[X]
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
|
|||||
For
the fiscal year ended December
31, 2006
|
||||||
[
]
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
|
|||||
For
the transition period from _________ to ________
|
||||||
Commission
file number 000-27621
|
United
American Corporation
|
||||
(Name
of small business issuer in its
charter)
|
Florida
|
95-4720231
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
4150
Ste-Catherine Street West, Suite 200 , Montreal, Quebec,
Canada
|
H3Z
0A1
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s telephone number: 514-313-6010 |
Securities
registered under Section 12(b) of the Exchange Act:
|
|||
Title
of each class
|
Name
of each exchange on which registered
|
||
None
|
Not
Applicable
|
||
Securities
registered under Section 12(g) of the Exchange Act:
|
|||
Common
Stock, par value $0.001
|
|||
(Title
of class)
|
Page
|
||
PART
I
|
||
PART
II
|
||
PART
III
|
||
Nominee
|
Votes
Cast For
|
Votes
Cast Against
|
Abstain
|
George
Metrakos
|
28,746,645
|
0
|
106,700
|
Simon
Lamarche
|
28,746,645
|
0
|
106,700
|
Votes
Cast For
|
Votes
Cast Against
|
Abstain
|
28,737,545
|
0
|
115,800
|
Votes
Cast For
|
Votes
Cast Against
|
Abstain
|
28,813,334
|
40,011
|
0
|
Votes
Cast For
|
Votes
Cast Against
|
Abstain
|
28,847,845
|
5,500
|
0
|
Fiscal
Year Ending December 31, 2006
|
||||
Quarter
Ended
|
High
$
|
Low
$
|
||
March
31, 2006
|
0.08
|
0.052
|
||
June
30, 2006
|
0.0651
|
0.042
|
||
September
30, 2006
|
0.07
|
0.042
|
||
December
31, 2006
|
0.071
|
0.04
|
||
Fiscal
Year Ended December 31, 2005
|
||||
Quarter
Ended
|
High
$
|
Low
$
|
||
March
31, 2005
|
0.155
|
0.102
|
||
June
30, 2005
|
0.112
|
0.05
|
||
September
30, 2005
|
0.075
|
0.043
|
||
December
31, 2005
|
0.07
|
0.04
|
1.
|
We
would not be able to pay our debts when they became due in the
usual
course of business; or
|
2.
|
Our
total assets would be less than the sum of its total liabilities
plus the
amount that would be needed, if we 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.
|
A
|
B
|
C
|
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and
right
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(A))
|
Equity
compensation plans
approved
by security
holders
|
-
|
-
|
-
|
Equity
compensation plans
not
approved by security
holders
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
· |
There
is a natural migration in the wholesale telecommunications marketplace
to
utilize the internet as the main network between telecommunications
carriers due to its lower cost of operation than traditional networks.
We
specialize in the deployment of internet-based technologies.
|
· |
Developing
nations, primarily in Africa, Latin and South America, are confronted
with
the need to upgrade their telecommunications technologies resulting
in a
need for support in this venture over the next 3-5 years, producing
solid
opportunities for us to leverage our knowledge in order to solidify
long
term consulting mandates and direct route termination capabilities
with
these countries.
|
a.
|
Property
acquisition costs,
|
b.
|
Increase
in accounts payable attributable to increased sales, and
|
c.
|
We
obtained financing from the issuance of loans from related parties.
Our
management believes that additional issuance of stock and/or debt
financing may be required to satisfy our projected expenditures
in
2007.
|
Audited
Financial Statements:
|
|
ASSETS
|
||
(IN
US$)
|
||
Current
Assets:
|
||
Cash
and cash equivalents
|
$
|
69,553
|
Accounts
receivable, net
|
1,396,332
|
|
Interest
receivable
|
15,000
|
|
Prepaid
expenses and other current assets
|
40,795
|
|
Loan
receivable - related company
|
416,727
|
|
|
||
Total
Current Assets
|
1,938,407
|
|
|
||
Fixed
assets, net of depreciation
|
419,942
|
|
|
||
TOTAL
ASSETS
|
$
|
2,358,349
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||
LIABILITIES
|
||
Current
Liabilities:
|
||
Loans
payable - non-related parties
|
$
|
138,429
|
Loans
payable - related parties
|
373,225
|
|
Other
payables
|
625,964
|
|
Convertible
debentures
|
90,961
|
|
Derivative
liability
|
27,688
|
|
Accounts
payable and accrued expenses
|
1,869,365
|
|
Total
Current Liabilities
|
3,125,632
|
|
Total
Liabilities
|
3,125,632
|
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||
Common
stock, $.001 Par Value; 100,000,000 shares authorized
and
51,079,985 shares issued and outstanding
|
51,080
|
|
Additional
paid-in capital
|
4,865,893
|
|
Accumulated
deficit
|
(5,754,376)
|
|
Accumulated
other comprehensive income (loss)
|
70,120
|
|
Total
Stockholders' Equity (Deficit)
|
(767,283)
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
2,358,349
|
IN
US$
|
|||||
2006
|
2005
|
||||
OPERATING
REVENUES
|
|||||
Sales
|
$
|
19,991,191
|
$
|
4,845,485
|
|
COST
OF SALES
|
|||||
Inventory,
beginning of period
|
51,652
|
44,059
|
|||
Purchases
|
18,255,600
|
4,648,302
|
|||
Inventory,
end of period
|
-
|
(51,652)
|
|||
Total
Cost of Sales
|
18,307,252
|
4,640,709
|
|||
GROSS
PROFIT
|
1,683,939
|
204,776
|
|||
OPERATING
EXPENSES
|
|||||
Selling
and promotion
|
43,659
|
135,274
|
|||
Research
and development
|
124,232
|
103,006
|
|||
Professional
and consulting fees
|
474,364
|
642,902
|
|||
Commissions
and wages
|
1,177,397
|
573,446
|
|||
Other
general and administrative expenses
|
218,096
|
81,116
|
|||
Depreciation,
amortization and impairment
|
253,700
|
190,552
|
|||
Total
Operating Expenses
|
2,291,448
|
1,726,296
|
|||
LOSS
BEFORE OTHER INCOME (EXPENSE)
|
(607,509)
|
|
(1,521,520)
|
||
OTHER
INCOME (EXPENSE)
|
|||||
Loss
on derivative liability
|
(18,649)
|
|
-
|
||
Interest
income
|
15,000
|
-
|
|||
Interest
expense
|
(124,505)
|
|
(12,000)
|
||
Total
Other Income (Expense)
|
(128,154)
|
|
(12,000)
|
||
|
|||||
NET
LOSS BEFORE PROVISION FOR INCOME TAXES AND
MINORITY INTEREST
|
|||||
|
(735,663)
|
|
(1,533,520)
|
||
Minority
interest
|
121,394
|
111,265
|
|||
NET
LOSS BEFORE PROVISION FOR INCOME TAXES
|
(614,269)
|
|
(1,422,255)
|
||
Provision
for Income Taxes
|
-
|
-
|
|||
NET
LOSS APPLICABLE TO COMMON SHARES
|
$
|
(614,269)
|
|
$
|
(1,422,255)
|
NET
LOSS PER BASIC AND DILUTED SHARES
|
$
|
(0.01)
|
|
$
|
(0.03)
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
50,109,875
|
48,067,108
|
|||
COMPREHENSIVE
INCOME (LOSS)
|
|||||
Net
loss
|
$
|
(614,269)
|
|
$
|
(1,422,255)
|
Other
comprehensive income (loss)
|
|||||
Currency
translation adjustments
|
31,098
|
112,350
|
|||
Comprehensive
income (loss)
|
$
|
(583,171)
|
|
$
|
(1,309,905)
|
IN
US$
|
|||||||||||||||||
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Accumulated
Other
Comprehensive
|
||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Income
(Loss)
|
Total
|
||||||||||||
Balance
January 1, 2005, as previously reported
|
44,119,985
|
$
|
44,120
|
$
|
3,751,548
|
$
|
(3,091,888)
|
|
$
|
(73,328)
|
|
$
|
630,452
|
||||
Prior
period adjustment, see Note 13
|
-
|
-
|
-
|
(625,964)
|
|
-
|
(625,964)
|
||||||||||
Balance
January 1, 2005, as restated
|
44,119,985
|
44,120
|
3,751,548
|
(3,717,852)
|
|
(73,328)
|
|
4,488
|
|||||||||
Shares
issued for services
|
5,850,000
|
5,850
|
467,900
|
-
|
-
|
473,750
|
|||||||||||
Net
loss for the year ended December 31, 2005
|
-
|
-
|
-
|
(1,533,520)
|
|
112,350
|
(1,421,170)
|
||||||||||
Balance
December 31, 2005
|
49,969,985
|
49,970
|
4,219,448
|
(5,251,372)
|
|
39,022
|
(942,932)
|
||||||||||
Shares
issued for services
|
1,110,000
|
1,110
|
65,490
|
-
|
-
|
66,600
|
|||||||||||
Spin
off of Teliphone Corp., see Note 10
|
-
|
-
|
580,955
|
232,659
|
-
|
813,614
|
|||||||||||
Net
loss for the year ended December 31, 2006
|
-
|
-
|
-
|
(735,663)
|
|
31,098
|
(704,565)
|
||||||||||
Balance
December 31, 2006
|
51,079,985
|
$
|
51,080
|
$
|
4,865,893
|
$
|
(5,754,376)
|
|
$
|
70,120
|
$
|
(767,283)
|
IN
US$
|
|||||
2006
|
2005
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||
Net
loss
|
$
|
(614,269)
|
|
$
|
(1,422,255)
|
|
|||||
Adjustments
to reconcile net loss to net cash (used
in) operating activities:
|
|||||
Depreciation,
amortization and impairment
|
253,700
|
188,979
|
|||
Shares
issued for services
|
66,600
|
473,750
|
|||
Loss
on derivative liability
|
18,649
|
-
|
|||
|
|||||
Changes
in assets and liabilities
|
|||||
(Increase)
in accounts receivable
|
(1,228,387)
|
|
(171,725)
|
||
(Increase)
in interest receivable
|
(15,000)
|
|
-
|
||
(Increase)
decrease in inventory
|
39,140
|
(7,593)
|
|||
(Increase)
in prepaid expenses and other current assets
|
(132,746)
|
|
(56,086)
|
||
Increase
in deferred revenue
|
10,720
|
-
|
|||
Increase
in accounts payable and and accrued expenses
|
1,575,382
|
454,058
|
|||
Total
adjustments
|
588,058
|
881,383
|
|||
|
|||||
Net
cash (used in) operating activities
|
(26,211)
|
|
(540,872)
|
||
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||
Acquisitions
of fixed assets
|
(149,077)
|
|
(108,673)
|
||
(Increase)
in loan receivable - related company
|
(53,312)
|
|
-
|
||
Net
cash (used in) investing activities
|
(202,389)
|
|
(108,673)
|
||
CASH
FLOWS FROM FINANCING ACTIVITES
|
|||||
Increase
(decrease) in bank overdraft
|
(8,195)
|
|
16,905
|
||
Proceeds
from loan payable, net of repayments
|
60,728
|
48,987
|
|||
Proceeds
from loan payable - related parties, net of repayments
|
196,470
|
(43,760)
|
|||
Proceeds
from convertible debentures
|
-
|
331,760
|
|||
|
|||||
Net
cash provided by financing activities
|
249,003
|
353,892
|
|||
Effect
of foreign currency
|
49,150
|
211,399
|
|||
NET
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
|
69,553
|
(84,254)
|
|||
CASH
AND CASH EQUIVALENTS - BEGINNING
OF YEAR
|
-
|
84,254
|
|||
CASH
AND CASH EQUIVALENTS - END OF YEAR
|
$
|
69,553
|
$
|
-
|
|
CASH
PAID DURING THE YEAR FOR:
|
|||||
Interest
expense
|
$
|
117,973
|
$
|
12,000
|
|
NONCASH
TRANSACTIONS:
|
|||||
Spin-off
of Teliphone Corp. at October 30, 2006
|
|||||
Cash
|
$
|
(8,710)
|
|
$
|
-
|
Accounts
receivable
|
18,885
|
-
|
|||
Inventory
|
12,512
|
-
|
|||
Other
assets
|
142,007
|
-
|
|||
Fixed
assets
|
97,484
|
-
|
|||
Loans
payable -related company
|
(363,415)
|
|
-
|
||
Accounts
payable and accrued expenses
|
(313,993)
|
|
-
|
||
Loans
payable - related
|
(155,005)
|
|
-
|
||
Deferred
revenue
|
(10,720)
|
|
-
|
||
$
|
(580,955)
|
|
$
|
-
|
NOTE 1- |
ORGANIZATION
AND BASIS OF
PRESENTATION
|
NOTE 1- |
ORGANIZATION
AND BASIS OF PRESENTATION
(CONTINUED)
|
NOTE 1- |
ORGANIZATION
AND BASIS OF PRESENTATION
(CONTINUED)
|
NOTE 1- |
ORGANIZATION
AND BASIS OF PRESENTATION
(CONTINUED)
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
December
31,
2006
|
December
31,
2005
|
||||
Net
loss
|
$
|
(614,269)
|
|
$
|
(1,422,255)
|
Weighted-average
common shares
|
|||||
Outstanding
(Basic)
|
50,109,875
|
48,067,108
|
|||
Weighted-average
common stock
|
|||||
Equivalents
|
|||||
Convertible
debentures
|
1,428,571
|
500,000
|
|||
Stock
options
|
-
|
-
|
|||
Warrants
|
-
|
-
|
|||
Weighted-average
common shares
|
|||||
Outstanding
(Diluted)
|
51,538,446
|
48,567,108
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 3- |
FIXED
ASSETS
|
Estimated
Useful
Lives
(Years)
|
|||||
Computer
equipment
|
5
|
$
|
1,075,896
|
||
Less:
accumulated depreciation
|
(655,954)
|
||||
Fixed
assets, net
|
$
|
419,942
|
NOTE 4- |
RELATED
PARTY LOANS AND
TRANSACTIONS
|
NOTE 5- |
LOANS
PAYABLE - NON-RELATED
PARTIES
|
NOTE 6- |
CONVERTIBLE
DEBENTURES
|
NOTE 7- |
COMMITMENTS
|
Year
Ending
December
31,
|
||
2007 | $ | 32,229 |
2008 | 31,655 | |
2009 | 23,229 | |
Total | $ | 87,113 |
NOTE 8- |
STOCKHOLDERS’
EQUITY
(DEFICIT)
|
NOTE 9- |
PROVISION
FOR INCOME
TAXES
|
Net
operating losses
|
$
|
1,734,000
|
Valuation
allowance
|
(1,734,000)
|
|
|
$ |
-
|
NOTE 9- |
PROVISION
FOR INCOME TAXES
(CONTINUED)
|
2006
|
2005
|
||
Federal
statutory rate
|
(34.0)%
|
(34.0)%
|
|
State
income taxes, net of federal benefits
|
0.0
|
0.0
|
|
Valuation
allowance
|
34.0
|
34.0
|
|
0%
|
0%
|
NOTE 10- |
SPIN-OFF
OF TELIPHONE CORP.
|
Balances
of Teliphone Corp. at October 30, 2006:
|
||
Cash
|
$
|
(8,710)
|
Accounts
receivable
|
18,885
|
|
Inventory
|
12,512
|
|
Other
assets
|
142,007
|
|
Fixed
assets
|
97,484
|
|
Loans
payable
|
(363,415)
|
|
Accounts
payable and accrued expenses
|
(126,125)
|
|
Current
notes payable - related
|
(155,005)
|
|
Deferred
revenue
|
(10,720)
|
|
Other
payables
|
(187,868)
|
|
$
|
(580,955)
|
NOTE 11- |
SEGMENT
INFORMATION
|
Corporate
|
Wholesale
Services
Brokered
|
Wholesale
Services
Direct
|
Connection
Services
|
Total
|
||||||||||
Sales
|
$
|
-
|
$
|
17,063,519
|
$
|
2,555,337
|
$
|
372,335
|
$
|
19,991,191
|
||||
Cost
of sales
|
-
|
15,748,848
|
2,299,181
|
259,223
|
18,307,252
|
|||||||||
Gross
profit
|
-
|
1,314,671
|
256,156
|
113,112
|
1,683,939
|
|||||||||
Operating
expenses
|
85,250
|
1,291,064
|
221,616
|
439,818
|
2,037,7483
|
|||||||||
Depreciation,
amortization and impairment
|
184,800
|
29,858
|
-
|
39,042
|
253,700
|
|||||||||
Other
income (expense)
|
(3,649)
|
|
(54,776)
|
|
(48,000)
|
|
(21,729)
|
|
(128,154)
|
|||||
Net
(loss)
|
(273,699)
|
|
(61,027)
|
|
(13,460)
|
|
(387,477)
|
|
(735,663)
|
|||||
Segment
assets
|
308,100
|
2,014,521
|
35,728
|
-
|
2,358,349
|
|||||||||
Fixed
Assets, net of depreciation
|
293,100
|
126,842
|
-
|
-
|
419,942
|
Corporate
|
Wholesale
Services
Brokered
|
Wholesale
Services
Direct
|
Connection
Services
|
Total
|
||||||||||
Sales
|
$
|
-
|
$
|
4,611,979
|
$
|
233,506
|
$
|
4,845,485
|
||||||
Cost
of sales
|
-
|
4,163,319
|
477,390
|
4,640,709
|
||||||||||
Gross
profit (loss)
|
-
|
448,660
|
(243,884)
|
|
204,776
|
|||||||||
Operating
expenses
|
543,682
|
658,359
|
333,703
|
1,535,744
|
||||||||||
Depreciation,
amortization and impairment
|
148,700
|
10,023
|
31,829
|
190,552
|
||||||||||
Interest
(net)
|
(12,000)
|
|
-
|
-
|
(12,000)
|
|||||||||
Net
income (loss)
|
(704,382)
|
|
(219,722)
|
|
(609,416)
|
|
(1,533,520)
|
|||||||
Segment
assets
|
446,100
|
180,858
|
301,681
|
928,639
|
||||||||||
Fixed
Assets, net of depreciation
|
446,100
|
38,871
|
155,130
|
640,101
|
NOTE 11- |
SEGMENT
INFORMATION
(CONTINUED)
|
North,
Central
and
South
America
|
Europe,
Middle
East
and
Africa
|
Asia
|
Total
|
||||||||
Sales
|
$
|
4,748,034
|
$
|
15,148,848
|
$
|
94,309
|
$
|
19,991,191
|
|||
Cost
of sales
|
4,348,088
|
13,872,800
|
86,365
|
18,307,252
|
|||||||
Gross
profit (loss)
|
399,946
|
1,276,049
|
7,944
|
1,683,939
|
|||||||
Operating
expenses
|
4,839,781
|
15,441,571
|
96,131
|
2,037,7483
|
|||||||
Depreciation,
amortization and impairment
|
60,255
|
192,248
|
1,197
|
253,700
|
|||||||
Interest
(net)
|
(30,437)
|
|
(97,112)
|
|
(605)
|
|
(128,154)
|
||||
Net
income (loss)
|
(174,725)
|
|
(557,468)
|
|
(3,470)
|
|
(735,663)
|
||||
Segment
assets
|
560,123
|
1,787,101
|
$
|
11,126
|
2,358,349
|
||||||
Fixed
Assets, net of depreciation
|
99,739
|
318,222
|
1,981
|
419,942
|
North,
Central
and
South
America
|
Europe,
Middle
East
and
Africa
|
Asia
|
Total
|
||||||||
Sales
|
$
|
4,845,485
|
-
|
-
|
$
|
4,845,485
|
|||||
Cost
of sales
|
4,640,709
|
-
|
4,640,709
|
||||||||
Gross
profit (loss)
|
204,776
|
-
|
-
|
204,776
|
|||||||
Operating
expenses
|
1,535,744
|
-
|
-
|
1,535,744
|
|||||||
Depreciation,
amortization and impairment
|
190,552
|
-
|
-
|
190,552
|
|||||||
Interest
(net)
|
(12,000)
|
|
-
|
-
|
(12,000)
|
||||||
Net
income (loss)
|
(1,533,520)
|
|
-
|
-
|
(1,533,520)
|
||||||
Segment
assets
|
928,639
|
-
|
-
|
928,639
|
|||||||
Fixed
Assets, net of depreciation
|
640,101
|
-
|
-
|
640,101
|
NOTE 12- |
SUBSEQUENT
EVENTS
|
NOTE 13- |
RESTATEMENT
OF CONSOLIDATED FINANCIAL
STATEMENTS
|
Name
|
Age
|
Position(s)
and Office(s) Held
|
Simon
Lamarche
|
52
|
Chief
Executive Officer, Chief Financial Officer, and
Director
|
George
Metrakos
|
35
|
Director
|
1. |
Reviewed
and discussed the audited financial statements with management,
and
|
2. |
Reviewed
and discussed the written disclosures and the letter from our independent
auditors on the matters relating to the auditor's
independence.
|
Name
and principal position
|
Number
of
late
reports
|
Transactions
not
timely
reported
|
Known
failures to
file
a required form
|
Simon
Lamarche
CEO,
CFO, & Director
|
0
|
0
|
0
|
George
Metrakos
Director
|
1
|
1
|
0
|
SUMMARY
COMPENSATION TABLE
|
||||||||||
Name
and
principal
position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Simon
Lamarche (1)
CEO
& CFO
|
2006
2005
|
34,660
42,000
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
34,660
42,000
|
(1) |
Mr.
Lamarche was appointed to serve as our Chief Executive Officer
and Chief
Financial Officer on November 8, 2005. The information provided
in the
summary compensation table includes all compensation paid to Mr.
Lamarche
for the full fiscal years ended December 31, 2006 and 2005.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Simon
Lamarche
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Simon
Lamarche
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
George
Metrakos
|
-
|
30,000
|
-
|
-
|
-
|
132,905
|
162,905
|
Title
of class
|
Name
and address
of
beneficial owner (1)
|
Amount
of
beneficial
ownership
|
Percent
of
class*
|
Executive
Officers & Directors:
|
|||
Common
|
Simon
Lamarche
|
0
shares
|
0
%
|
Common
|
George
Metrakos
|
650,000
shares (2)
|
1.3%
|
Total
of All Directors and Executive Officers:
|
650,000
shares
|
1.3%
|
|
More
Than 5% Beneficial Owners:
|
|||
Common
|
Benoit
Laliberté
220
de la Coulee
Mont-Saint-Hilaire,
Quebec, Canada J3H 5Z6
|
26,250,000
shares (3)
|
52.0%
|
(1) |
As
used in this table, "beneficial ownership" means the sole or shared
power
to vote, or to direct the voting of, a security, or the sole or
shared
investment power with respect to a security (i.e., the power to
dispose
of, or to direct the disposition of, a security). In addition,
for
purposes of this table, a person is deemed, as of any date, to
have
"beneficial ownership" of any security that such person has the
right to
acquire within 60 days after such date.
|
(2) |
Mr.
Metrakos is the indirect beneficial owner of 650,000 shares of
common
stock held by Metratech Business Solutions
Inc.
|
(3) |
Mr.
Laliberté is the indirect beneficial owner of 26,250,000 shares on common
stock held by 3874958 Canada Inc.
|
Exhibit
Number
|
Description
|
14.1
|
Code
of Ethics (1)
|
(1) |
Incorporated
by reference to Annual report on Form 10-KSB for the year ended
December
31, 2005 filed with the SEC on April 17,
2007
|
United American Corporation | |
By: | /s/ Simon Lamarche |
Simon
Lamarche
Chief
Executive Officer,
Chief
Financial Officer and Director
April
16, 2007
|
By: | /s/ Simon Lamarche | By: | /s/ George Metrakos |
Simon
Lamarche
Director
|
George Metrakos
Director
April 16,
2007
|