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CORRESP
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      United American Corporation correspondence mainbody

              Cane
                Clark LLP

              3273
                E. Warm Springs

              Las
                Vegas, NV 89120

              Kyleen
                E. Cane*

              Bryan
                R. Clark^

              Chad
                Wiener+

              Scott
                P. Doney~

              Telephone:
                702-312-6255

              Facsimile:
                702-944-7100

              Email:
                bclark@caneclark.com

    December
      14, 2005

    UNITED
      STATES SECURITIES AND EXCHANGE

    COMMISSION-Division
      of Corporation Finance

    100
      F.
      Street NE

    Washington,
      D.C. 20549

    Mail
      Stop
      4561

    ATTENTION:
      Eric McPhee

    Re:    United
      American Corporation

    Form
      10-K for the year ended December 31, 2004

    Filed
      April 29, 2005

    File
      No. 0-27621

    ________________________________________________________________________________

    We
      write
      on behalf of United American Corporation (the “Company”) in response to Staff's
      letter of July 26, 2005 by Daniel L. Gordon, Branch Chief at the United States
      Securities and Exchange Commission (the “Commission”) regarding the
      above-referenced annual report on Form 10-KSB filed April 29, 2005 (the “Comment
      Letter”). On behalf of the Company, we are submitting this response to the
      Comment Letter. The Company will endeavor to supplement this correspondence
      with
      an additional response to all unanswered comments when the Company is able
      to
      respond completely and accurately. The delay in responding fully to all comments
      is attributable to the Company dismissing its former auditor and engaging a
      new
      auditor coupled with its efforts to remedy errors in the Company’s prior
      disclosure.

    The
      factual information provided herein relating to the Company has been made
      available to us by the Company. Paragraph numbering used for each response
      corresponds to the numbering used in the Comment Letter.

    Note
      3. Acquisition of Internet Telecommunications
      Equipment

            5.

              Tell
                us whether you considered accounting for the acqusition of internet
                communications equipment as a reverse acqusition with 3874958 Canada
                Inc.
                as the accounting acquirer. Additionally, please tell us how you
                determined that the value of the transaction was $874,125. See paragraph
                17 of SFAS 141.

    In
      response to this comment, the Company retained an outside consultant to conduct
      a valuation of the transaction. A copy of this valuation is attached hereto.
      This valuation report was provided to the Company’s former auditor, Madsen &
Associates, CPA’s, Inc. The Company accounted for this transaction in a manner
      consistent with the advice of its former auditor.

      *Licensed
        Nevada, California, Washington and Hawaii Bars;

      ^
        Nevada,
        Colorado and District of Columbia Bars

      +
        Illinois, Nevada and Wisconsin State Bars ~Nevada

    Note
      6. Contingent Liabilities - Extinguishment of Debt

            6.

              Please
                tell us how you determined that the outstanding debt of $625,964
                no longer
                constituted a liability. In your response, please provide us with
                all
                relevant details of the transactions that led to incurring the debt
                as
                well as your decision to write off the outstanding debt. Please cite
                the
                accounting literature that you are relying on in your response.

    In
      response to this comment, the Company sought the opinion of two law firms
      regarding a statute of limitations defense to these claims. All individuals
      with
      personal knowledge of these transactions are no longer with the Company. The
      correspondence that the Company received from these law firms was provided
      to
      the Company’s former auditor, Madsen & Associates, CPA’s, Inc. Based upon
      this information, the former auditor concluded that these debts no longer
      constituted a liability. The former auditor did not provide the Company with
      any
      accounting literature that was relied upon in making this decision. A copy
      of
      the correspondence from the two law firms regarding a statute of limitations
      defense to these claims is attached hereto.

    If
      you
      have any questions regarding this comment letter, please feel free to contact
      me
      at

    702-312-6255.

    Sincerely,

    /s/
      Bryan R. Clark
Bryan
      R.
      Clark

      Asset
        Evaluation

      Description:

      The
        asset
        consists of an information technology platform for internet telecommunications
        known as VoIP (Voice over Internet Protocol). This platform includes computer
        equipment and software which has been configured in order to process incoming
        and outgoing phone calls. The process is as follows:

              ·

                Accept
                  incoming calls either from any POTS (Plain Old Telephone System)
                  phone
                  number worldwide or a registered internet phone
                  user.

              ·

                Route
                  the call to the appropriate destination
                  either,

              o

                Through
                  a gateway to the PSTN (Public Switched Telephone Network) in the
                  case of a
                  POTS destination

              o

                To
                  another Internet phone user

              o

                To
                  an international destination through a terminating
                  partner

              ·

                Ensure
                  that the call is billed appropriately to the user’s account for the
                  allotted time

              ·

                Ensure
                  that the billing of the user’s account occurs via credit card or pre-paid
                  cash card system

              ·

                Provide
                  a web interface for the user to manage their account with advanced
                  call
                  forwarding options

              ·

                Provide
                  a web interface for sales distributors to manage their accounts
                  and
                  monitor their sales commissions

              ·

                Provide
                  a complete interface for technical support and network management
                  and
                  control.

      The
        platform is SS7 compliant, can accommodate both G.729A/B, G.711 U-LAW Codecs,
        along with H.323 and SIP compatible signaling protocol. The total processing
        and
        memory consists of 72 processors with 40 G of RAM and 1.75 TByte of ROM storage.
        The equipment is all located within the Peer 1 co-location facility of Montreal,
        located at 1080 Beaver Hall, Suite 1520. This is an industry standard
        co-location facility providing all the necessary power back-up and fire
        suppression equipment to ensure its proper functionality on a continuous
        basis.

      The
        equipment is as follows:

              ·

                1
                  Cisco Firewall

              ·

                13
                  Compaq/HP Servers

              ·

                1
                  3-Com Network Switch

              ·

                1
                  Cisco Network switch

              ·

                1
                  Quintum VoIP Switch

              ·

                2
                  Cisco Gateways

              ·

                1
                  Quintum Gateway

              ·

                1
                  Quintum Routing Server

              ·

                Racks,
                  back-up and related equipment

      Its
        current capacity is evaluated as 100,000 users.

      Equipment
        age

      The
        equipment dates from 24 to 48 months old, when considering processor speeds
        and
        memory capacity. Considering this age, and considering the capacity (this
        equipment was clearly the top tier equipment when new, as it still classifies
        as
        significantly robust and powerful in terms of its processing capabilities),
        the
        economic life of the equipment could be another 7-10 years of useful life,
        provided regular scheduled maintenance such as updating power supplies,
        upgrading necessary hard drives and maintaining existing peripherals such
        as
        network cards and external drives is continuous throughout this time
        period.

      The
        images were photographed of the equipment:

      The
        following demonstrates software development to render the equipment commercially
        viable:

                Automated,
                  client-driven add service option

                -Add
                  virtual numbers

                -Add
                  extra handsets

                Web-based,
                  client-driven voicemail to e-mail management

                FollowMe
                  call forwarding management

                -Automatic
                  client driven call forwarding to any number within Continental
                  US&Canada

                -Selection
                  of time and day for forwarding

                Real-time
                  outbound call listings

                On-line
                  invoicing and payment control

      Valuation:

      In
        order
        to valuate the asset, one must consider the potential of the VoIP market.
        At the
        end of 2004, there were just over 1 Million VoIP subscribers in North America.
        In comparison, there are 350 Million wireline and cellular phone lines in
        the
        same area. Numerous industry analysts agree that VoIP telephony will replace
        traditional telephony by 2008-2009.

      As
        an
        indication of the commercial value of this platform and its intellectual
        property, one must consider that by the end of 2004, Vonage Holdings Corp.,
        the
        leader in the US VoIP market had recorded 350,000 subscribers at average
        revenues of US$25 per month. Hence, the 100,000 subscriber capacity will
        permit
        the owner of the asset to achieve yearly revenue of 30M$.

      The
        asset
        value is evaluated at 1.75M$ when considering equipment cost and network
        architecture, systems analyst and programming labour costs to build such
        a
        system. In order to maintain a conservative estimate of the assets current
        value, 50% of this would be a fair and equitable valuation of the asset,
        ie.
        $875,000.

      Considering
        that 26.25M shares have been issued as exchange for entire title of ownership
        and control of the asset, this would value each share at $0.0333 per
        share.

      Currently,
        the public NASDAQ market indicates that shares of United American Corp. are
        currently trading at $0.10 to $0.14 per share. Therefore, the share exchange
        outlined in this transaction is considered to be a fair and equitable
        transaction for both parties.

      McDONALD
        -
        CARANO
        -WILSON

      Bryan
        R. Clark                                             Reply
        to Las Vegas

      May
        17,
        2004

      PRIVILEGED
        ATTORNEY CLIENT COMMUNICATION

      Via
        Facsimile only (450-446-1348)

      Benoit
        Laliberte

      United
        American Corporation

      Re:
        Old Payables

      Mr
        Laliberte:

      I
        am
        writing in response to your letter dated May 12, 2004, wherein you seek
        additional detail regarding the potential applicability of a statute of
        limitations defense to what you have represented to me are stale claims by
        Akamai Technology, Fried Frank et al, BWR Public Relations and Corporate
        Management. As we've discussed, I lack sufficient information as to the
        particulars of any of these transactions to be able to offer any opinion
        as to
        the viability of these claims.

      I
        can
        offer only very general and limited guidance as to the possible applicability
        of
        statute of limitations defenses Please be cautioned, however, that the statute
        of limitations defense is both generally disfavored by courts and riddled
        with
        exceptions Thus, the particular facts of any given transaction can easily
        circumvent a facially valid statute of limitations defense thereby rendering
        it
        impossible for me to offer an opinion upon which you can rely with any degree
        of
        confidence as to the enforceability of any particular claim without access
        to
        the specifics of the underlying transactions. For example, although the statute
        of limitations on contracts for the sale of goods is generally four years,
        the
        parties can modify this term by agreement Also, an act by the debtor in
        affirming the validity of the debt may start the limitations period running
        anew

      Thus,
        a
        dearth of information as to the specifics with respect to the four potential
        claims at issue here is particularly a problem because you do not have any
        of
        the underlying records and all of the individuals with personal knowledge
        of the
        transactions are no longer with the company Nor have you asked me to review
        or
        even provided me with copies of the limited documents in your possession
        related
        to these claims With the foregoing in mind, I offer the following, very general
        and very limited observations:

        McDONALD-CARANO-WILSON

        Benoit
          Laliberte

        United
          American Corporation May 17, 2004

        Page
          2

        With
          respect to the Akamai Technology payable in the amount of $49,478.00
          (estimated),
          you have
          advised me that the agreement was an oral one for the sale of goods for
          which
          full payment was due by the Company prior to December 1999. Assuming that
          this
          is true, that the invoice you have received is not considered to constitute
          a
          written contract by a court of competent jurisdiction or that any other
          written
          contract exists, that Massachusetts law applies, that the parties have
          not
          agreed to a longer limitations period, that the Company's payment obligation
          was
          due in full on or before four years ago today, that the Company was in
          default
          as of that time and has not since cured or affirmed the debt, that the
          creditor
          has not already filed suit or obtained a judgment, and that there are no
          other
          facts that would give rise to one of the myriad of counters to a statute
          of
          limitations defense under these circumstances, it is probable that the
          Company
          has a viable statute of limitations defense to a claim by this creditor
          under
          Massachusetts