[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
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For
the quarterly period ended September
30, 2004
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[
]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period ___________ to __________
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Commission
File Number: 000-27621
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Florida
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95-4720231
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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220
Mount Saint Hilaire, Quebec, Canada J3H 5Z6
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(Address
of principal executive offices)
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514-313-3432
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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Page
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PART
I - FINANCIAL INFORMATION
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3
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4
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11
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PART
II - OTHER INFORMATION
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12
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12
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12
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12
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12
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12
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(a) |
Unaudited
Interim Consolidated Balance Sheet as of September 30,
2004;
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(b) |
Unaudited
Interim Consolidated Statement of Operations for the three and nine
months
ended September 30, 2004;
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(c) |
Unaudited
Interim Consolidated Statement of Cash Flow for the nine months ended
September 30, 2004;
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(d) |
Notes
to Unaudited Interim Consolidated Financial
Statements.
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(restated)
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|||
Assets
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|||
Current
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|||
Cash
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$
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30,882
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Accounts
receivable
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46,422
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Inventory
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25,134
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Advance
to
affiliated companies
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34,063
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136,501
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Internet
telecommunications equipment, net of
accumulated depreciation
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443,258
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$
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579,759
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Liabilities
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|||
Current
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|||
Bank
indebtedness
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$
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159,553
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Accounts
payable
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86,811
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Loans
payable
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78,830
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325,194
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Stockholders’
Deficiency
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|||
Capital
stock (note 3)
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40,658
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Capital
in excess of par value
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662,353
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Additional
paid up capital
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(215,962)
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Deficit
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(232,484)
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Total
stockholders’ deficit
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254,565
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Total
liabilities and stockholders’
deficiency
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$
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579,759
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Three
Months
September
30,
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Nine
Months
September
30,
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|||||||||||
2004
(restated)
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2003
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2004
(restated)
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2003
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|||||||||
Sales
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$
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235,829
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$
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-
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$
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1,302,890
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$
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-
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||||
Cost
of sales
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||||||||||||
Inventory,
beginning of period
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-
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-
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-
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-
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||||||||
Purchases
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252,602
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-
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591,361
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-
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||||||||
Inventory,
end
of year
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25,134
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-
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25,134
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-
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||||||||
227,468
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-
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566,227
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-
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|||||||||
Gross
profit
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8,361
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-
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736,663
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-
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||||||||
Operating
expenses
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||||||||||||
Sales
and
promotion
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14,921
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-
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14,921
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-
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||||||||
Professional
and
consulting fees
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84,275
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-
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84,775
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-
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Travel
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8,073
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-
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8,073
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-
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Telecommunication
and network
costs
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64,004
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4,230
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281,122
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9,239
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Salaries
and
wage levies
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25,448
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-
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45,683
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-
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Interest
on long
term debt
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-
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-
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-
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-
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||||||||
Delivery
and
transport
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4,801
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-
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4,801
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-
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Telephone
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-
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-
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-
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-
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Interest
and
service charges
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2,221
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-
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2,221
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-
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Office
and
general
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12,844
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-
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12,844
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-
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Amortization
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-
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-
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-
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-
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||||||||
Loss
on foreign
exchange
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(43,129)
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-
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(43,129)
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-
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||||||
173,418
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4,230
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410,801
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9,239
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|||||||||
Net
earnings (loss)
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(165,057)
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(4,230)
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325,862
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(9,239)
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Net
earnings (loss) per share
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0.00
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0.00
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0.00
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0.00
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||||||||
Weighted
average number of shares
outstanding
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40,658,000
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13,703,000
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40,658,000
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13,703,000
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2004
(restated)
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2003
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|||||
Operating
activities
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||||||
Net
earnings
(loss)
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$
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325,862
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$
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(9,239)
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Add:
Amortization
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||||||
Increase
(decrease) in accounts
receivable
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(46,422)
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-
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Increase
(decrease) in sales tax
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-
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-
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Increase
(decrease) in inventory
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(25,134)
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-
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Increase
in accounts payable
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25,009
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9,239
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Net
cash used in operating activities
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279,315
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-
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Investing
activities
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||||||
Variation
in
assets
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(479,093)
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-
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Net
cash
provided by investing activities
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(479,093)
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-
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Financing
activities
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||||||
Increase
in
advance to affiliated companies
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(34,063)
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-
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Variation
in
bank indebtedness
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159,553
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-
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Increase
in loan
payable
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78,830
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-
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Issuance
of
capital stock
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26,340
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-
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||||
230,660
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-
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|||||
Net
increase (decrease)
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30,882
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-
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Cash
and cash equivalents beginning of
year
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-
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-
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||||
Cash
and cash equivalents end of year
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$
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30,882
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$
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-
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Exhibit
Number
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Description
of Exhibit
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10.1
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Distribution
Agreement with MSBR Communications, Inc. executed on March 1, 2005
1
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10.2
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Distribution
Agreement with PODAR Enterprises executed on March 11, 2005 1
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10.3
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Term
Sheet Entered into with NCTel Inc. 1
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10.4
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Letter
of Intent with 9151-4877 Quebec Inc. (doing business under the name
Dialek
or NCTel) 1
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10.5
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Proposed
Exchange of Shares of OSK Capital II and Teliphone, Inc. 1
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10.6
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Agreement
and Plan of Merger and Reorganization by and among Teliphone, Inc.
and OSK
Acquisition Corp. and OSK Capital II Corp. 1
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10.7
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Carrier
Services Agreement with XO Communications 1
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10.8
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Distribution
Agreement with Car-Tel Inc. executed on July 28, 2004 1
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10.9
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Wholesale
Agreement with 9151-4877 Quebec Inc., also known as Dialek Telecom
1
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10.10
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Share
Exchange Agreement with 3874958 Canada Inc. on July 18, 2003 2
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1
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Previously
filed as an exhibit to the quarterly report on Form 10QSB filed on
September 22, 2005.
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2 |
Previously
filed as an exhibit to current report on Form 8-K filed on January
15,
2004
|
United
American Corporation
|
|
Date:
|
October
20, 2005
|
By: /s/
Benoit Laliberté
Benoit
Laliberté
Title: Chief
Executive Officer, Chief Financial Officer &
Director
|
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