class technology leaders. We intend to achieve our objectives by deploying
a voice over IP network that leverages the expertise and technological
infrastructure of strategic players. Specifically, we intend to extend our
network by installing IP Telephony gateways initially in Central and South
America and eventually in other areas of the world where it will be profitable
to do so. We also will seek to broaden our distribution channels by entering
into distribution agreements with private label strategic players. We believe
that growth through strategic acquisitions of complementary technologies,
products and distribution channels offers the potential for significant
competitive advantage.
 
 The
discussion that follows includes the financial results for the reporting period
ended December 31, 2004.
 
 **Liabilities
and Stockholders’ Equity**
 
 Our total
liabilities as of December 31, 2004 were $18,020, compared to total liabilities
in the amount of $61,712 as of December 31, 2003. Our liabilities consist of
Accounts Payable in the amount of $18,020.
 
 Our
stockholders’ equity was $918,514 as of December 31, 2004.
 
 Going
Concern
 
 Our
independent auditors have stated in their Auditor’s Report included in the Form
10-KSB that the Company will need additional working capital to service its debt
and to be successful in its planned activity which raises substantial doubt
about its ability to continue as a going concern. Continuation of
 
 11
 ***Table of
Contents***
 
 the
Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional equity funding, and
long term financing which will enable the Company to operate in the coming
year.
 
 Off
Balance Sheet Arrangements
 
 As of
December 31, 2004 there were no off balance sheet arrangements.
 
 Revenue
Recognition
 
 Revenues
will be recognized on the sale and delivery of a product or the completion of a
service provided.
  12
 ***Table of
Contents***
 
 **ITEM 7. Financial Statements**
 
 Page----Independent
      Auditor’s Report
    F-1Financial
      Statements:Consolidated
      Balance Sheet as of December 31, 2004
    F-3Consolidated
      Statement of Operations for the Years Ended December
    F-431,
      2004 and December 31, 2003 and the Period July 17, 1992
    (dateof
      inception) to December 31, 2003Consolidated
      Statement of Changes in Stockholders’ Equity for the
    F-5Period
      July 17, 1992 (Date of Inception) to December 31, 2004Consolidated
      Statements of Cash Flows for the Years Ended December
    F-631,
      2004 and 2003 and the Period July 17, 1992 (date of inception) toDecember 31,
      2003Notes
      to Consolidated Financial Statements
    F-7
  13
 ***Table of
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  **MADSEN
& ASSOCIATES, CPA’s Inc.**684 East Vine St, Suite 3
 **Certified
Public Accountants and Business
Consultants**Murray,
Utah 84107
 ****
 Telephone 801
268-2632
 Fax 801-262-3978
 
 
 
 
 
 
 Board
of Directors
 United
American Corporation
 Las
Vegas, Nevada
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 We
have audited the accompanying balance sheet of United American Corporation
(development stage company) at December 31, 2004, and the statement of operations, stockholders' equity, and cash flows for the
years ended December 31, 2004 and 2003 and the period July 17, 1992 (date of
inception) to December 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. We believe that our audits provide a
reasonable basis for our opinion.
 
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of United American Corporation at
December 31, 2004 and the results of operations, and cash flows for the years
ended December 31, 2004 and 2003 and the period July 17, 1992 (date of
inception) to December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.
 
 
 Salt
Lake City, Utah
 April
27,
2005                                                                                                                                                                                                                                     
s/Madsen & Associates, CPA’s Inc.
  F - 1
 ***Table of
Contents***
 UNITED
AMERICAN CORPORATION
 (
Development Stage Company )
 BALANCE
SHEET
 December
31, 2004
 
 
 **ASSETS**
    ******CURRENT
      ASSETS**Cash
    $
    -Accounts receivable
    
    44,389Total
      Current Assets
    
    44,389**INTERNET
      TELECOMMUNICATIONS EQUIPMENT -**net of
      accumulated depreciation
    
    874,125$
    918,514**LIABILITIES
      AND STOCKHOLDERS' EQUITY**
    ****
    ******CURRENT
      LIABILITIES**Accounts
      payable
    $
    18,020Total
      Current Liabilities
    
    18,020**CONTINGENT
      LIABILITIES** - note 6
    
    -**STOCKHOLDERS'
      EQUITY**Common
      stock50,000,000
      shares authorized at $0.001 par value; 44,065,159 shares issued and
      outstanding
    
    44,065Capital
      in excess of par value
    
    2,019,745Deficit
      accumulated during the Development stage
    
    (1,163,316)Total
      Stockholders' Equity
    
    900,494$
    918,514
   The
accompanying notes are an integral part of these financial
statements.
 
 F - 2
 ***Table of
Contents***
   UNITED
AMERICAN CORPORATION
 (
Development Stage Company )
 STATEMENT
OF OPERATIONS
 For the
Years Ended December 31, 2004 and 2003 and the
 Period
July 17, 1992 (date of inception) to December 31, 2004
 
 
  **Dec
      31,**
    
    **Dec
      31,**
    
    **Jul
      17, 1992 to****2004**
    
    **2003**
    
    **Dec
      31, 2004********REVENUES
      -**telecommunications
    $
    1,298,525
    
    $
    -
    
    $
    1,298,525**EXPENSES**
    
    ****Cost of
      operations
    
    1,286,118
    
    
    -
    
    
    1,286,118Administrative
    
    411,000
    
    
    82,664
    
    
    1,755,827Depreciation
      & amortization
    
    -
    
    
    -
    
    
    14,7381,697,118
    
    
    82,664
    
    
    3,056,683**NET
      LOSS -**before
      other income and expense
    
    (398,593
    )
    
    (82,664
    )
    
    (1,758,158)**OTHER
      INCOME AND EXPENSES******Extinguishment
      of debt**-**note
      5
    
    -
    
    
    625,964
    
    
    625,964Loss of
      assets
    
    -
    
    
    -
    
    
    (31,122)**NET
      INCOME (LOSS)**
    $
    (398,593
    )
    $
    543,300
    
    $
    (1,163,316)**NET
      LOSS PER COMMON SHARE**Basic
      and diluted
    $
    -
    
    $
    .04**AVERAGE
      OUTSTANDING SHARES******Basic
      (stated in 1,000s)
    
    15,750
    
    
    13,806
 The
accompanying notes are an integral part of these financial
statements.
 
 F - 3
 ***Table of
Contents***
   UNITED
AMERICAN CORPORATION
 (
Development Stage Company )
 STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
 For the
Period July 17, 1992 (Date of Inception)
 to
December 31, 2004
 
 
 ****
    ****
    ****
    ****
    ****Capital
      in****
    ****
    ********
    **********Common
      Stock**
    ****
    **Excess
      of**
    ****
    **Accumulated******
    **Shares**
    ****
    **Amount**
    ****
    **Par
      Value**
    ****
    **Deficit******
    ****
    ****
    ****
    ****
    ****
    ****
    ****Balance
      July 17, 1992**(date of inception)**
    ****
    **-**
    ****
    **$**
    **-**
    ****
    **$**
    **-**
    ****
    **$**
    **-******
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******Issuance
      of common stock for services**
    ****
    **1,000,000**
    ****
    ****
    **1,000**
    ****
    ****
    **1,500**
    ****
    ****
    **-****at
      $0.001**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******Net
      operating loss for the period ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      1992**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **(2,500)****Issuance
      of common stock for cash**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******at $.05
      - net of issuance costs**
    ****
    **2,500,000**
    ****
    ****
    **2,500**
    ****
    ****
    **116,825**
    ****
    ****
    **-****Contribution
      to capital - expenses**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **1,500**
    ****
    ****
    ********
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******Net
      operating loss for the year ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      1998**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **(120,450)****Issuance
      of common stock for cash**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******at
      $0.005 - net of issuance costs**
    ****
    **5,000,000**
    ****
    ****
    **5,000**
    ****
    ****
    **18,667**
    ****
    ****
    ******Net
      operating loss for the year ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      1999**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **(32,490)****Net
      operating loss for the year ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      2000**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **(123,601)****Issuance
      of common stock for**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******software
      rights**
    ****
    **1,168,224**
    ****
    ****
    **1,168**
    ****
    ****
    **(1,168**
    **)**
    ****
    **-****Net
      operating loss for the year ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      2001**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **(461,660)****Issuance
      of common stock for services**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******at $.10
      - June 21, 2002**
    ****
    **4,035,192**
    ****
    ****
    **4,035**
    ****
    ****
    **399,484**
    ****
    ****
    **-****Contribution
      to capital - expenses**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **91,000**
    ****
    ****
    **-****Net
      operating loss for the year ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      2002**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **(567,322)****Issuance
      of common stock for services**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******at $.10
      - Sept to Dec 2003**
    ****
    **615,000**
    ****
    ****
    **615**
    ****
    ****
    **60,885**
    ****
    ****
    **-****Net
      operating income for the year ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      2003**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **543,300**Balance
      December 31, 2003
    ****
    **14,318,416**
    ****
    ****
    **14,318**
    ****
    ****
    **688,693**
    ****
    ****
    **(764,723)****Issuance
      of common stock for cash at $.10**
    ****
    **436,743**
    ****
    ****
    **437**
    ****
    ****
    **43,237**
    ****
    ****
    **-****Issuance
      of common stock for services**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******at $.15
      - Aug-Nov 2004**
    ****
    **2,740,000**
    ****
    ****
    **2,740**
    ****
    ****
    **408,260**
    ****
    ****
    **-****Issuance
      of common stock for services at $.10**
    ****
    **320,000**
    ****
    ****
    **320**
    ****
    ****
    **31,680**
    ****
    ****
    **-****Issuance
      of common stock for equipment**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******at
      $.0333 - December 2004**
    ****
    **26,250,000**
    ****
    ****
    **26,250**
    ****
    ****
    **847,875**
    ****
    ****
    **-****Net
      operating loss for the year ended**
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ****
    ******December 31,
      2004**
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **-**
    ****
    ****
    **(398,593)**Balance
      December 31, 2004
    ****
    **44,065,159**
    ****
    **$**
    **44,065**
    ****
    **$**
    **2,019,745**
    ****
    **$**
    **(1,163,316)**
 The
accompanying notes are an integral part of these financial
statements.
 
 F - 4
 *Table of Contents*
 
 UNITED
AMERICAN CORPORATION
 (
Exploration Stage Company )
 STATEMENT
OF CASH FLOWS
 For the
Years Ended December 31, 2004 and 2003 and the
 Period
July 17, 1992 (date of inception) to December 31, 2004
 
 **Dec
      31,**
    
    ****Dec
      31,****
    
    **Jul
      17, 1992 to****2004**
    
    **2003**
    
    **Dec
      31, 2004****CASH
      FLOWS FROM****OPERATING
      ACTIVITIES**Net
      income (loss)
    $
    (398,593
    )
    $
    543,300
    
    $
    (1,163,316)Adjustments
      to reconcile net income (loss) tonet
      cash provided by operatingactivitiesChanges
      in accounts receivable
    
    (44,389
    )
    
    -
    
    
    (44,389)Changes
      in accounts payables
    
    (43,692
    )
    
    21,164
    
    
    643,984Contributions
      to capital - expenses
    
    -
    
    
    -
    
    
    92,500Capital
      stock issued as payment for expenses and services
    
    443,000
    
    
    61,500
    
    
    910,519Extinguishment
      of debt
    
    -
    
    
    (625,964
    )
    
    (625,964)Depreciation
      and amortization
    
    -
    
    
    
    
    
    -Equipment
      abandoned
    
    -
    
    
    -
    
    
    -Net
      Change in Cash Flows from Operations
    
    (43,674
    )
    
    -
    
    
    (186,666)**CASH
      FLOWS FROM INVESTING****ACTIVITIES**-
    
    
    -
    
    
    -**CASH
      FLOWS FROM FINANCING****ACTIVITIES**Proceeds from
      issuance of common stock
    
    43,674
    
    
    -
    
    
    186,666Net
      Change in Cash
    
    -
    
    
    -
    
    
    -Cash
      at Beginning of Period
    
    -
    
    
    -
    
    
    -Cash
      at End of Period
    $
    -
    
    $
    -
    
    $
    -**SCHEDULE
      OF NONCASH OPERATING ACTIVITIES**Contributions
      to capital - expenses - 2000-2002
    
    
    
    
    
    
    $
    92,500Issuance of
      8,710,192 common shares as payment for expenses -
1992-2004
    
    
    
    
    
    
    
    910,519Issuance of
      26,250,000 common shares for acquisition of equipment -
    2004
    
    
    
    
    
    
    
    874,125
 The
accompanying notes are an integral part of these financial
statements.
 
 F - 5
 *Table of Contents*
   UNITED
AMERICAN CORPORATION
 (
Development Stage Company )
 NOTES TO
FINANCIAL STATEMENTS
 December
31, 2004
 
 
 
 1.  ORGANIZATION
 
 The
Company was incorporated under the laws of the State of Florida on July 17, 1992
under the name “American Financial Seminares, Inc ” with authorized common stock
of 1,000 shares at $1.00 par value. Since its inception the Company has made
several name changes and 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.
 
 During
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.
 
 The
Company is considered to be in the developmental stage.
 ****
 **2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  Accounting
Methods
  The
Company recognizes income and expenses based on the accrual method of
accounting.
  Dividend
Policy
  The
Company has not yet adopted a policy regarding payment of
dividends.
  Income
Taxes
  The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.
  On
December 31, 2004, the Company had a net operating loss available for
carryforward of approximately $1,163,316. The income tax benefit of
approximately $349,000 from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is doubtful since
the Company has not been able to project a reliable net operating profit for
future years.
  The
loss carryforward expires starting in 2007 through 2024.
 
 F - 6
 ***Table of
Contents***
 
   **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **NOTES
TO FINANCIAL STATEMENTS (Continued)**
 **December
31, 2004**
 
 
 **2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued**
 
 Internet
Telecommunications Equipment
 
 During
2004 the company acquired the telecommunications equipment, outlined in note 3,
valued at $874,125, by the issuance of common capital stock. The equipment was
put into service in early 2005 and is being depreciated over five years, its
estimated economic life, using the straight line method.
 
 Basic
and Diluted Net Income (Loss) Per Share
 
 Basic
net income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share
amounts are computed using the weighted average number of common shares and
common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic share amounts are shown in the report.
 
 Financial
and Concentrations Risk
 
 The
Company does not have any concentration or related financial credit
risk.
 
 Revenue
Recognition
 
 Revenue
will be recognized on the sale and delivery of a product or the completion of a
service provided.
 
 Advertising
and Market Development
 
 The
company will expense advertising and market development costs as
incurred.
 
 Estimates
and Assumptions
 
 Management
uses estimates and assumptions in preparing financial statements in accordance
with accounting principles generally accepted in the United States of America.
Those estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
 
 Financial
Instruments
 
 The
carrying amounts of financial instruments are considered by management to be
their estimated fair values due to their short term maturities.
  F - 7
 ***Table of
Contents***
 
 **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **NOTES
TO FINANCIAL STATEMENTS (Continued)**
 **December
31, 2004**
  
 
 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
 Recent
Accounting Pronouncements
 
 The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
 
 3.
ACQUISITION OF INTERNET TELECOMMUNICATIONS EQUIPMENT
 
 On
July 18, 2003 the Company entered into a contract of purchase of all the
outstanding stock of United American Corp.(a Delaware Corporation) from 3874958
Canada Inc. (a Canadian Corporation and an affiliate of the Company by common
officers). The terms of the purchase provided for a stock for stock exchange in
which the Company would issue 26,500,000 common shares of its common capital
stock to 3874958 Canada Inc. in exchange for all shares of United American Corp.
The 26,500,000 shares of the Company were issued into an escrow account on
October 5, 2003 pending closing of the exchange.
 
 On
December 3, 2004 the share agreement was replaced by a purchase agreement for
the purchase of the Internet Telecommunications Equipment owned by 3894517
Canada Inc. by the release of the 26,500,000 common shares in escrow to 3874958
Canada Inc. .
  **4.
CAPITAL STOCK**
 
 During
2002 the Company completed the registration and issuance of 4,035,192 common
shares at $.10 for services, of which, 1,847,877 shares were issued to a manager
of the Company. (Note 5)
 
 During
2003 the Company issued 615,000 shares for services at $.10 and 374,826 shares
into an escrow account as security for the future payment of legal expense.
During 2004 320,000 of the shares were released for payment of legal fees
leaving 54,826 shares in escrow. The remaining shares are not shown as
outstanding until they are released and used as payment on legal
fees.
 
 During
2004 the company issued 26,250,000 restricted common shares for the acquisition
of all the computer, software and technology from 3894517 Canada, Inc at $.0333
(note 3) and 2,740,000 restricted common shares for service at $.15. Also during
2004, the company issued 436,743 for a cash at $.10, in a private
placement.
 
 During
the first quarter 2005 the Company issued 1,200,000 restricted common shares for
services and 200,000 restricted common shares for $20,000.
 
 F - 8
 ***Table of
Contents***
 
 **UNITED
AMERICAN CORPORATION**
 **(
Development Stage Company )**
 **NOTES
TO FINANCIAL STATEMENTS (Continued)**
 **December
31, 2004**
 
 5.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
 
 Officer-directors
have not acquired any of thecommon outstanding stock of the Company nor received
any compensation, however, an affiliate, controlled by an officer of the
Company, has acquired the 26,250,000 shares outlined in note 3.
 
 A
manager of the Company, not an officer-director at the time, received 1,847,877
free trading common shares for services, which he sold, and made contributions
to capital during 2002 by the payment $91,000 of Company expenses.
 
 6.
CONTINGENT LIABILITIES - EXTINGUISHMENT OF DEBT
 
 During
2003 the Company deleted $625,964 of its carried debt because it was determined
that the statute of limitations had run, within the state or Canadian province
in which the debt had been incurred. Any of the creditors could start legal
actions against the Company for recovery by claiming exceptions in the laws of
the jurisdiction that may apply. The cost of defending any potential action or
any amount that may be recovered by a creditor cannot be determined.
 F -
9
 ***Table of
Contents***
 ****
 **ITEM
8.****Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure**
 
 The
Company had no disagreements with its independent auditors on accounting or
financial disclosures.
 
 On
February 18, 2004, the Company dismissed its auditor, Sellers & Andersen,
LLC ("Sellers & Andersen"). The Company dismissed Sellers & Andersen
because Sellers & Andersen was not registered with the Public Company
Accounting Oversight Board ("PCAOB"). Also on February 18, 2004, the Company
engaged Madsen & Associates, CPA's Inc., ("Madsen") certified public
accountants, as the Company’s independent accountants.
 
 **ITEM 8A: Controls and Procedures**
 
 We
carried out an evaluation of the effectiveness of the design and operation of
the Company's 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 the Company's
Chief Executive Officer and Chief Financial Officer, Mr. Benoit Laliberte. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective. There have been no significant changes in the Company's internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.
 
 Limitations
on the Effectiveness of Internal Controls
 
 Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any
 
 14
 ***Table of
Contents***
 
 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.
 
 15
 ***Table of Contents***
 **PART III**
 
 **ITEM
9.****Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act**
 
 The name,
age, and offices of the sole Director and executive officer of the Company are
set forth below:
 
 **Name**
    **Age**
    **Position
      with the Company**Benoit
      Laliberte
    33
    Chief
      Executive Officer, Chief Financial Officer, and
Director
 
 On July
9, 2003, Rodger Brulotte resigned as the Company’s Chief Executive Officer,
Chief Financial Officer, and from the board of directors and appointed Gilles
Poliquin to fill the positions which Mr. Brulotte held. On July 22, 2003, Gilles
Poliquin resigned as the Company’s Chief Executive Officer, Chief Financial
Officer, and from the board of directors and appointed Benoit Laliberte to fill
the positions which Mr. Poliquin held.
 
 Set forth
below is a brief description of the background and business experience of Benoit
Laliberte for the past five years.
 
 **Mr.
Benoit Laliberte:**
 Benoît
Laliberté was born on July 18, 1972. In 1990, Mr. Laliberte started a computer
business, called Jitec Corporation.
 In 1994,
he created the EVAC (Electronic Virus Activity Control) technology meant to
protect computers from viruses. In 1996, Mr. Laliberte was chosen Young
Entrepreneur of the Year by the Business Development Bank of Canada (BDC). Mr.
Laliberte created in 1997 the Winbit PowerVec for ASP and the Winbit Terminal.
In 1999, Mr. Laliberte created a wall mounted decentralized WinBit server, and
acquired a chain of computer stores, with revenues in excess of $6 million and
employing approximately 60 persons.
 In 2000,
Mr. Laliberte established an important center for the control and management of
ASP application servers, and listed Jitec Corporation on the Montreal Stock
Exchange. Mr. Laliberte spent a brief period acting as a technology consultant
for Vectoria Inc. American United Corporation was established by Mr. Laliberte
in 2002 with the intention of operating in the Information Technologies
industry. On July 22, 2003, Mr. Laliberte was appointed as Chief Executive
Officer, Chief Financial Officer, and member of the board of directors of Studio
Bromont, Inc.
 
 **Term
of Office**
 
 Directors
of the Company are appointed for a one year term to hold office until the next
annual meeting of the holders of the Company's common stock or until removed
from office in accordance with the Company's by-laws. Officers of the Company
are appointed by the Company's board of directors and hold office until removed
by the Company’s board of directors.
 
 16
 ***Table of
Contents***
 
 **Family
Relationships**
 
 There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.
 
 **Involvement
in Certain Legal Proceedings**
 
 To the
best of the Company’s knowledge, during the past five years, none of the
following occurred with respect to a present or former director, executive
officer, or employee of the Company: (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 any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his 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.
 
 **Section
16(A) Beneficial Ownership Reporting Compliance**
 
 Section
16(a) of the Exchange Act requires the Company's executive officers and
directors, and persons who beneficially own more than ten percent of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based on its
review of the copies of such forms received by it, the Company believes that
during the fiscal year ended December 31, 2003 all such filing requirements
applicable to its officers and directors were complied with exception that
reports were filed late by the following persons:
   **Number** **Transactions** **Known
Failures**
 **Of
Late** **Not
Timely** **To
File a Required**
 Name and
Principal
Position **Reports** **Reported** **Form**
 
 Benoit
Laliberte, 0 0 0
 CEO, CFO,
& Director
 _______________________________________________________________________________________
 **Code
of Ethics Disclosure Compliance**
 
 As of
December 31, 2004, the Company has not adopted a Code of Ethics for Financial
Executives, which include its Company’s principal executive officer, principal
financial officer, principal
 
 17
 ***Table of
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 accounting
officer or controller, or persons performing similar functions, as required by
sections 406 and 407 of the Sarbanes-Oxley Act of 2002.
 
 Subsequent
to December 31, 2004, the Company has begun the process of designing a code of
ethics which will be filed with the Security and Exchange Commission upon
completion.
 
 
 
 **ITEM
10.****Executive
Compensation**
 
 The table
below sets forth, for the period indicated, all compensation awarded to, earned
by or paid to the Company's officers for the last three fiscal years. There has
been no compensation earned for services rendered by any of the Company’s named
directors.
 
 **Annual
Compensation Table**
 
 Annual
Compensation    Long
Term Compensation
 Name
    Title
    Year
    Salary
    Bonus
    Other
      Compensation
    Annual
      Awarded
    Restricted
      Stock Options / SARs (#)
    LTIP
      Payouts
    All
      Other CompensationBenoit
      Laliberte
    CEO,
      CFO, Director
    2002
      2003
      2004
    N/A
      $0
      $0
    N/A
      $0
      $0
    N/A
      $0
      $0
    N/A
      $0
      $0
    N/A
      $0
      $0
    N/A
      $0
      $0
    N/A
      $0
      $0
 
 **Stock
Option Grants**
 
 No Stock
Options were granted during the year ended December 31, 2004.
  18
 ***Table of Contents***
 ****
 **ITEM
11.** **Security Ownership of Certain Beneficial Owners and Management and
related Stockholder Matters.**
 
 The
following table sets forth certain information concerning the number of shares
of the Company’s common stock owned beneficially as of March 31, 2004 by: (i)
each person (including any group) known to the Company to own more than five
percent (5%) of any class of our voting securities, (ii) each of the Company’s
directors, and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.
 
 Title of class
    Name
      and address
      of
      beneficial owner
    Number
      of
      Shares
      of
      Common
      Stock
    Percentage
      of
      Common
      Stock(1)Common Stock
    Benoit
      Laliberte
      220
      de la Coulee
      Mont-Saint-Hilaire,
      Quebec, Canada
      J3H
      5Z6
    26,250,000
    64.56
      %Common Stock
    All
      Officers and Directors as a Group
      (1
      person)
    26,250,000
    64.56
      %
 
 
 (1)
    Under
      Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes
      any person who, directly or indirectly, through any contract, arrangement,
      understanding, relationship, or otherwise has or shares: (i) voting power,
      which includes the power to vote, or to direct the voting of shares; and
      (ii) investment power, which includes the power to dispose or direct the
      disposition of shares. Certain shares may be deemed to be beneficially
      owned by more than one person (if, for example, persons share the power to
      vote or the power to dispose of the shares). In addition, shares are
      deemed to be beneficially owned by a person if the person has the right to
      acquire the shares (for example, upon exercise of an option) within 60
      days of the date as of which the information is provided. In computing the
      percentage ownership of any person, the amount of shares outstanding is
      deemed to include the amount of shares beneficially owned by such person
      (and only such person) by reason of these acquisition rights. As a result,
      the percentage of outstanding shares of any person as shown in this table
      does not necessarily reflect the person’s actual ownership or voting power
      with respect to the number of shares of common stock actually outstanding
      on March 31, 2004. As of December 31, 2004, there were44,065,159shares of our common stock issued and outstanding.
  19
 ***Table of
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  **ITEM
12.****Certain
Relations and Related Transactions**
 
 None of
the following parties has, since the Company’s date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us other than
stated below:
 
 (1)  Any of
the Company’s directors or officers;
 (2)  Any
person proposed as a nominee for election as a director;
 (3)  Any
person who beneficially owns, directly or indirectly, shares carrying more than 10%
of the voting rights attached to the Company’s outstanding shares of
 common stock;
 (4)  Any of
the Company’s promoters;
 (5)  Any
relative or spouse of any of the foregoing persons who has the same house as such
person.
 
 On
October 6, 2003, the Company issued 26,250,000 shares of its common stock to
3874958 Canada, Inc. in exchange for the acquisition of all of the issued and
outstanding shares of American United Corporation. Benoit Laliberte, the
Company’s CEO, CFO, and Director, is also the sole officer, director, and
shareholder of American United Corporation. Mr. Laliberte is the beneficial
owner of the 26,250,000 shares of the Company issued to 3874958 Canada, Inc. in
the transaction described above.
 
 **ITEM
13.****EXHIBITS**
 
 Exhibit
      Number
    Description31.1
    Certification
      of Chief Executive Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
    Certification
      of Chief Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.
    Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
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  **ITEM 14: Principal Accountant Fees and
Services**
 
 **Audit
Fees**
 
 The
aggregate fees billed by our auditors for professional services rendered in
connection with the audit of our annual consolidated financial statements for
the fiscal year ended December 31, 2004 was $6,000.
 
 **Audit-Related
Fees**
 
 Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.
 
 **Tax
Fees**
 
 The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended December 31, 2003 and 2004.
 
 **All
Other Fees**
 
 The
aggregate fees billed by our auditors for all other non-audit services, such as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended December 31, 2003 and 2004 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: Benoit
Laliberté
 Benoit
Laliberté
 President,
Chief Executive Officer & Director
 
 Date: April 29,
2005
 
 
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