mainbody
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): July 14, 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.)
|
|
1080
Beaver Hall, Suite 1555, Montreal, Quebec Canada
|
H2Z
1S8
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 514-313-6010
|
___________________________________________________
(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
1 - Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
Teliphone
Inc., a wholly-owned subsidiary of our majority-owned subsidiary OSK Capital
II,
Corp., 3901823 Canada Inc., the holding company of Intelco Communications
(“3901823”), and Intelco Communications (“Intelco Communications”) entered into
an agreement (the “Agreement”) on July 14, 2006. Pursuant to the terms of the
Agreement, Teliphone agreed to issue 35 class A voting shares of its common
stock representing 25.2% of Teliphone’s issued shares to 3901823 in exchange for
office rent, use of Intelco’s data center for Teliphone’s equipment, and use of
Intelco’s broadband telephony network valued at approximating $144,000 (CDN$)
for the period August 1, 2006 through July 31, 2007, a line of credit of $75,000
(CDN$), of which $25,000 (CDN$) was already drawn upon in July 2006.
Teliphone
also agreed to make available to the customers of Intelco Communications certain
proprietary software for broadband telephony use. In lieu of receiving cash
for
the licensing of this software, Teliphone will apply $1 per customer per month
at a minimum of $5,000 per month. Following a twelve month period, Intelco
Communications will receive additional shares of class A voting common stock
of
Teliphone for the difference in the value between $144,000 and the total
payments credited back to Teliphone. The maximum amount of additional shares
that can be issued to Intelco Communications after the twelve month period
is an
additional 8.34% of Teliphone’s issued and outstanding shares. In the event that
the total payments credited back to Teliphone exceeds $144,000, Intelco
Communications will not be entitled to the issuance of any additional shares
of
Teliphone common stock.
Upon
the
effective date of this transaction on August 1, 2006, Teliphone, Inc. will
no
longer be a wholly-owned subsidiary of OSK Capital II, Corp. Teliphone will
become a majority owned subsidiary and the noncontolling interest will be
reflected in the consolidated financial statements.
The
Agreement is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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/
Simon Lamarche
Simon
Lamarche
Chief
Executive Officer
Date:
August 2, 2006