mainbody
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): August 31,
2005
United
American Corporation
(Exact
name of registrant as specified in its charter)
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Florida
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000-27621
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95-4720231
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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220
De La Coulee, Mount Saint Hilaire, Quebec, Canada
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J3H
5Z6
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (514)313-3432
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___________________________________________
(Former
name or former address, if changed since last
report)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Explanatory
Note
The
purpose of this amendment to the Current Report on Form 8-K previously filed
with the United States Securities and Exchange Commission on September 7, 2005
is to disclose the response received by United American Corporation (the
“Company”) by Madsen & Associates, CPA’s Inc. (the "Former Accountant") as
to whether it agrees with the statements made by the Company in the Current
Report on Form 8-K filed on September 7, 2005.
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 resignation 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. The Former Accountant's response is filed
as an exhibit to this Amended Current Report on Form 8-K/A.
Item
4.02 Non-reliance
on Previously Issued Financial Statements or a Related Audit
Report
or Completed Interim Review
On
September 6, 2005, the Company’s board of directors concluded that the following
financial statements previously issued should no longer be relied upon because
of errors in such financial statements:
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the
unaudited financial statements included in the quarterly report on
Form
10-QSB for the period ended September 30,
2004;
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the
audited financial statements included in the annual report on Form
10-KSB
for the year ended December 31, 2004;
and
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the
unaudited financial statements included in the quarterly report on
Form
10-QSB for the period ended March 31,
2005.
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The
Company erred in failing to include in the consolidated financial statements
for
the periods set forth above financial information from the operations of the
Company’s subsidiary, Teliphone, Inc. Teliphone, Inc. was incorporated in Canada
on September 28, 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 erred by failing to include in the consolidated financial
statements certain disbursements from banking accounts maintained by 3894517
Canada Inc., a wholly owned subsidiary of the Company.
The
Company’s board of directors or any of its officers did not discuss the matters
disclosed in this Item 4.02 with the Former Accountant, Madsen & Associates,
CPA’s Inc. The Company has discussed the matters disclosed in this Item 4.02
with its new independent accountant, Schwartz Levitsky Feldman LLP. Following
the correction of the errors reported in this Item 4.02, the Company will
restate its financial statements for the affected period and amend its quarterly
report on Form 10-QSB for the period ended September 30, 2004, its annual report
on Form 10-KSB for the year ended December 31, 2004, and its quarterly report
on
Form 10-QSB for the period ended March 31, 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, Schwartz Levitsky Feldman
LLP.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
16.1 Letter
from Former Accountant
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
Laliberte
Benoit
Laliberté
Chief
Executive Officer, Chief Financial Officer & Director
Date:
September
27, 2005