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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                  FORM 10-QSB/A

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

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


            NEVADA                     000-28793                84-1491673
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)     (I.R.S. EMPLOYER
   OF INCORPORATION OR                                       IDENTIFICATION NO.)
     ORGANIZATION)

 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|

                                EXPLANATORY NOTE
                                ----------------

This filing has been updated to reflect the adjustments in the Form 10-KSB/A for
the year ended September 30, 2005.

<PAGE>





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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)


         Condensed 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 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

                                                                    US$
                                                                    ---

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>

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

COST OF SALES
  Inventory, beginning of period                                    32,468            25,134
  Purchases and cost of VoIP services                              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)       $    (0.01)
                                                            =============== =================

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                          31,089,520        30,426,000
                                                            =============== =================

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>

                                                                                            US$
                                                                                 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

  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                                                              (11,552)             (64,765)
                                                                            ----------------    -----------------

     NET CASH (USED IN) OPERATING ACTIVITIES                                        (79,211)            (275,160)
                                                                            ----------------    -----------------

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

Effect of foreign currency transalation                                               2,090                 (202)
                                                                            ----------------    -----------------

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 CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 1-  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 April 7,  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's  functional  currency is the
         Canadian  dollar,  whiles the Company  reports  its  currency in the US
         dollar.   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.

         The Company  typically sells the hardware device at a subsidized  price
         in  order  to  reduce  the  barrier  to entry  for the  service  by the
         customer,  who then agrees to continue the service for a minimum of one
         year.  The cost of the hardware is recovered  through  monthly  service
         revenues.  The price of the  hardware is  therefore  determined  on the
         sales incentive program that the Company uses.

         The  hardware  device  is  locked  in order to only  enable it with the
         Company's  services.  Therefore,  after the  service  contract,  if the
         customer does not renew,  the device becomes  unusable by the customer.
         In some cases, the early termination of service prior to the end of the
         contract  term,  results  in a penalty  which  permits  the  Company to
         recover any subsidized costs upon cancellation of the contract.

         Cancellation fees were minor, and included in revenue upon cancellation
         of the related contract.


<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)
         ------------------------------------------
         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.

         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             30,426,000

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

         Weighted-average common shares
         Outstanding (Diluted)                        31,089,520             30,426,000
                                               ==================    ===================
</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. (See Note 10).

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.  As of April 74,  2006,  the  Company  has not closed on the
         transaction.

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>


<PAGE>

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



NOTE 10- SUBSEQUENT EVENT
         ----------------

         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 April 7, 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  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, 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,  and has recorded the full value of
the stock issued for services as a general, selling, and administrative expense.
Consequently,  the Company's balance sheet as of the three months ended December
31, 2005 reflects a deficit accumulated 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.  As a result,  the Company had a net loss of  ($65,988)  for the three
months ended  December  31, 2005  compared to a net loss of  ($208,863)  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.

<PAGE>

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.

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.

<PAGE>

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.



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.

















                                    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: April 7, 2006


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

                                                             Date: April 7, 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.