--------------------------------------------------------------------------------




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


--------------------------------------------------------------------------------




                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE PERIOD ENDING DECEMBER 31, 2005


--------------------------------------------------------------------------------




                           OSK CAPITAL II CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                      000-28793                84-1491673
(STATE OR OTHER JURISDICTION OF   (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              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)

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                         JOSEPH I. EMAS, ATTORNEY AT LAW
                             1224 WASHINGTON AVENUE
                           MIAMI BEACH, FLORIDA 33139

                             TELEPHONE: 305.531.1174

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

Yes |X| No|_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

As of March 1, 2006, 31,089,520 shares of $.001 par value common stock were
issued and outstanding.

Transitional Small Business Disclosure Format (check one) Yes|_| No |X|


Indicate by check mark whether the registrant is a shall company (as defined in
rule 12b-2 of the Exchange Act). Yes|_| No |X|



<PAGE>


--------------------------------------------------------------------------------


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)


        Condensed Consolidated Balance Sheet at December 31, 2005

        Condensed Consolidated Statements of Operations and Comprehensive Income
        (Loss) for the Three Months Ended December 31, 2005 and December 31,
        2004

        Condensed Consolidated Statements of Cash Flows for the Three Months
        Ended December 31, 2005 and December 31, 2004

        Notes to Condensed Consolidated Financial Statements


Item 2. Management's Discussion and Analysis of Financial Conditions and Results
        of Operations

Item 3. Controls and Procedures


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits



        Signatures









<PAGE>













                           OSK CAPITAL II CORPORATION

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004








<PAGE>



              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





Condensed Consolidated Balance Sheet as of December 31, 2005

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
   for the Three Months Ended  December 31, 2005 and 2004

Condensed Consolidated Statements of Cash Flows for the Three Months Ended
   December 31, 2005 and  2004

Notes to Condensed Consolidated Financial Statements










<PAGE>

--------------------------------------------------------------------------------


                           OSK CAPITAL II CORPORATION
                      CONDESNED CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005
                                   (UNAUDITED)

                                     ASSETS
                                     ------



Current Assets:
  Cash and cash equivalents                                                 $ -
  Accounts receivable, net                                               58,320
  Investment tax credit receivable                                       16,458
  Inventory                                                              51,652
  Prepaid expenses and other current assets                              20,515
                                                                   -------------

    Total Current Assets                                                146,945
                                                                   -------------

  Fixed assets, net of depreciation                                     155,130
                                                                   -------------

TOTAL ASSETS                                                          $ 302,075
                                                                   =============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                     ---------------------------------------

LIABILITIES
Current Liabilities:
  Bank overdraft                                                        $ 5,086
  Loan payable                                                           77,701
  Loan payable - related parties                                        506,302
  Accounts payable and accrued expenses                                 137,588
                                                                   -------------

      Total Current Liabilities                                         726,677
                                                                   -------------

      TOTAL LIABILITIES                                                 726,677
                                                                   -------------

STOCKHOLDERS' (DEFICIT)
  Common stock, $.001 Par Value; 125,000,000 shares authorized
    and 31,089,520 shares issued and outstanding                         31,090
  Additional paid-in capital                                            370,640
  Accumulated deficit                                                  (788,579)
  Accumulated other comprehensive income (loss)                         (37,753)
                                                                   -------------

      TOTAL STOCKHOLDERS' (DEFICIT)                                    (424,602)
                                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                         $ 302,075
                                                                   =============

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

<PAGE>


                           OSK CAPITAL II CORPORATION
                 CONDESNED CONSOLIDATED STATEMENTS OF OPERATIONS
                         AND COMPREHENSIVE INCOME (LOSS)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 2005             2004
                                                            --------------- -----------------
<S>                                                               <C>               <C>
OPERATING REVENUES
  Sales                                                           $ 87,011          $ 36,105
                                                            --------------- -----------------

COST OF SALES
  Inventory, beginning of period                                    32,468            25,134
  Purchases                                                        121,430           152,191
  Inventory, end of period                                         (51,652)          (44,059)
                                                            --------------- -----------------
       TOTAL COST OF SALES                                         102,246           133,266
                                                            --------------- -----------------

GROSS (LOSS)                                                       (15,235)          (97,161)
                                                            --------------- -----------------

OPERATING EXPENSES
   Selling and promotion                                             1,869            60,406
   Professional and consulting fees                                 12,334            26,312
   Commissions                                                      19,080               683
   Other general and administrative expenses                         4,887            20,091
   Depreciation                                                     12,583             4,210
                                                            --------------- -----------------
       TOTAL OPERATING EXPENSES                                     50,753           111,702
                                                            --------------- -----------------

LOSS BEFORE OTHER INCOME (EXPENSE)                                 (65,988)         (208,863)

OTHER INCOME (EXPENSE)
   Interest expense                                                 (1,671)           (1,532)
                                                            --------------- -----------------
       TOTAL OTHER INCOME (EXPENSE)                                 (1,671)           (1,532)
                                                            --------------- -----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES                         (67,659)         (210,395)
PROVISION FOR INCOME TAXES                                               -                 -
                                                            --------------- -----------------

NET LOSS APPLICABLE TO COMMON SHARES                             $ (67,659)       $ (210,395)
                                                            =============== =================

NET LOSS PER BASIC AND DILUTED SHARES                              $ (0.00)          $ (0.06)
                                                            =============== =================

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                          31,089,520         3,416,000
                                                            =============== =================

COMPREHENSIVE INCOME (LOSS)
     Net loss                                                    $ (67,659)       $ (210,395)
     Other comprehensive income (loss)
         Currency translation adjustments                            2,090              (202)
                                                            --------------- -----------------
Comprehensive income (loss)                                      $ (65,569)       $ (210,597)
                                                            =============== =================
</TABLE>


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

<PAGE>


                           OSK CAPITAL II CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                    2005                 2004
                                                                               ----------------    -----------------
<S>                                                                                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                          $ (67,659)          $ (210,395)
                                                                               ----------------    -----------------

   ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     USED IN OPERATING ACTIVITIES:
     Depreciation                                                                       12,583                4,210
     Effect of currency translation adjustments                                          2,090                 (202)
  CHANGES IN ASSETS AND LIABILITIES
     (Increase) decrease in accounts receivable                                          4,743              (35,754)
     (Increase) decrease in investment tax credit receivable                                44                    -
     (Increase) in inventory                                                           (19,184)             (18,925)
     (Increase) decrease in prepaid expenses and other current assets                    2,106                    -
     Increase (decrease) in accounts payable and
       and accrued expenses                                                            (11,844)             (14,296)
                                                                               ----------------    -----------------
     Total adjustments                                                                  (9,462)             (64,967)
                                                                               ----------------    -----------------

     NET CASH (USED IN) OPERATING ACTIVITIES                                           (77,121)            (275,362)
                                                                               ----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions of fixed assets                                                        (11,314)              (7,876)
                                                                               ----------------    -----------------

      NET CASH (USED IN) INVESTING ACTIVITIES                                          (11,314)              (7,876)
                                                                               ----------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITES
    Increase (decrease) in bank overdraft                                               (2,058)                  44
    Proceeds from loan payable, net                                                     43,330               (4,419)
    Proceeds from loan payable - related parties, net                                   47,163              287,613
                                                                               ----------------    -----------------

       NET CASH PROVIDED BY FINANCING ACTIVITIES                                        88,435              283,238
                                                                               ----------------    -----------------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                                                -                    -

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                                      -                    -
                                                                               ----------------    -----------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                  $ -                  $ -
                                                                               ================    =================

CASH PAID DURING THE PERIOD FOR:
    Interest expense                                                                   $ 1,671              $ 1,532
                                                                               ================    =================

SUPPLEMENTAL NONCASH INFORMATION:

    Equipment acquired from related party loan payable                                     $ -            $ 104,500
                                                                               ================    =================
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

<PAGE>


                           OSK CAPITAL II CORPORATION
              NOTES TO CONDENSED CONSOLIDTAED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE1-      ORGANIZATION AND BASIS OF PRESENTATION
            --------------------------------------

            The unaudited condensed consolidated financial statements included
            herein have been prepared, without audit, pursuant to the rules and
            regulations of the Securities and Exchange Commission ("SEC"). The
            condensed consolidated financial statements and notes are presented
            as permitted on Form 10-QSB and do not contain information included
            in the Company's annual consolidated statements and notes. Certain
            information and footnote disclosures normally included in financial
            statements prepared in accordance with accounting principles
            generally accepted in the United States of America have been
            condensed or omitted pursuant to such rules and regulations,
            although the Company believes that the disclosures are adequate to
            make the information presented not misleading. It is suggested that
            these condensed consolidated financial statements be read in
            conjunction with the September 30, 2005 audited financial statements
            and the accompanying notes thereto. While management believes the
            procedures followed in preparing these condensed consolidated
            financial statements are reasonable, the accuracy of the amounts are
            in some respects dependent upon the facts that will exist, and
            procedures that will be accomplished by the Company later in the
            year.

            These condensed consolidated unaudited financial statements reflect
            all adjustments, including normal recurring adjustments which, in
            the opinion of management, are necessary to present fairly the
            consolidated operations and cash flows for the periods presented.

            OSK Capital II Corporation (the "Company") was incorporated in the
            State of Nevada on March 2, 1999 to serve as a vehicle to effect a
            merger, exchange of capital stock, asset acquisition or other
            business combination with a domestic or foreign private business.
            Effective April 28, 2005, the Company achieved its objectives with
            the reverse merger and reorganization with Teliphone Inc., a
            Canadian company.

            Teliphone, Inc. was founded by its original parent company, United
            American Corporation, a publicly traded Florida Corporation, in
            order to develop a Voice-over-Internet-Protocol (VoIP) network which
            enables users to connect an electronic device to their internet
            connection at the home or office which permits them to make
            telephone calls to any destination phone number anywhere in the
            world. VoIP is currently growing in scale significantly in North
            America. Industry experts predict the VoIP offering to be one of the
            fastest growing sectors from now until 2009. This innovative new
            approach to telecommunications has the benefit of drastically
            reducing the cost of making these calls as the distances are covered
            over the Internet instead of over dedicated lines such as
            traditional telephony.

            Prior to its acquisition by the Company, Teliphone, Inc. had grown
            primarily in the Province of Quebec, Canada through the sale of its
            product offering in retail stores and over the internet. During this
            time, Teliphone had also expanded its network in order to offer
            services outside of the Province of Quebec, mainly in the Province
            of Ontario and the State of New York.


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
            --------------------------------------
            GOING CONCERN
            -------------

            As shown in the accompanying condensed consolidated financial
            statements the Company has incurred recurring losses of $67,659 and
            $210,395 for the three months ended December 31, 2005 and 2004, and
            has a working capital deficiency of $579,732 as of December 31,
            2005. The Company has recently emerged from the development stage
            and has just started generating revenues and is indebted to a
            related party for approximately $450,000. There is no guarantee that
            the Company will be able to raise enough capital or generate
            revenues to sustain its operations. These conditions raise
            substantial doubt about the Company's ability to continue as a going
            concern for a reasonable period.

            Management believes that the Company's capital requirements will
            depend on many factors. These factors include the increase in sales
            through existing channels as well as Teliphone's ability to continue
            to expand its distribution points and leveraging its technology into
            the commercial small business segments. Teliphone's strategic
            relationships with telecommunications interconnection companies,
            internet service providers and retail sales outlets has permitted
            the Company to achieve consistent monthly growth in acquisition of
            new customers.

            The Company will look to further develop its existing relationship
            with its wholesaler in India in order to take advantage of the
            strong growth in demand for its VoIP products worldwide.

            In the near term, the Company will continue to pursue bridge
            financing, in addition to the approximately $330,000 it raised
            through convertible debentures this year to assist them in meeting
            their current working capital needs. The Company's ability to
            continue as a going concern for a reasonable period is dependent
            upon management's ability to raise additional interim capital and,
            ultimately, achieve profitable operations. There can be no assurance
            that management will be able to raise sufficient capital, under
            terms satisfactory to the Company, if at all.

            The condensed consolidated financial statements do not include any
            adjustments relating to the carrying amounts of recorded assets or
            the carrying amounts and classification of recorded liabilities that
            may be required should the Company be unable to continue as a going
            concern.

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            ------------------------------------------

            PRINCIPLES OF CONSOLIDATION
            ---------------------------

            The condensed consolidated financial statements include the accounts
            of the Company and all of its wholly owned subsidiaries. All
            significant intercompany accounts and transactions have been
            eliminated in consolidation.


<PAGE>




                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------

            USE OF ESTIMATES
            ----------------

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions that
            affect the reported amounts of assets and liabilities and disclosure
            of contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenues and expenses during
            the reporting period. On an on-going basis, the Company evaluates
            its estimates, including, but not limited to, those related to
            investment tax credits, bad debts, income taxes and contingencies.
            The Company bases its estimates on historical experience and on
            various other assumptions that are believed to be reasonable under
            the circumstances, the results of which form the basis for making
            judgments about the carrying value of assets and liabilities that
            are not readily apparent from other sources. Actual results could
            differ from those estimates.

            CASH AND CASH EQUIVALENTS
            -------------------------

            The Company considers all highly liquid debt instruments and other
            short-term investments with an initial maturity of three months or
            less to be cash equivalents.

            COMPREHENSIVE INCOME
            --------------------

            The Company adopted Statement of Financial Accounting Standards No,
            130, "Reporting Comprehensive Income," (SFAS No. 130). SFAS No. 130
            requires the reporting of comprehensive income in addition to net
            income from operations.


            Comprehensive income is a more inclusive financial reporting
            methodology that includes disclosure of information that
            historically has not been recognized in the calculation of net
            income.

            INVENTORY
            ---------

            Inventory is valued at the lower of cost or market determined on a
            first-in-first-out basis. Inventory consisted only of finished
            goods.

            FAIR VALUE OF FINANCIAL INSTRUMENTS (OTHER THAN DERIVATIVE FINANCIAL
            --------------------------------------------------------------------
            INSTRUMENTS)
            ------------

            The carrying amounts reported in the consolidated balance sheet for
            cash and cash equivalents, and accounts payable approximate fair
            value because of the immediate or short-term maturity of these
            financial instruments. For the notes payable, the carrying amount
            reported is based upon the incremental borrowing rates otherwise
            available to the Company for similar borrowings. For the convertible
            debentures, fair values were calculated at net present value using
            the Company's weighted average borrowing rate for debt instruments
            without conversion features applied to total future cash flows of
            the instruments.


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------
            CURRENCY TRANSLATION
            --------------------

            For subsidiaries outside the United States that prepare financial
            statements in currencies other than the U.S. dollar, the Company
            translates income and expense amounts at average exchange rates for
            the year, translates assets and liabilities at year-end exchange
            rates and equity at historical rates. The Company records these
            translation adjustments as accumulated other comprehensive income
            (loss). Gains and losses from foreign currency transactions are
            included in other income (expense) in the results of operations. For
            the three months ended December 31, 2005 and 2004, the Company
            recorded approximately $2,090 and ($202) in transaction gains
            (losses) as a result of currency translation.


            RESEARCH AND DEVELOPMENT
            ------------------------

            The Company annually incurs costs on activities that relate to
            research and development of new products. Research and development
            costs are expensed as incurred. Certain of these costs are reduced
            by government grants and investment tax credits where applicable.


            REVENUE RECOGNITION
            -------------------

            When the Company emerged from the development stage with the
            acquisition of Teliphone, Inc. they began to recognize revenue from
            their VoIP services when the services were rendered and collection
            was reasonably assured.

            The Company also sells hardware components. These components are
            recognized upon delivery to the subscriber.

            ACCOUNTS RECEIVABLE
            -------------------

            The Company conducts business and extends credit based on an
            evaluation of the customers' financial condition, generally without
            requiring collateral. Exposure to losses on receivables is expected
            to vary by customer due to the financial condition of each customer.
            The Company monitors exposure to credit losses and maintains
            allowances for anticipated losses considered necessary under the
            circumstances. The Company has an allowance for doubtful accounts of
            $7,245 at December 31, 2005.

            Accounts receivable are generally due within 30 days and collateral
            is not required. Unbilled accounts receivable represents amounts due
            from customers for which billing statements have not been generated
            and sent to the customers.


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------

            INCOME TAXES
            ------------

            The Company accounts for income taxes utilizing the liability method
            of accounting. Under the liability method, deferred taxes are
            determined based on differences between financial statement and tax
            bases of assets and liabilities at enacted tax rates in effect in
            years in which differences are expected to reverse. Valuation
            allowances are established, when necessary, to reduce deferred tax
            assets to amounts that are expected to be realized.

            INVESTMENT TAX CREDITS
            ----------------------

            The Company claims investment tax credits as a result of incurring
            scientific research and experimental development expenditures.
            Investment tax credits are recognized when the related expenditures
            are incurred, and there is reasonable assurance of their
            realization. Management has made a number of estimates and
            assumptions in determining their expenditures eligible for the
            investment tax credit claim. It is possible that the allowed amount
            of the investment tax credit claim could be materially different
            from the recorded amount upon assessment by Revenue Canada and
            Revenue Quebec. The Company has estimated these investment tax
            credits to be $16,458 as of December 31, 2005. These credits however
            can be used to reduce future years' taxable income and they expire
            in 2015.

            CONVERTIBLE INSTRUMENTS
            -----------------------

            The Company reviews the terms of convertible debt and equity
            securities for indications requiring bifurcation, and separate
            accounting, for the embedded conversion feature. Generally, embedded
            conversion features where the ability to physical or net-share
            settle the conversion option is not within the control of the
            Company are bifurcated and accounted for as a derivative financial
            instrument. (See Derivative Financial Instruments below).
            Bifurcation of the embedded derivative instrument requires
            allocation of the proceeds first to the fair value of the embedded
            derivative instrument with the residual allocated to the debt
            instrument. The resulting discount to the face value of the debt
            instrument is amortized through periodic charges to interest expense
            using the Effective Interest Method.



<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------

            DERIVATIVE FINANCIAL INSTRUMENTS
            --------------------------------

            The Company generally does not use derivative financial instruments
            to hedge exposures to cash-flow or market risks. However, certain
            other financial instruments, such as warrants or options to acquire
            common stock and the embedded conversion features of debt and
            preferred instruments that are indexed to the Company's common
            stock, are classified as liabilities when either (a) the holder
            possesses rights to net-cash settlement or (b) physical or net share
            settlement is not within the control of the Company. In such
            instances, net-cash settlement is assumed for financial accounting
            and reporting, even when the terms of the underlying contracts do
            not provide for net-cash settlement. Such financial instruments are
            initially recorded at fair value and subsequently adjusted to fair
            value at the close of each reporting period. Fair value for
            option-based derivative financial instruments is determined using
            the Black-Scholes Valuation Method. The Company's convertible
            debenture did not constitute a derivative.

            ADVERTISING COSTS
            -----------------

            The Company expenses the costs associated with advertising as
            incurred. Advertising expenses for the three months ended December
            31, 2005 and 2004 are included in general and administrative
            expenses in the consolidated statements of operations.

            FIXED ASSETS
            ------------

            Fixed assets are stated at cost. Depreciation is computed using the
            straight-line method over the estimated useful lives of the assets;
            automobiles - 3 years, computer equipment - 3 years, and furniture
            and fixtures - 5 years.

            When assets are retired or otherwise disposed of, the costs and
            related accumulated depreciation are removed from the accounts, and
            any resulting gain or loss is recognized in income for the period.
            The cost of maintenance and repairs is charged to income as
            incurred; significant renewals and betterments are capitalized.
            Deduction is made for retirements resulting from renewals or
            betterments.



<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------

            IMPAIRMENT OF LONG-LIVED ASSETS
            -------------------------------

            Long-lived assets, primarily fixed assets, are reviewed for
            impairment whenever events or changes in circumstances indicate that
            the carrying amount of the assets might not be recoverable. The
            Company does not perform a periodic assessment of assets for
            impairment in the absence of such information or indicators.
            Conditions that would necessitate an impairment assessment include a
            significant decline in the observable market value of an asset, a
            significant change in the extent or manner in which an asset is
            used, or a significant adverse change that would indicate that the
            carrying amount of an asset or group of assets is not recoverable.
            For long-lived assets to be held and used, the Company recognizes an
            impairment loss only if its carrying amount is not recoverable
            through its undiscounted cash flows and measures the impairment loss
            based on the difference between the carrying amount and estimated
            fair value.

            (LOSS) PER SHARE OF COMMON STOCK
            --------------------------------

            Basic net (loss) per common share is computed using the weighted
            average number of common shares outstanding. Diluted earnings per
            share (EPS) includes additional dilution from common stock
            equivalents, such as stock issuable pursuant to the exercise of
            stock options and warrants. Common stock equivalents were not
            included in the computation of diluted earnings per share when the
            Company reported a loss because to do so would be antidilutive for
            periods presented.

            The following is a reconciliation of the computation for basic and
            diluted EPS:

<TABLE>
<CAPTION>

                                                    DECEMBER 31,           DECEMBER 31,
                                                        2005                   2004
                                                 ------------------    -------------------

<S>                                                       <C>                   <C>
            Net loss                                     $ (67,659)            $ (210,395)
                                                 ------------------    -------------------

            Weighted-average common shares
            Outstanding (Basic)                         31,089,520              3,416,000

            Weighted-average common stock
            Equivalents
            Stock options                                        -                      -
            Warrants                                             -                      -
                                                 ------------------    -------------------

            Weighted-average common shares
            Outstanding (Diluted)                       31,089,520              3,416,000
                                                 ==================    ===================
</TABLE>


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------

            (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)
            --------------------------------

            The Company has not issued options or warrants to purchase stock in
            these periods. If there were options or warrants outstanding they
            would not be included in the computation of diluted EPS because
            inclusion would have been antidilutive.

            STOCK-BASED COMPENSATION
            ------------------------

            The Company measures compensation expense for its employee
            stock-based compensation using the intrinsic-value method. Under the
            intrinsic-value method of accounting for stock-based compensation,
            when the exercise price of options granted to employees and common
            stock issuances are less than the estimated fair value of the
            underlying stock on the date of grant, deferred compensation is
            recognized and is amortized to compensation expense over the
            applicable vesting period. In each of the periods presented, the
            vesting period was the period in which the options were granted. All
            options were expensed to compensation in the period granted rather
            than the exercise date.

            The Company measures compensation expense for its non-employee
            stock-based compensation under the Financial Accounting Standards
            Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,
            "Accounting for Equity Instruments that are Issued to Other Than
            Employees for Acquiring, or in Conjunction with Selling, Goods or
            Services". The fair value of the option issued is used to measure
            the transaction, as this is more reliable than the fair value of the
            services received. The fair value is measured at the value of the
            Company's common stock on the date that the commitment for
            performance by the counterparty has been reached or the
            counterparty's performance is complete. The fair value of the equity
            instrument is charged directly to compensation expense and
            additional paid-in capital.

            SEGMENT INFORMATION
            -------------------

            The Company follows the provisions of SFAS No. 131, "Disclosures
            about Segments of an Enterprise and Related Information". This
            standard requires that companies disclose operating segments based
            on the manner in which management disaggregates the Company in
            making internal operating decisions. Despite the Company's
            subsidiary, Teliphone, Inc. incurring sales of hardware components
            for the VoiP service as well as the service itself, the hardware
            sales are only necessary to receive the service. The Company does
            not consider this a separate segment of their business. In less than
            5% of the cases is Teliphone, Inc. selling hardware without service
            or service without the hardware, therefore has not segregated their
            business.


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------

            RECENT ACCOUNTING PRONOUNCEMENTS
            --------------------------------

            On December 16, 2004, the Financial Accounting Standards Board
            ("FASB") published Statement of Financial Accounting Standards No.
            123 (Revised 2004), "Share-Based Payment" ("SFAS 123R"). SFAS 123R
            requires that compensation cost related to share-based payment
            transactions be recognized in the financial statements. Share-based
            payment transactions within the scope of SFAS 123R include stock
            options, restricted stock plans, performance-based awards, stock
            appreciation rights, and employee share purchase plans. The
            provisions of SFAS 123R, as amended, are effective for small
            business issuers beginning as of the next fiscal year after December
            15, 2005.

NOTE 3-     FIXED ASSETS
            ------------

            Fixed assets as of December 31, 2005 were as follows:

                                             Estimated Useful
                                              Lives (Years)
                                              -------------

            Furniture and fixtures                  5                   $324
            Computer equipment                      3                158,151
            Vehicles                                5                 32,789
                                                                      ------

                                                                     191,264
            Less: accumulated depreciation                            36,134
                                                                      ------
            Property and equipment, net                            $ 155,130
                                                                   =========

            There was $12,583 and $4,210 charged to operations for depreciation
            expense for the three months ended December 31, 2005 and 2004,
            respectively.

            The Company had acquired assets of a related entity in April 2005,
            United American Corporation that related to United American
            Corporations use of the Company's VoIP services. These assets,
            included in fixed assets amounted to $104,500.

NOTE 4-     LOANS PAYABLE
            -------------

            The Company entered into loans payable with non-related parties
            originally due October 23, 2004 at 5% interest per annum. The loans
            were extended to May 31, 2006. The notes are unsecured.
            Additionally, the Company has been advanced $50,000 by a non-related
            party with no interest or specific repayment terms.

            The balance of the loans payable at December 31, 2005 is $77,701.
            There is no accrued interest on the loan at December 31, 2005.
            Interest expense for the three months ended December 31, 2005 and
            2004 amounted to $1,671 and $1,532, respectively.


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 5-     LOANS PAYABLE - RELATED PARTIES
            -------------------------------

            The Company entered into a loan payable with United American
            Corporation, a company with common directors of the Company. The
            loans payable are non-interest bearing, unsecured and are due on
            demand.

            The loan is the result of United American Corporation funding
            working capital to the Company as it began operations. The Company
            does anticipate repayment of these loans over the next year as
            operations increases and the Company becomes cash flow positive. The
            Company and United American Corporation in February 2006, agreed to
            repay the loans payable - related parties in the form of common
            stock of the Company. The repayment will include all amounts owed
            through December 31, 2005 and any amounts advanced in 2006 up
            through the repayment date.

NOTE 6-     CONVERTIBLE DEBENTURES
            ----------------------

            On August 11, 2005, the Company entered into 10% Convertible
            Debentures (the "Debentures") with various individuals. The
            Debentures had a maturity date of August 11, 2008, and incurred
            interest at a rate of 10% per annum.

            The Debentures can either be paid to the holders on August 11, 2008
            or converted at the holders' option any time up to maturity at a
            conversion price equal to eighty percent (80%) of the average
            closing price of the common stock as listed on a Principal Market
            for the five (5) trading days immediately proceeding the conversion
            date. If the common stock is not traded on a Principal Market, the
            conversion price shall mean the closing bid price as furnished by
            the National Association of Securities Dealers, Inc. The holder
            agrees that it shall not convert the Debentures prior to August 12,
            2005, if on a conversion date the closing price of the common stock
            on any of the five (5) trading days immediately proceeding the
            applicable conversion date id $.50 per share or less. The Company's
            stock was not trading on a Principal Market as of August 12, 2005,
            and therefore the holders all converted their debentures at $.50 per
            share. The total Debentures issued by the Company was $331,760 and
            the Company issued 663,520 shares of common stock in conversion of
            the debentures. The convertible debentures met the definition of
            hybrid instruments, as defined in SFAS 133, Accounting for
            Derivative Instruments and Hedging Activities (SFAS No. 133). The
            hybrid instruments are comprised of a i) a debt instrument, as the
            host contract and ii) an option to convert the debentures into
            common stock of the Company, as an embedded derivative. The embedded
            derivative derives its value based on the underlying fair value of
            the Company's common stock. The Embedded Derivative is not clearly
            and closely related to the underlying host debt instrument since the
            economic characteristics and risk associated with this derivative
            are based on the common stock fair value. There was no derivative
            liability recognized due to the conversion of the debenture into
            shares of common stock at he time the debenture agreement was
            entered into.

            The embedded derivative did not qualify as a fair value or cash flow
            hedge under SFAS No. 133.

            There was no interest charged due to the debentures being converted
            immediately.


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 7-     COMMITMENTS
            -----------

            On August 23, 2005, Teliphone, Inc. entered into a marketing and
            distribution rights with Podar Infotech Ltd. The five year renewable
            agreement grants Podar the exclusive marketing and distribution
            rights for the Company's products and services for India, China, Sri
            Lanka, Russia and UAE for which the Company will receive
            contractually agreed payments. No payments have been made or accrued
            as of December 31, 2005.

            Teliphone, Inc. has entered into a lease agreement for its offices,
            which expires on July 31, 2010. Minimum rental for the next five
            years and in the aggregate approximate:

            Period Ended
            December 31
            -----------

            2006                                         $  50,835
            2007                                            50,835
            2008                                            50,835
            2009                                            50,835
            2010                                            29,655
                                                         ---------
                                                          $232,995

            The lease contains an escalation clause regarding property taxes,
            electricity, heating, maintenance and repairs.

            On December 7, 2005, the Company entered into, in conjunction with
            United American Corporation, a related party, a Customer and Asset
            Acquisition and Software Licensing Agreement with Iphonia, Inc., a
            Quebec corporation.

            The Agreement requires transfer of Iphonia Inc.'s. clients and
            services to the Company along with the sale of various
            telecommunications equipment.

NOTE 8-     STOCKHOLDERS' DEFICIT
            ---------------------

            COMMON STOCK
            ------------

            As of December 31, 2005, the Company has 125,000,000 shares of
            common stock authorized with a par value of $.001.

            The Company has 31,089,520 shares issued and outstanding as of
            December 31, 2005.

            On September 30, 2004, the Company had 3,216,000 shares issued and
            outstanding. On April 28, 2005, the Company entered into a reverse
            merger upon the acquisition of Teliphone, Inc. and issued 27,010,000
            shares of common stock to the shareholders of Teliphone, Inc. in
            exchange for all of the outstanding shares of stock of Teliphone,
            Inc. Thus the Company had 30,426,000 shares issued and outstanding.


<PAGE>


                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 8-     STOCKHOLDERS' DEFICIT (DEFICIT)
            -------------------------------

            In August 2005, the Company issued 663,520 shares for in conversion
            of convertible debentures that the Company received $331,760 in cash
            for.


NOTE 9-     PROVISION FOR INCOME TAXES
            --------------------------

            Deferred income taxes are determined using the liability method for
            the temporary differences between the financial reporting basis and
            income tax basis of the Company's assets and liabilities. Deferred
            income taxes are measured based on the tax rates expected to be in
            effect when the temporary differences are included in the Company's
            tax return. Deferred tax assets and liabilities are recognized based
            on anticipated future tax consequences attributable to differences
            between financial statement carrying amounts of assets and
            liabilities and their respective tax bases.

            At December 31, 2005 and 2004, deferred tax assets consist of the
            following:


                                                     2005            2004
                                                     ----            ----
            Net operating losses                  $ 268,117       $ 81,575

            Valuation allowance                    (268,117)       (81,575)
                                            -------------------------------

                                                        $ -            $ -
                                            ===============================

            At December 31, 2005, the Company had a net operating loss
            carryforward in the approximate amount of $788,579, available to
            offset future taxable income through 2025. The Company established
            valuation allowances equal to the full amount of the deferred tax
            assets due to the uncertainty of the utilization of the operating
            losses in future periods.

            A reconciliation of the Company's effective tax rate as a percentage
            of income before taxes and federal statutory rate for the periods
            ended December 31, 2005 and 2004 is summarized as follows:


<TABLE>
<CAPTION>

                                                            ---------------     ----------------

                                                                 2005                2004
                                                            ---------------     ----------------

<S>                                                            <C>                  <C>
            Federal statutory rate                             (34.0)%              (34.0)%

            State income taxes, net of federal benefits          3.3                  3.3

            Valuation allowance                                 30.7                 30.7
                                                            ---------------     ----------------
                                                                  0%                   0%
                                                            ===============     ================
</TABLE>


NOTE 10-    The Company and United American Corporation in February 2006, agreed
            to repay the loans payable - related parties in the form of common
            stock of the Company. The repayment will include all amounts owed
            through December 31, 2005 and any amounts advanced in 2006 up
            through the repayment date.


<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION

Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this Form 10-QSB, including, without limitation, statements related to
anticipated cash flow sources and uses, and words including but not limited to
"anticipates", "believes", "plans", "expects", "future" and similar statements
or expressions, identify forward looking statements. Any forward-looking
statements herein are subject to certain risks and uncertainties in the
Company's business, including but not limited to, reliance on key customers and
competition in its markets, market demand, product performance, technological
developments, maintenance of relationships with key suppliers, difficulties of
hiring or retaining key personnel and any changes in current accounting rules,
all of which may be beyond the control of the Company. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth therein.

Management's Discussion and Analysis of Consolidated Results of Financial
Condition or Plan of Operation ("MD&A") should be read in conjunction with the
consolidated financial statements included herein. Further, this quarterly
report on Form 10-QSB should be read in conjunction with the Company's
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in its 2005 Annual Report on Form 10-KSB. In addition, you are urged to
read this report in conjunction with the risk factors described in the 2005
Annual Report on Form 10-KSB.

OSK Capital II Corporation (the "Company") was incorporated in the State of
Nevada on March 2, 1999 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination with a domestic
or foreign private business. Effective April 28, 2005, the Company achieved its
objectives with the reverse merger and reorganization with Teliphone Inc., a
Canadian company.

As part of the merger and reorganization with Teliphone Inc., we became a
majority owned subsidiary of Teliphone Inc.'s parent company, United American
Corporation, a Florida Corporation trading on the NASD OTCBB under the symbol
UAMA. United American Corporation management now proposes to spin-off OSK
Capital II Corp.

Our overall corporate strategy is to build a subscriber base of both residential
and business customers who purchase telecommunications services on a monthly
basis, as well as wholesale technology and telecommunications solutions to Tier
1 & Tier 2 telecommunications companies Teliphone, Inc. was founded by its
original parent company, United American Corporation, a publicly traded Florida
Corporation, in order to develop a Voice-over-Internet-Protocol (VoIP) network
which enables users to connect an electronic device to their internet connection
at the home or office which permits them to make telephone calls to any
destination phone number anywhere in the world. VoIP is currently growing in
scale significantly in North America. Industry experts predict the VoIP offering
to be one of the fastest growing sectors from now until 2009. This innovative
new approach to telecommunications has the benefit of drastically reducing the
cost of making these calls as the distances are covered over the Internet
instead of over dedicated lines such as traditional telephony.

Prior to its acquisition by the Company, Teliphone, Inc. had grown primarily in
the Province of Quebec, Canada through the sale of its product offering in
retail stores and over the internet. During this time, Teliphone had also
expanded its network in order to offer services outside of the Province of
Quebec, mainly in the Province of Ontario and the State of New York.


<PAGE>


                              RESULTS OF OPERATIONS
                              ---------------------

                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005
                  ---------------------------------------------


Results of Operations
---------------------

The Company's condensed consolidated balance sheet as of the three months ended
December 31, 2005, had assets consisting of accounts receivable in the amount of
$58,320, income tax receivable (Canadian Research and Development Tax Credits)
of $16,458, inventory of $51,652 and prepaid expenses of $20,515, fixed assets
of $155,130, but no cash. The Company has expended its cash in furtherance of
its business plan, including primarily expenditure of funds to pay legal and
accounting expenses. Consequently, the Company's condensed consolidated balance
sheet as of December 31, 2005 reflects an accumulated deficit of ($788,579) and
a stockholders' deficit of ($424,602).

The Company recorded sales of $87,011 for the three months ended December 31,
2005 as compared to $36,105 for the three months ended December 31, 2004. The
Company's cost of sales were $102,246 for the three months ended December 31,
2005 compared to $133,266 for the three months ended December 31, 2004,
primarily as a consequence of an decrease in the cost of purchasing inventory.
The Company's aggregate operating expenses were $50,753 for the three months
ended December 31, 2005 compared to $111,702 for the three months ended December
31, 2004. Interest expense for the three months ended December 31, 2005 was
$1,671 and $1,532 respectively. As a result, the Company had a net loss of
($67,659) for the three months ended December 31, 2005 compared to a net loss of
($210,395) for the three months ended December 31, 2004.

PLAN OF OPERATIONS AND NEED FOR ADDITIONAL FINANCING
----------------------------------------------------

The Company's plan of operations for most of 2005 and 2006 is to build a
subscriber base of both residential and business customers who purchase
telecommunications services on a monthly basis, as well as wholesale technology
and telecommunications solutions to Tier 1 & Tier 2 telecommunications
companies.

The Company will require additional capital in order to pay the costs associated
with developing its business plan. Currently, the Company is a party to a cash
advance agreement between related companies 3894517 Canada Inc. and Teliphone
Inc. Pursuant to this agreement, the Company will be advances funds on an "as
needed" basis. These funds will be re-paid in the form of restricted shares of
the Company's common stock once we are listed and trading on a North American
stock exchange. The price of conversion of the outstanding obligations will be
at the equivalent of the last 22 day average trading price based on the date of
issuance of our common stock. Even though we have secured adequate funding, no
assurances can be provided that our business activities will generate sufficient
revenues which may result in net profits for the Company. Our auditors have
raised substantial doubt as to our ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. When preparing our financial statements, we make estimates and
judgments that affect the reported amounts on our balance sheets and income
statements, and our related disclosure about contingent assets and liabilities.
We continually evaluate our estimates, including those related to revenue,
allowance for doubtful accounts, reserves for income taxes, and litigation. We
base our estimates on historical experience and on various other assumptions,
which we believe to be reasonable in order to form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily ascertained from other sources. Actual results may deviate from these
estimates if alternative assumptions or condition are used.

<PAGE>

USE OF ESTIMATES
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an on-going basis, the Company evaluates its
estimates, including, but not limited to, those related to investment tax
credits, bad debts, income taxes and contingencies. The Company bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results could differ
from those estimates.

INVENTORIES
-----------

Inventories are stated at the lower of cost to purchase and/or manufacture the
inventory or the current estimated market value of the inventory. We regularly
review our inventory quantities on hand and record a provision for excess and
obsolete inventory based primarily on our estimated forecast of product demand
and/or our ability to sell the products and production requirements. Demand for
the our products can fluctuate significantly. Factors which could affect demand
for our products include unanticipated changes in consumer preferences, general
market conditions or other factors, which may result in cancellations of advance
orders or a reduction in the rate of reorders placed by customers and/or
continued weakening of economic conditions. Additionally, our estimates of
future product demand may be inaccurate, which could result in an understated or
overstated provision required for excess and obsolete inventory. Our estimates
are based upon our understanding of historical relationships which can change at
anytime.


CURRENCY TRANSLATION
--------------------

For subsidiaries outside the United States that prepare financial statements in
currencies other than the U.S. dollar, the Company translates income and expense
amounts at average exchange rates for the year, translates assets and
liabilities at year-end exchange rates and equity at historical rates. The
Company records these translation adjustments as accumulated other comprehensive
income (loss). Gains and losses from foreign currency transactions are included
in other income (expense) in the results of operations. For the three months
ended December 31, 2005 and 2004, the Company recorded approximately $2,090 and
($202) in transaction gains (losses) as a result of currency translation.


RESEARCH AND DEVELOPMENT
------------------------

The Company annually incurs costs on activities that relate to research and
development of new products. Research and development costs are expensed as
incurred. Certain of these costs are reduced by government grants and investment
tax credits where applicable.

REVENUE RECOGNITION
-------------------

When the Company emerged from the development stage with the acquisition of
Teliphone, Inc. they began to recognize revenue from their VoIP services when
the services were rendered and collection was reasonably assured.

The Company also sells hardware components. These components are recognized upon
delivery to the subscriber.

ACCOUNTS RECEIVABLE
-------------------

The Company conducts business and extends credit based on an evaluation of the
customers' financial condition, generally without requiring collateral. Exposure
to losses on receivables is expected to vary by customer due to the financial
condition of each customer. The Company monitors exposure to credit losses and
maintains allowances for anticipated losses considered necessary under the
circumstances. The Company has an allowance for doubtful accounts of $7,245 at
December 31, 2005.


<PAGE>

Accounts receivable are generally due within 30 days and collateral is not
required. Unbilled accounts receivable represents amounts due from customers for
which billing statements have not been generated and sent to the customers.

INCOME TAXES
------------

The Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined based on
differences between financial statement and tax bases of assets and liabilities
at enacted tax rates in effect in years in which differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to amounts that are expected to be realized.

STOCK-BASED COMPENSATION
------------------------

The Company measures compensation expense for its employee stock-based
compensation using the intrinsic-value method. Under the intrinsic-value method
of accounting for stock-based compensation, when the exercise price of options
granted to employees and common stock issuances are less than the estimated fair
value of the underlying stock on the date of grant, deferred compensation is
recognized and is amortized to compensation expense over the applicable vesting
period. In each of the periods presented, the vesting period was the period in
which the options were granted. All options were expensed to compensation in the
period granted rather than the exercise date.

SEGMENT INFORMATION
-------------------

The Company follows the provisions of SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information". This standard requires that companies
disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions. Despite the
Company's subsidiary, Teliphone, Inc. incurring sales of hardware components for
the VoiP service as well as the service itself, the hardware sales are only
necessary to receive the service. The Company does not consider this a separate
segment of their business. In less than 5% of the cases is Teliphone, Inc.
selling hardware without service or service without the hardware, therefore has
not segregated their business.

RECENT ACCOUNTING PRONOUNCEMENTS
---------------------------------

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 123 R (As amended) Accounting for Stock-Based Compensation. This statement
is a revision of FASB Statement No 123 and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods and
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods and services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. For public entities that are not small business issuers, the
implementation of this Statement is required as of the beginning of the first
interim or annual reporting period after June 15, 2005. For public entities that
are small business issuers, the implementation of this Statement, is required as
of the beginning of the first interim or annual reporting period after December
15, 2005. Management is required to implement this Statements beginning in
fiscal year beginning on January 1, 2006 and they are currently evaluating the
impact of implementation of this Statement on the Company.

<PAGE>


ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Principal Financial
Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as of the end of the period covered by this report. Based on that evaluation,
our Chief Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures as of December 31, 2005were effective to
ensure that information required to be disclosed by us in reports that we file
or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms.

There have been no material changes in our internal controls over financial
reporting or in other factors that could materially affect, or are reasonably
likely to affect, our internal controls over financial reporting during the
quarter ended December 31, 2005.








<PAGE>




    PART II OTHER INFORMATION
    -------------------------

Item 1.  Legal Proceedings
         -----------------
            Not applicable

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
        ------------------------------------------------------------
            None.

Item 3.  Defaults upon Senior Securities
         -------------------------------
            Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

            None.

Item 5.  Other Information
         -----------------
            Not applicable

Item 6.  Exhibits
         ---------
          A. Exhibits:

            31.1  Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act.

            31.2  Certification of Principal Financial and Accounting Officer
                  Pursuant to Section 302 of the Sarbanes-Oxley Act.

            32.1  Certification of Chief Executive Officer Pursuant to Section
                  906 of the Sarbanes-Oxley Act.

            32.2  Certification of Principal Financial and Accounting Officer
                  Pursuant to Section 906 of the Sarbanes-Oxley Act.





<PAGE>



                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934 the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                                            OSK CAPITAL II CORP.

                                                          By /s/ George Metrakos
                                             -----------------------------------
                                                         Chief Executive Officer

                                                             Date: March 2, 2006


                                                           By/s/ George Metrakos
                                             -----------------------------------
                                                        Chief Accounting Officer

                                                             Date: March 2, 2006



<PAGE>




--------------------------------------------------------------------------------



                                  Exhibit Index

EXHIBIT NO.    DESCRIPTION
----------     -----------------------------------------------------------------

31.1           Certification of Chief Executive Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act.

31.2           Certification of Principal Financial and Accounting Officer
               Pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1           Certification of Chief Executive Officer Pursuant to Section 906
               of the Sarbanes-Oxley Act.

32.2           Certification of Principal Financial and Accounting Officer
               Pursuant to Section 906 of the Sarbanes-Oxley Act.