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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006; OR


|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                          ____________ TO ____________

                         Commission file number: 0-28793

                              OSK CAPITAL II CORP.

             (Exact name of registrant as specified in its charter)


           Nevada                                      84-1491673
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

          1080 Beaver Hall, Suite 1555, Montreal, Quebec H2Z 1S8 CANADA

               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 514-313-6010

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

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                                  COMMON STOCK
                                (Title of Class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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


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

As of June 30, 2006, there were 31,089,520 shares of the registrant's common
stock outstanding.

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


<PAGE>

                        --------------------------------
                                TABLE OF CONTENTS
                        --------------------------------
                                                                    Page Numbers
                                                                    ------------

PART I - FINANCIAL INFORMATION

Item  1.     Financial Statements.
               o  Condensed Consolidated Balance Sheets                    2-3
               o  Condensed Consolidated Statements of Income              4
               o  Condensed Consolidated Statements of Cash Flows          5
               o  Notes to Condensed Consolidated Financial Statements     6-9

Item 2.      Management Discussion & Analysis or Plan of Operations.       10-14
Item 3.      Controls and Procedures                                       15

PART II - OTHER INFORMATION

Item  1.     Legal Proceedings                                             16
Item  2.     Unregistered Sales of Equity Securities and Use of Proceeds   16
Item  3.     Defaults Upon Senior Securities                               16
Item  4.     Submission of Matters to a Vote of Security Holders           16
Item  5      Other Information                                             16
Item  6.     Exhibits and Reports on Form 8-K                              16


<PAGE>

                           OSK CAPITAL II CORPORATION
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 2006 AND 2005


<PAGE>

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of June 30, 2006

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
   for the Nine and Three Months Ended  June 30, 2006 and 2005

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
   June 30, 2006 and 2005

Notes to Condensed Consolidated Financial Statements

<PAGE>

                           OSK CAPITAL II CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2006
                                  (UNAUDITED)

                         ASSETS

                                                                         US$
                                                                      ---------

Current Assets:
  Cash and cash equivalents                                           $      --
  Accounts receivable, net                                               25,770
  Investment tax credit receivable                                       17,191
  Inventory                                                              15,862
  Prepaid expenses and other current assets                              10,142
                                                                      ---------

    Total Current Assets                                                 68,965
                                                                      ---------

  Fixed assets, net of depreciation                                     127,537
                                                                      ---------

TOTAL ASSETS                                                          $ 196,502
                                                                      =========

        LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
  Bank overdraft                                                      $   2,692
  Loan payable                                                           86,926
  Loan payable - related parties                                        696,671
  Accounts payable and accrued expenses                                  63,904
                                                                      ---------

      Total Current Liabilities                                         850,193
                                                                      ---------

      Total Liabilities                                                 850,193
                                                                      ---------

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                                                  (978,937)
  Accumulated other comprehensive income (loss)                         (76,484)
                                                                      ---------

      Total Stockholders' (Deficit)                                    (653,691)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                         $ 196,502
                                                                      =========

   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 NINE AND THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                US $                                  US $
                                                         NINE MONTHS ENDED                     THREE MONTHS ENDED
                                                              JUNE 30,                              JUNE 30,
                                                      2006               2005               2006               2005
                                                  ------------       ------------       ------------       ------------
<S>                                               <C>                <C>                <C>                <C>
OPERATING REVENUES
  Revenues                                        $    290,723       $    161,228       $     95,994       $     82,416
                                                  ------------       ------------       ------------       ------------

COST OF SALES
  Inventory, beginning of period                        32,468             25,134             20,014            121,236
  Purchases and cost of VoIP services                  279,470            282,440             85,083             32,154
  Inventory, end of period                             (15,862)          (102,490)           (15,862)          (102,490)
                                                  ------------       ------------       ------------       ------------
       Total Cost of Sales                             296,076            205,084             89,235             50,900
                                                  ------------       ------------       ------------       ------------

GROSS PROFIT (LOSS)                                     (5,353)           (43,856)             6,759             31,516
                                                  ------------       ------------       ------------       ------------

OPERATING EXPENSES
   Selling and promotion                                24,416            157,930              5,601             49,164
   Professional and consulting fees                     47,710             89,189              8,480             26,207
   Wages and commissions                               104,664             26,448             46,809             14,613
   Other general and administrative expenses            39,970             31,403             11,432              7,633
   Depreciation                                         33,602             24,031             12,364              9,468
                                                  ------------       ------------       ------------       ------------
       Total Operating Expenses                        250,362            329,001             84,686            107,085
                                                  ------------       ------------       ------------       ------------

LOSS BEFORE OTHER INCOME (EXPENSE)                    (255,715)          (372,857)           (77,927)           (75,569)

OTHER INCOME (EXPENSE)
   Interest expense                                       (648)           (10,320)              (391)            (6,602)
   Loss on disposal of assets                           (1,654)                --             (1,654)                --
                                                  ------------       ------------       ------------       ------------
       Total Other Income (Expense)                     (2,302)           (10,320)            (2,045)            (6,602)
                                                  ------------       ------------       ------------       ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES            (258,017)          (383,177)           (79,972)           (82,171)
Provision for Income Taxes                                  --                 --                 --                 --
                                                  ------------       ------------       ------------       ------------

NET LOSS APPLICABLE TO COMMON SHARES              $   (258,017)      $   (383,177)      $    (79,972)      $    (82,171)
                                                  ============       ============       ============       ============

NET LOSS PER BASIC AND DILUTED SHARES             $      (0.01)      $      (0.11)      $      (0.00)      $      (0.02)
                                                  ============       ============       ============       ============

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

COMPREHENSIVE INCOME (LOSS)
     Net loss                                     $   (258,017)      $   (383,177)      $    (79,972)      $    (82,171)
     Other comprehensive income (loss)
         Currency translation adjustments              (36,641)           (18,849)           (36,394)           (36,692)
                                                  ------------       ------------       ------------       ------------
Comprehensive income (loss)                       $   (294,658)      $   (402,026)      $   (116,366)      $   (118,863)
                                                  ============       ============       ============       ============
</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 NINE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       US$
                                                                              2006            2005
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                $  (258,017)    $  (383,177)
                                                                           -----------     -----------

   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation                                                               33,602          24,031
     Loss on disposal of assets                                                  1,654              --

  Changes in assets and liabilities
     (Increase) decrease in accounts receivable                                 37,293         (41,790)
     (Increase) decrease in investment tax credit receivable                      (689)             --
     (Increase) decrease in inventory                                           16,606         (77,356)
     (Increase) decrease in prepaid expenses and other current assets           12,479          (7,697)
     Increase (decrease) in accounts payable and
       and accrued expenses                                                    (85,527)          2,943
                                                                           -----------     -----------
     Total adjustments                                                          15,418         (99,869)
                                                                           -----------     -----------

     Net cash (used in) operating activities                                  (242,599)       (483,046)
                                                                           -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions of fixed assets                                                 (6,394)         (7,876)
                                                                           -----------     -----------

      Net cash (used in) investing activities                                   (6,394)         (7,876)
                                                                           -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITES
    Increase (decrease) in bank overdraft                                       (4,452)          3,683
    Proceeds from loan payable, net                                             52,554          69,471
    Proceeds from loan payable - related parties, net                          237,532         436,617
                                                                           -----------     -----------

       Net cash provided by financing activities                               285,634         509,771
                                                                           -----------     -----------

Effect of foreign currency transalation                                        (36,641)        (18,849)
                                                                           -----------     -----------

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                                                       $     6,753     $     3,718
                                                                           ===========     ===========

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
                             JUNE 30, 2006 AND 2005

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 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 ahd 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)
                             JUNE 30, 2006 AND 2005

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 $258,017 and
            $383,177 for the nine months ended June 30, 2006 and 2005, and has a
            working capital deficiency of $781,228 as of June 30, 2006. The
            Company has recently emerged from the development stage and has just
            started generating revenues and is indebted to a related party for
            approximately $700,000. 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. Additionally, the Company sold approximately 25% of
            Teliphone to Intelco Communications which will bring further
            opportunity and working capital to the Company.

            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)
                             JUNE 30, 2006 AND 2005

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)
                             JUNE 30, 2006 AND 2005

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 nine months
            ended June 30, 2006 and 2005, the Company recorded approximately
            ($36,041) and ($18,849) 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 customer
            equipment purchased as follows:

            VoIP Service Revenue

            Substantially all of the Company's revenues are derived primarily
            from monthly subscription fees that customers are charged under the
            Company's service plans. Monthly subscription fees are generally
            charged to customers' credit cards on the first day of the
            customers' billing cycle.

            The Company records these revenues monthly and the revenues
            generated are for the most part through retail channels.

            Under typical contracts, customers subscribe for a period of two
            years.


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Revenue Recognition (Continued)

            Customer Equipment

            For retail sales, the equipment is sold to re-sellers at a
            subsidized price below that of cost and below that of the retail
            sales price. The customer purchases the equipment at the retail
            price from the re-seller. The customer accepts the terms of the
            service agreement upon activation by credit card. Should the
            customer satisfy the minimum service period requirements, the
            equipment charge is refunded over a three-month period, reflected in
            the monthly service charge bill.

            For wholesale customers, there are no refunds for equipment. The
            Company does not subsidize equipment sales to wholesale customers.

            Activation and Disconnect Fees

            The Company also generates revenue from initial activation fees
            associated with the service contracts, and disconnect fees
            associated with early termination of service contracts. These fees
            are included in service revenue as they are considered part of the
            service component.

            Recognition

            The Company recognizes revenue utilizing the guidance set forth in
            EITF 00-21, "Revenue Arrangements with Multiple Deliverables". Under
            a retail agreement, the cost of the equipment is recognized as
            deferred revenue, and amortized over the length of the service
            agreement. Upon satisfying the minimum service requirements the
            equipment charges are refunded through subsequent billings netting
            out this charge against service charges. Upon refund, the deferred
            revenue is fully amortized.

            Under a wholesale agreement, the equipment charge is recognized upon
            delivery of the equipment to the reseller. There is no refund in
            this instance.

            The Company commenced sales in September 2004. The Company is still
            essentially in the beginning phases of securing distribution
            channels and updates their service plans to remain competitive in
            this industry. The Company incurred some promotional expenses in
            their initial year of operation to satisfy customer demand for this
            service, and equipment sales were not significant. As a result,
            deferred revenue was not material since minimum service requirements
            were achieved for the units sold.

            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.


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Accounts Receivable (Continued)

            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
            $7,568 at June 30, 2006.

            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 $17,191 in investment tax
            credits as of June 30, 2006.

            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)
                             JUNE 30, 2006 AND 2005

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 nine months ended June 30,
            2006 and 2005 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)
                             JUNE 30, 2006 AND 2005

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:

                                                     June 30,         June 30,
                                                       2006             2005
                                                   ------------    ------------

            Net loss                               $   (258,017)   $   (383,177)
                                                   ------------    ------------

            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
                                                   ============    ============


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

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 Company
            treats these items as one component, therefore has not segregated
            their business.


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

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.

            In February 2006, the FASB issued Statement of Financial Accounting
            Standard No. 155, "Accounting for Certain Hybrid Instruments" ("SFAS
            155"). FASB 155 allows financial instruments that have embedded
            derivatives to be accounted for as a whole (eliminating the need to
            bifurcate the derivative from its host) if the holder elects to
            account for the whole instrument on a fair value basis. This
            statement is effective for all financial instruments acquired or
            issued after the beginning of an entity's first fiscal year that
            begins after September 15, 2006. The Company will evaluate the
            impact of SFAS 155 on its consolidated financial statements.

            In May 2005, the FASB issued Statement of Financial Accounting
            Standard No. 154, "Accounting Changes and Error Corrections" ("SFAS
            154"). SFAS 154 is a replacement of APB No. 20, "Accounting
            Changes", and SFAS No. 3, "Reporting Accounting Changes in Interim
            Financial Statements". SFAS 154 applies to all voluntary changes in
            accounting principle and changes the requirements for accounting and
            reporting of a change in accounting principle. This statement
            establishes that, unless impracticable, retrospective application is
            the required method for reporting of a change in accounting
            principle in the absence of explicit transition requirements
            specific to the newly adopted accounting principle. It also requires
            the reporting of an error correction which involves adjustments to
            previously issued financial statements similar to those generally
            applicable to reporting an accounting change retrospectively. SFAS
            154 is effective for accounting changes and corrections of errors
            made in fiscal years beginning after December 15, 2005. The Company
            believes the adoption of SFAS 154 will not have a material impact on
            its consolidated financial statements.


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

NOTE 3-     FIXED ASSETS

                  Fixed assets as of June 30, 2006 were as follows:

                                                    Estimated
                                                      Useful
                                                   Lives (Years)

            Furniture and fixtures                       5         $       1,197
            Computer equipment                           3               166,243
            Vehicles                                     5                22,587
                                                                   -------------

                                                                         190,027
            Less: accumulated depreciation                                62,490
                                                                   -------------
            Property and equipment, net                            $     127,537
                                                                   =============

            There was $33,602 and $24,031 charged to operations for depreciation
            expense for the nine months ended June 30, 2006 and 2005,
            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 no stated interest in the amount
            of $30,000. The loans were extended to May 31, 2006, then extended
            to August 2006 at which time it will be a fixed term loan. The
            parties are negotiating the final terms of this loan as of August 2,
            2006.

            The balance of the loans payable at June 30, 2006 is $86,926. There
            is no accrued interest on the loan at June 30, 2006. Interest
            expense for the nine months ended June 30, 2006 and 2005 amounted to
            $648 and $10,320, respectively.

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 7).


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

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)
                             JUNE 30, 2006 AND 2005

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 June 30, 2006.

            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
            June 30
            -------
            2006                    $   50,835
            2007                        50,835
            2008                        50,835
            2009                        50,835
            2010                         4,236
                                    ----------
                                    $  207,576

            The lease contains an escalation clause regarding property taxes,
            electricity, heating, maintenance and repairs. The Company on August
            2, 2006 notified the landlord that they no longer need the space and
            a prepayment penalty is being negotiated. The Company does not
            anticipate that the payment required will exceed the minimum rentals
            as noted above.

            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 August 2, 2006, the Company and
            Iphonia are renegotiating the significant terms of the Agreement. It
            is anticipated that the Company will establish a wholly owned
            subsidiary to acquire the customer lists of Iphonia and complete
            this transaction by October 1, 2006. United American Corporation
            will no longer be a party to this agreement.

            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. As of August 2, 2006, the Company and
            United American Corporation are negotiating the equivalent number of
            shares to convert the debt to. This transaction is anticipated to
            occur in August 2006.


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

NOTE 8-     STOCKHOLDERS' DEFICIT

            Common Stock

            As of June 30, 2006, 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 June
            30, 2006.

            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.

            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 June 30, 2006, deferred tax assets consist of the following:

                                                       2006
                                                    ---------
            Net operating losses                    $ 332,839

            Valuation allowance                      (332,839)
                                                    ---------
                                                    $      --
                                                    =========

            At June 30, 2006, the Company had a net operating loss carryforward
            in the approximate amount of $978,937, available to offset future
            taxable income through 2026. 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.


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2006 AND 2005

NOTE 9-     PROVISION FOR INCOME TAXES (CONTINUED)

            A reconciliation of the Company's effective tax rate as a percentage
            of income before taxes and federal statutory rate for the periods
            ended June 30, 2006 and 2005 is summarized as follows:

                                                          -----------------
                                                            2006       2005
                                                          ------     ------

            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%
                                                          ======     ======

NOTE 10      SUBSEQUENT EVENTS

            Teliphone Inc., a wholly-owned subsidiary of our majority-owned
            subsidiary OSK Capital II, Corp., 3901823 Canada Inc., the holding
            company of Intelco Communications ("3901823"), and Intelco
            Communications ("Intelco Communications") entered into an agreement
            (the "Agreement") on July 14, 2006. Pursuant to the terms of the
            Agreement, Teliphone agreed to issue 35 class A voting shares of its
            common stock representing 25.2% of Teliphone's issued shares to
            3901823 in exchange for office rent, use of Intelco's data center
            for Teliphone's equipment, and use of Intelco's broadband telephony
            network valued at approximating $144,000 (CDN$) for the period
            August 1, 2006 through July 31, 2007, a line of credit of $75,000
            (CDN$), of which $25,000 (CDN$) was already drawn upon in July 2006.

            Teliphone also agreed to make available to the customers of Intelco
            Communications certain proprietary software for broadband telephony
            use. In lieu of receiving cash for the licensing of this software,
            Teliphone will apply $1 per customer per month at a minimum of
            $5,000 per month. Following a twelve month period, Intelco
            Communications will receive additional shares of class A voting
            common stock of Teliphone for the difference in the value between
            $144,000 and the total payments credited back to Teliphone. The
            maximum amount of additional shares that can be issued to Intelco
            Communications after the twelve month period is an additional 8.34%
            of Teliphone's issued and outstanding shares. In the event that the
            total payments credited back to Teliphone exceeds $144,000, Intelco
            Communications will not be entitled to the issuance of any
            additional shares of Teliphone common stock.

            Upon the effective date of this transaction on August 1, 2006,
            Teliphone, Inc. will no longer be a wholly-owned subsidiary of OSK
            Capital II, Corp. Teliphone will become a majority owned subsidiary
            and the noncontolling interest will be reflected in the consolidated
            financial statements.


<PAGE>

                      MANAGEMENT DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The previous discussion and other sections of this Form 10-QSB contain
forward-looking statements that have been made pursuant to the provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations, estimates and projections about
our industry, management's beliefs and certain assumptions made by management.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," "may," and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and actual actions or results may differ materially. These
statements are subject to certain risks, uncertainties and assumptions that are
difficult to predict. The Company undertakes no obligation to update publicly
any forward-looking statements as a result of new information, future events or
otherwise, unless required by law. Readers should, however, carefully review the
risk factors included in other reports or documents filed by the Company from
time to time with the Securities and Exchange Commission.

Overview of Our Company

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. Teliphone
Inc. has also laid the groundwork for sales to International markets in India,
China, Russia, Sri Lanka and United Arab Emirates through its relationship with
Podar Infotech LLC of Mumbai, India.


<PAGE>

RESULTS OF OPERATIONS

Three and Nine Months Ended June 30, 2006 Compared to Three and Nine Months
Ended June 30, 2005

The Company's condensed consolidated balance sheet as of the nine months ended
June 30, 2006, had assets consisting of accounts receivable in the amount of
$25,770, income tax receivable (Canadian Research and Development Tax Credits)
of $17,191, inventory of $15,862 and prepaid expenses of $10,142, fixed assets
of $127,537, but no cash. The Company has expended its cash in furtherance of
its business plan, including expenditure of funds to pay legal and accounting
expenses. Consequently, the Company's condensed consolidated balance sheet as of
June 30, 2006 reflects an accumulated deficit of ($978,937) and a stockholders'
deficit of ($653,691).

The Company recorded sales of $95,994 for the three months ended June 30, 2006
as compared to $82,416 for the three months ended June 30, 2005 and sales of
$290,723 for the nine months ended June 30, 2006 as compared to $161,228 for the
nine months ended June 30, 2005. The increase in sales is primarily due to
increased sales in the small business segment in our domestic market.

The Company's cost of sales were $89,235 for the three months ended June 30,
2006 as compared to $50,900 for the three months ended June 30, 2005 and
$296,076 for the nine months ended June 30, 2006 as compared to $205,084 for the
nine months ended March 31, 2005, primarily as a consequence of an decrease in
the cost of purchasing inventory. We have moved to outsourced fulfillment and
provisioning of our device hardware and therefore stock inventory on an as
needed basis in order to fulfill our re-seller demand.

The Company's aggregate operating expenses were $84,686 for the three months
ended June 30, 2006 as compared to $107,085 for the three months ended June 30,
2005 and $329,001 for the nine months ended June 30, 2006 as compared to
$250,362 for the nine months ended June 30, 2005, primarily as a consequence of
reduction of costs attributed to the building of our domestic sales distribution
channel and a decrease in promotion during the period. Likewise, the Company is
able to recover operating costs such as office supplies expenses, rent, etc.
from its parent company, United American Corporation, who share office space
with the Company.

Interest expense for the three months ended June 30, 2006 and three months ended
June 30, 2005 was ($391) and ($6,602) respectively. Interest expense for the
nine months ended June 30, 2006 and June 30, 2005 was ($10,320) and ($2,302)
respectively.

The Company had a net loss of for the three months ended June 30, 2006 of
($79,972) as compared to ($82,171) for the three months ended June 30, 2005 and
($258,017) for the nine months ended June 30, 2006 as compared to ($383,177) for
the nine months ended March 31, 2005, primarily as a consequence of further
reduction of costs attributed to our telecommunications network and our
operating expenses along with an increase in sales in our domestic market.

Plan of Operations and Need for Additional Financing

The Company's plan of operations for most of 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 and
international reseller partners.


<PAGE>

The Company will require additional capital in order to pay the costs associated
with developing its business plan. 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.

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.


<PAGE>

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.


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.

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.


<PAGE>

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 November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 151 "Inventory Costs -
an amendment of ARB No. 43, Chapter 4" ("SFAS 151"). This statement amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). SFAS 151 requires that those items be
recognized as current-period charges. In addition, this Statement requires that
allocation of fixed production overheads to costs of conversion be based upon
the normal capacity of the production facilities. The provisions of SFAS 151 are
effective for fiscal years beginning after June 15, 2005. As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2006. The Company has adopted SFAS 151 and believes that the impact
on its consolidated financial statements is immaterial for the quarter ended
June 30, 2006.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 replaces the
exception from fair value measurement in APB Opinion No. 29 for nonmonetary
exchanges of similar productive assets with a general exception from fair value
measurement for exchanges of nonmonetary assets that do not have commercial
substance. A nonmonetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for fiscal years beginning after June 15, 2005.
As such, the Company is required to adopt these provisions at the beginning of
the fiscal year ended December 31, 2006. The Company has adopted SFAS 153 and
believes that the impact on its consolidated financial statements is immaterial
for the quarter ended June 30, 2006.


ITEM 3.     CONTROL  AND PROCEDURES.

a) Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")). Disclosure controls and procedures
are the controls and other procedures that we designed to ensure that we record,
process, summarize and report in a timely manner the information we must
disclose in reports that we file with or submit to the Securities and Exchange
Commission under the Exchange Act. Based on this evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this
report.


<PAGE>

Disclosure controls and procedures are controls and procedures that are designed
to ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.


(b) Changes in Internal Control over Financial Reporting..

During the Quarter ended June 30, 2006, there was no change in our internal
control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

                            PART II OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a
materially adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of
our subsidiaries, threatened against or affecting our company, our common stock,
any of our subsidiaries or of our company's or our company's subsidiaries'
officers or directors in their capacities as such, in which an adverse decision
could have a material adverse effect.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There have been no unregistered sales of equity securities covered in this
quarter.

ITEM 3 - DEFAULTS UPON SENIOR SECURITES

There have been no material defaults.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to a vote of security holders during the period
covered by this report.

ITEM 5 - OTHER INFORMATION

None.


ITEM 6.  EXHIBITS

      A. Exhibits:

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


<PAGE>

           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.


                                   SIGNATURES

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: August 14, 2006


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

                                                           Date: August 14, 2006