SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~March 1817, ~~2004~~2006

United American Corporation

(Exact name of registrant as specified in its charter)

Florida	000-27621	95-4720231
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

220 De La Coulee, Mount Saint Hilaire, Quebec, Canada	J3H 5Z6
1080 Beaver Hall, Suite 155, Montreal, Quebec Canada	H2Z 1S8
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (514)-313-~~3432~~6010

~~___________________________________________~~___________________________________________________ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 24 - ~~Financial~~Matters ~~Information~~Related to Accountants and Financial Statements

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 18, 2004, United American Corporation (the “Company”) received $100,000 from Strathmere Associates International Limited (“Strathmere”) in exchange for the issuance of a convertible debenture (the “Debenture”). Under the terms of the Debenture, the Company promised to pay the principal amount of $100,000 together with interest at the rate of 12% per annum upon maturity on October 31, 2006. Any portion of the Debenture is convertible at the option of Strathmere at the rate of $0.20 per share. Any portion of the Debenture is redeemable at any time by mutual agreement of the parties at the price of 110% of the amount redeemed plus accrued interest. In the event that the Company obtains aggregate financing of $2,000,000, Strathmere will have the exclusive right to redeem any portion of the Debenture within 5 business days of advanced notice at the price of 105% of the amount redeemed plus accrued interest. Strathmere may accelerate full repayment of the Debenture upon an event of default by the Company. Events of default by the Company are (a) failure by the Company to pay amounts due within 15 days of the Debenture’s maturity; (b) failure to issued common stock within 5 business days following receipt of notice of conversion; and (c) bankruptcy or insolvency.

SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01 Changes in Registrant’s Certifying Accountant.

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

The Former Accountant's report dated April 27, 2005 on the Company's 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 the Former Accountant 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 the Former Accountant 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, the Former Accountant did not advise the Company with respect to any of the matters described in paragraphs (a)(1)(iv)(B) of Item 304 of Regulation S-B.

The Company has provided the Former Accountant with its disclosures in this Form 8-K disclosing the dismissal of the Former Accountant on August 31, 2005 and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. At the time of this filing, the Former Accountant has not furnished the Company with a letter. The Company further requested that the Former Accountant furnish the Company with a letter response within ten business days of the filing of this current report on Form 8-K. A copy of the Former Accountant's response will be filed with the Securities and Exchange Commission following its receipt by the Company.

Item 4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

On ~~September 6~~March 17, ~~2005,~~2006 the Company’s board of directors concluded that the following financial ~~financial~~ statements previously issued should no longer be relied upon because of errors in such financial statements:

·§ the ~~unaudited~~audited financial statements included in the ~~quarterly~~annual report on Form 10-~~QSB~~KSB for the ~~period~~year ended ~~September~~December 3031, ~~2004~~2003;

·§ the ~~audited~~unaudited financial statements included in the ~~annual~~quarterly report on Form 10-~~KSB~~QSB for the ~~year~~period ended ~~December~~March 31, 2004; ~~and~~

·§ the unaudited financial statements included in the quarterly report on Form 10-QSB for the period ended ~~March~~June 3130, ~~2005.~~2004;

~~The Company~~§ ~~erred in failing to include in~~ the ~~consolidated~~unaudited financial statements ~~for the~~ ~~periods~~included ~~set~~in ~~forth~~the ~~above~~amended ~~financial~~quarterly ~~information~~report ~~from~~on ~~the~~Form ~~operations~~10-QSB/A offor the ~~Company’s~~ ~~subsidiary,~~period ~~Teliphone,~~ended ~~Inc. Teliphone, Inc. was incorporated in Canada on~~ September 2830, 2004. ;

~~The Company~~§ ~~erred by failing to account for~~ the ~~convertible debenture that was issued to Strathmere Associates International Limited for the principal sum of $100,000 on October 18, 2004 in the~~ audited financial statements included in the annual report on Form 10-KSB for the year ended December 31, 2004 ~~and the unaudited financial statements included in the quarterly report on Form 10-QSB for the period ended March 31, 2005.~~;

~~The Company~~§ ~~also~~the ~~erred~~unaudited byfinancial ~~failing~~statements toincluded ~~include~~ in the ~~consolidated~~quarterly ~~financial statements~~report ~~certain~~on ~~disbursements~~Form ~~from~~10-QSB ~~banking~~for ~~accounts~~the ~~maintained~~period byended ~~3894517 Canada~~March ~~Inc.~~31, ~~a wholly owned subsidiary of the Company.~~ 2005;

~~The Company’s~~§ ~~board~~the ofunaudited ~~directors~~financial orstatements ~~any~~included ofin ~~its officers did not discuss~~ the ~~matters disclosed~~quarterly inreport ~~this~~on ~~Item~~Form ~~4.02~~10-QSB ~~with~~for the ~~Former~~period ~~Accountant,~~ended ~~Madsen~~June ~~& Associates~~30, ~~CPA’s~~ ~~Inc.~~2005; ~~The Company has~~ and

3§ the unaudited financial statements included in the quarterly report on Form 10-QSB for the period ended September 30, 2005.

~~discussed~~The ~~the~~Company ~~matters~~erred ~~disclosed~~by infailing ~~this~~to ~~Item~~properly ~~4.02~~account ~~with~~for ~~its~~shares ~~new independent accountant, Schwartz Levitsky Feldman LLP. Following the correction~~ of ~~the~~common ~~errors~~stock ~~reported~~issued inbetween ~~this~~July ~~Item 4.02~~1, ~~the~~2003 ~~Company will restate its financial statements for the affected period~~ and ~~amend~~December ~~its~~31, ~~quarterly~~2003 ~~report~~when oncompiling ~~Form 10-QSB for~~ the ~~period~~Statement of ~~ended~~Stockholder’s ~~September~~Deficiency ~~30, 2004, its annual report on Form 10-KSB~~ for the year ended December 31, ~~2004,~~2003 and ~~its~~the Consolidated ~~quarterly~~Balance ~~report~~Sheet onas ~~Form~~of ~~10-QSB~~December ~~for the period ended March~~ 31, ~~2005~~2003. ~~The~~Subsequent ~~Company~~Statements ~~will~~of Stockholder’s ~~also~~Deficiency ~~take~~and ~~action~~Consolidated toBalance ~~correct~~Sheets ~~any~~included ~~errors, omissions,~~in ~~or misrepresentations brought to~~ the Company’s ~~attention~~periodic byreports ~~its~~are ~~new independent~~inaccurate ~~accountant,~~as ~~Schwartz~~a ~~Levitsky~~result ~~Feldman~~of ~~LLP~~this error.

~~SECTION~~The 5Company erred by failing to properly include on the Company’s Consolidated Balance Sheet as of December 31, 2003 included in the annual report on Form 10-KSB ~~Corporate~~for ~~Governance~~the ~~and~~year ~~Management~~ended December, 31, 2003 capital assets acquired pursuant to the share exchange agreement entered into with 3874958 Canada Inc. on July 18, 2003. Subsequent Consolidated Balance Sheets included in the Company’s periodic reports are inaccurate as a result of this error.

~~Item~~The ~~5.02 Departure~~Company erred by failing to include in the consolidated financial statements offor the ~~Directors~~periods orset ~~Principal~~forth ~~Officers;~~above ~~Election~~financial ofinformation ~~Directors;~~from ~~Appointment~~the operations of the ~~Principal~~Company’s ~~Officers~~subsidiary, 3894517 Canada Inc. 3894517 Canada Inc. was incorporated in Canada on May 21, 2001 and was acquired by the Company on January 1, 2004.

On September 6, 2005, the board of directors appointed Mr. George Metrakos and Mr. Gilles Poliquin to serve as members of the board of directors until the next annual shareholder meeting or until removed by other action as allowed by the corporate bylaws. 2

~~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~~Company ofalso ~~Business~~erred atby ~~Concordia~~failing ~~University.~~to ~~Mr.~~include ~~Metrakos has worked with such organizations as Philips B.V. located~~ in the ~~Netherlands,~~consolidated ~~The Dow Chemical~~financial ~~Company,~~statements ~~and~~certain ~~Hydro~~disbursements ~~Quebec.~~from ~~Mr.~~banking ~~Metrakos~~accounts ~~was~~maintained ~~appointed~~by ~~as President and Chief~~3894517 ~~Executive~~Canada ~~Officer of Teliphone,~~ Inc. ~~in September 2004. Teliphone~~, ~~Inc.~~a ~~was formed~~wholly asowned a subsidiary of the Company, infor ~~September~~the ~~2004.~~quarterly ~~Mr. Metrakos was~~periods ~~appointed~~ending asMarch ~~President~~31, ~~Chief~~2004 ~~Executive Officer~~ and ~~a member of the board of directors of OSK Capital II Corp. in~~ June ~~2005.~~30, ~~OSK Capital II Corp~~2004. ~~is currently a subsidiary of the Company and the parent corporation of Teliphone, Inc.~~

~~Other~~The ~~than~~Company’s ~~acting~~board inof ~~his~~directors ~~capacity~~or asany ~~President~~of ~~and~~its ~~Chief~~officers ~~Executive~~did ~~Officer~~not ofdiscuss the matters ~~Teliphone~~disclosed in this Item 4.02 with the Former Accountants, Madsen & Associates, CPA’s Inc., Mror Schwartz Levitsky Feldman LLP. ~~Metrakos~~The Company has discussed ~~not~~the ~~had~~matters ~~any~~disclosed ~~material~~in ~~direct~~this orItem ~~indirect~~4.02 with its new independent ~~interest~~accountant, inMichael ~~any~~Pollack, CPA. Following the correction of the errors reported in this Item 4.02, the Company’s ~~transactions~~will orrestate ~~proposed~~its ~~transactions~~financial ~~over~~statements for the affected periods and amend its annual report on Form 10-KSB for the ~~last~~year ended ~~two~~December ~~years~~31, 2003, its quarterly report on Form 10-QSB for the period ended March 31, 2004, its quarterly report on Form 10-QSB for the period ended June 30, 2004, its amended quarterly report on Form 10-QSB/A for the period ended September 30, 2004, its annual report on Form 10-KSB for the year ended December 31, 2004, its quarterly report on Form 10-QSB for the period ended March 31, 2005, its quarterly report on Form 10-QSB for the period ending June 30, 2005 and its quarterly report on Form 10-QSB for the period ended September 30, 2005. The restatements will also correct errors previously disclosed in a current report on Form 8-K/A filed by the Company on September 27, 2005. The Company will also take action to correct any errors, omissions, or misrepresentations brought to the Company’s attention by its new independent accountant, Michael Pollack, CPA.

On July 9, 2003, Mr. Gilles Poliquin was appointed Chief Executive Officer, Chief Financial Officer, and to serve as a member of the Company’s board of directors. On July 22, 2003, Mr. Poliquin resigned all positions with the Company and appointed Benoit Laliberté to fill the positions which Mr. Poliquin held. Mr. Poliquin has not had any material direct or indirect interest in any of the Company’s transactions or proposed transactions over the last two years.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

4.1 Convertible Debenture

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

United American Corporation

/s/ ~~Benoit Laliberté~~ Simon Lamarche

Simon ~~Benoit Laliberté~~Lamarche

Chief ~~Chief~~ Executive Officer, Chief Financial Officer, &and Director

Date: ~~September~~March 717, ~~2005~~ 2006

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