UNITED
STATES
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: April
16, 2008
(Date
of earliest event reported)
UNITED
AMERICAN CORP.
(Exact
name of registrant as specified in its charter)
| FLORIDA |
000-27621 |
95-4720231 |
| State of
incorporation |
Commission File
Number |
IRS Employer
Identification Number |
218
de la Coulee, Mount St-Hilaire, Quebec,
Canada J3H 5Z6
(Address
of principal executive offices)
Tel:
212-738-0009
(Issuer's
telephone number)
4150
Ste-Catherine St. West Suite 200, Montréal,
Quebec, Canada
H3Z 0A1
(Former
name or former address, if changed since last report)
Copies of
all communications, including all communications sent to the agent for
service
Copies of
all communications, including all communications sent to the agent for service,
should be sent to:
Cane
Clark, LLP
3273 East
Warm Springs Road
Las
Vegas, Nevada 89120
Dismissal of Michael
Pollack, CPA as the Registrant's independent accountants
United
American Corp. (the "Company") elected to dismiss Michael Pollack, CPA as the
independent registered public accounting firm responsible for auditing the
Company's financial statements on March 26, 2008.
Michael
Pollack, CPA's report on the Company's financial statements for the four years
ended December 31, 2006, 2005, 2004 and 2003 did not contain an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles with the exception that Michael Pollack,
CPA's Audit Reports, contained an explanatory note which raised substantial
doubt as to the ability of the Company to continue as a going
concern.
The
termination, which was effective as of March 26, 2008, was approved by the
Company's Board of Directors.
During
the Company's two most recent fiscal years ended December 31, 2006 and 2005 and
until March 26, 2008, which preceded the termination of Michael Pollack, CPA,
the Company did not have any disagreements with Michael Pollack, CPA on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Michael Pollack, CPA, would have caused it to make reference to
the subject matter of the disagreements in connection with its
report.
During
the Company's two most recent fiscal years ended December 31, 2006 and 2005 and
until March 26, 2008 which preceded the termination of Michael Pollack, CPA,
other than as is set forth herein, Michael Pollack, CPA did not advise the
Company of any of the following:
(A) That
the internal controls necessary for the Company to develop reliable financial
statements did not exist;
(B) That
information had come to Michael Pollack, CPA's attention that had led it to no
longer be able to rely on management's representations, or that had made it
unwilling to be associated with the financial statements prepared by
management;
(C) (1)
That Michael Pollack, CPA needed to expand significantly the scope of its audit,
or that information had come to Michael Pollack, CPA's attention that if further
investigated may: (i) materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial statements; or the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report (including information that would have prevented it from rendering
an unqualified audit report on those financial statements), or (ii) cause it to
be unwilling to rely on management's representations or be associated with the
Company's financial statements, and (2) due to Michael Pollack, CPA's
resignation (due to audit scope limitations or otherwise) or dismissal, or for
any other reason, the accountant did not so expand the scope of its audit or
conduct such further investigation; or
(D) (1)
That information has come to Michael Pollack, CPA's attention that it had
concluded materially impacted the fairness or reliability of either: (i) a
previously issued audit report or the underlying financial statements, or (ii)
the financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to Michael Pollack,
CPA's satisfaction, would prevent it from rendering an unqualified audit report
on those financial statements, except as indicated above), and (2) the issue has
not been resolved to Michael Pollack, CPA's satisfaction prior to its
termination.
The
Company provided Michael Pollack, CPA with a copy of the disclosures set forth
in this Current Report on Form 8-K, and requested that Michael Pollack, CPA
furnish the Company with a letter addressed to the Michael Pollack, CPA stating
whether it agrees with the statements made by the company herein. The letter
received by the Company from Michael Pollack, CPA, in which Michael Pollack, CPA
states that it is in agreement with the disclosures set forth herein, is
attached hereto as Exhibit 16.1.
Engagement of KBL
LLP
The
Company has engaged KBL LLP to serve as the independent registered public
accounting firm responsible for auditing the Company's financial statements on
March 26, 2008. The engagement, which is effective as of March 26, 2008, was
approved by the Company's Board of Directors.
Neither
the Company nor anyone on behalf of the Company consulted KBL LLP during the two
most recent fiscal years and any subsequent interim period prior to engaging KBL
LLP, regarding either: (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, and either
a written KBL LLP concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement (as defined in
paragraph (a)(1)(iv) and the related instructions of Item 304 of Regulation S-K)
or reportable event (as described in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
16.1
Letter from Michael Pollack, CPA
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
CORP. |
|
| |
|
|
|
|
Date:
April 16, 2008
|
By:
|
/s/ Lawry
Trevor-Deutsch |
|
| |
|
Lawry
Trevor-Deutsch
Chief Executive Officer
|
|
EXHIBIT
INDEX
| EXHIBIT |
DESCRIPTION |
| 16.1 |
Letter from Michael
Pollack, CPA |
4