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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 MARCH 31, 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
        incorporation or organization)               Identification No.)


          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 March 31, 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 SIX MONTHS ENDED MARCH 31, 2006 AND 2005






<PAGE>

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Condensed Consolidated Balance Sheet as of March 31, 2006

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
 for the Six and Three Months Ended  March 31, 2006 and 2005


Condensed Consolidated Statements of Cash Flows for the Six Months Ended
 March 31, 2006 and 2005

Notes to Condensed Consolidated Financial Statements




<PAGE>

                                     ASSETS
                                     ------

                                                                      US$
                                                                      ---

Current Assets:

  Cash and cash equivalents                                       $      --
  Accounts receivable, net                                           44,494
  Investment tax credit receivable                                   16,429
  Inventory                                                          20,014
  Prepaid expenses and other current assets                          15,164
                                                                  ---------

    Total Current Assets                                             96,101
                                                                  ---------

  Fixed assets, net of depreciation                                 146,169
                                                                  ---------

TOTAL ASSETS                                                      $ 242,270
                                                                  =========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
  Bank overdraft                                                  $   6,088
  Loan payable                                                       77,775
  Loan payable - related parties                                    592,567
  Accounts payable and accrued expenses                             103,165
                                                                  ---------

      Total Current Liabilities                                     779,595
                                                                  ---------

      TOTAL LIABILITIES                                             779,595
                                                                  ---------

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                                              (898,965)
  Accumulated other comprehensive income (loss)                     (40,090)
                                                                  ---------

      TOTAL STOCKHOLDERS' (DEFICIT)                                (537,325)
                                                                  ---------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                     $ 242,270
                                                                  =========

<PAGE>

                           OSK CAPITAL II CORPORATION
                 CONDESNED CONSOLIDATED STATEMENTS OF OPERATIONS
                         AND COMPREHENSIVE INCOME (LOSS)
           FOR THE SIX AND THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       US $                             US $
                                                SIX MONTHS ENDED                THREE MONTHS ENDED
                                                     MARCH 31,                       MARCH 31,
                                              2006             2005             2006            2005
                                          ------------     ------------     ------------     ------------
<S>                                       <C>              <C>              <C>              <C>
OPERATING REVENUES

  Revenues                                $    194,729     $     78,812     $    107,718     $     42,707
                                          ------------     ------------     ------------     ------------

COST OF SALES

  Inventory, beginning of period                32,468           25,134           51,652           44,059

  Purchases and cost of VoIP services          194,385          250,286           76,088           98,095

  Inventory, end of period                     (20,014)        (121,236)         (20,014)        (121,236)
                                          ------------     ------------     ------------     ------------

       TOTAL COST OF SALES                     206,839          154,184          107,726           20,918
                                          ------------     ------------     ------------     ------------


GROSS PROFIT (LOSS)                            (12,110)         (75,372)              (8)          21,789
                                          ------------     ------------     ------------     ------------

OPERATING EXPENSES

   Selling and promotion                        18,814          108,766           16,945           48,360

   Professional and consulting fees             39,231           62,982           26,897           36,670

   Wages and commissions                        57,855           11,835           38,775           11,152
   Other general and administrative
expenses                                        22,044           23,770           17,157            3,679

   Depreciation                                 21,238           14,563            8,655           10,353
                                          ------------     ------------     ------------     ------------

       TOTAL OPERATING EXPENSES                159,182          221,916          108,429          110,214
                                          ------------     ------------     ------------     ------------


LOSS BEFORE OTHER INCOME (EXPENSE)            (171,292)        (297,288)        (108,437)         (88,425)

OTHER INCOME (EXPENSE)

   Interest expense                             (6,753)          (3,718)          (5,082)          (2,186)
                                          ------------     ------------     ------------     ------------

       TOTAL OTHER INCOME (EXPENSE)             (6,753)          (3,718)          (5,082)          (2,186)
                                          ------------     ------------     ------------     ------------

NET LOSS BEFORE PROVISION FOR INCOME
TAXES                                         (178,045)        (301,006)        (113,519)         (90,611)

PROVISION FOR INCOME TAXES                          --               --               --               --
                                          ------------     ------------     ------------     ------------

NET LOSS APPLICABLE TO COMMON SHARES      $   (178,045)    $   (301,006)    $   (113,519)    $    (90,611)
                                          ============     ============     ============     ============

NET LOSS PER BASIC AND DILUTED SHARES     $      (0.01)    $      (0.09)    $      (0.00)    $      (0.03)
                                          ============     ============     ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON

    SHARES OUTSTANDING                      31,089,520        3,416,000       31,089,520        3,416,000
                                          ============     ============     ============     ============

COMPREHENSIVE INCOME (LOSS)

     Net loss                             $   (178,045)    $   (301,006)    $   (113,519)    $    (90,611)
     Other comprehensive income (loss)
         Currency translation
adjustments                                       (247)          17,641           (2,337)          17,843
                                          ------------     ------------     ------------     ------------
Comprehensive income (loss)               $   (178,292)    $   (283,365)    $   (115,856)    $    (72,768)
                                          ============     ============     ============     ============
</TABLE>

<PAGE>

                           OSK CAPITAL II CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)
                                                                   US$
                                                            2006        2005
                                                         ---------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                              $(178,045)   $(301,006)
                                                         ---------    ---------

   ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     USED IN OPERATING ACTIVITIES:

     Depreciation                                           21,238       14,563

  CHANGES IN ASSETS AND LIABILITIES

     (Increase) decrease in accounts receivable             18,569      (29,005)
     (Increase) decrease in investment tax credit
      receivable                                                73           --

     (Increase) decrease in inventory                       12,454      (96,102)
     (Increase) decrease in prepaid expenses and other
      current assets                                         3,176       (6,873)
     Increase (decrease) in accounts payable and

       and accrued expenses                                (46,266)       8,212
                                                         ---------    ---------

     Total adjustments                                       9,244     (109,205)
                                                         ---------    ---------


     NET CASH (USED IN) OPERATING ACTIVITIES              (168,801)    (410,211)
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

   Acquisitions of fixed assets                            (11,008)      (7,876)
                                                         ---------    ---------


      NET CASH (USED IN) INVESTING ACTIVITIES              (11,008)      (7,876)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITES

    Increase (decrease) in bank overdraft                    3,225           44

    Proceeds from loan payable, net                         43,403         (529)

    Proceeds from loan payable - related parties, net      133,428      436,617
                                                         ---------    ---------


       NET CASH PROVIDED BY FINANCING ACTIVITIES           180,056      436,132
                                                         ---------    ---------


Effect of foreign currency transalation                       (247)      17,641
                                                         ---------    ---------

NET INCREASE (DECREASE) IN

    CASH AND CASH EQUIVALENTS                                   --       35,686

CASH AND CASH EQUIVALENTS -

    BEGINNING OF PERIOD                                         --           --
                                                         ---------    ---------


CASH AND CASH EQUIVALENTS - END OF PERIOD                $      --    $  35,686
                                                         =========    =========

CASH PAID DURING THE PERIOD FOR:

    Interest expense                                     $   6,753    $   3,718
                                                         =========    =========

SUPPLEMENTAL NONCASH INFORMATION:



    Equipment acquired from related party loan payable   $      --    $ 104,500
                                                         =========    =========


<PAGE>

                           OSK CAPITAL II CORPORATION
              NOTES TO CONDENSED CONSOLIDTAED FINANCIAL STATEMENTS
                             MARCH 31, 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 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)
                             MARCH 31, 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 $178,045 and $301,006 for the
      six months ended March 31, 2006 and 2005, and has a working capital
      deficiency of $683,494 as of March 31, 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 $600,000.
      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)
                             MARCH 31, 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)
                             MARCH 31, 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 six months ended March 31, 2006 and 2005, the Company
      recorded approximately ($247) and $17,641 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)
                             MARCH 31, 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)
                             MARCH 31, 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 $7,232 at March 31,
      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 $16,429 in investment tax
      credits as of March 31, 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)
                             MARCH 31, 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 six months ended March 31, 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)
                             MARCH 31, 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:

                                      MARCH 31,          MARCH 31,
                                        2006               2005
                                    ------------       ------------


Net loss                            $   (178,045)      $   (301,006)
                                    ------------       ------------

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)
                             MARCH 31, 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)
                             MARCH 31, 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)
                             MARCH 31, 2006 AND 2005

NOTE 3- FIXED ASSETS

      Fixed assets as of March 31, 2006 were as follows:

                                       Estimated Useful
                                         Lives (Years)

      Furniture and fixtures                   5        $324
      Computer equipment                       3     157,845
      Vehicles                                 5      32,789
                                                    --------

                                                     190,958
      Less: accumulated depreciation                  44,789
                                                    --------
      Property and equipment, net                   $146,169
                                                    ========

      There was $21,238 and $14,563 charged to operations for depreciation
      expense for the six months ended March 31, 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 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 March 31, 2006 is $77,775. There is no
      accrued interest on the loan at March 31, 2006. Interest expense for the
      six months ended March 31, 2006 and 2005 amounted to $6,753 and $3,718,
      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 10).


<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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)
                             MARCH 31, 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 March 31, 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
      March 31
      --------
      2006                                 $  50,835
      2007                                    50,835
      2008                                    50,835
      2009                                    50,835
      2010                                    16,945
                                           ---------
                                           $ 220,285
                                           =========

      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 May 10, 2006, the Company has not closed on the transaction.

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

NOTE 8- STOCKHOLDERS' DEFICIT

      COMMON STOCK

      As of March 31, 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 March 31,
      2006.



<PAGE>

                           OSK CAPITAL II CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 8- STOCKHOLDERS' DEFICIT (DEFICIT)

      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 March 31, 2006, deferred tax assets consist of the following:

                                                         2006
                                                         ----
      Net operating losses                               $ 305,648

      Valuation allowance                                 (305,648)
                                                         ----------

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

      At March 31, 2006, the Company had a net operating loss carryforward in
      the approximate amount of $898,965, 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.

      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:

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

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

<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 SIX MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE AND SIX MONTHS ENDED
MARCH 31, 2005

The Company's condensed consolidated balance sheet as of the six months ended
March 31, 2006, had assets consisting of accounts receivable in the amount of
$44,494, income tax receivable (Canadian Research and Development Tax Credits)
of $16,429, inventory of $20,014 and prepaid expenses of $15,164, fixed assets
of $149,169, 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
March 31, 2006 reflects an accumulated deficit of $898,965 and a stockholders'
deficit of ($537,325).

The Company recorded sales of $107,718 for the three months ended March 31, 2006
as compared to $42,707 for the three months ended March 31, 2005 and sales of
$194,729 for the six months ended March 31, 2006 as compared to $78,812 for the
six months ended March 31, 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 $107,726 for the three months ended March 31,
2006 as compared to $20,918 for the three months ended March 31, 2005 and
$206,839 for the six months ended March 31, 2006 as compared to $154,184 for the
six 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 $108,429 for the three months
ended March 31, 2006 as compared to $110,214 for the three months ended March
31, 2005 and $159,182 for the six months ended March 31, 2006 as compared to
$221,916 for the six months ended March 31, 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 March 31, 2006 and March 31, 2005
was $5,082 and $2,186 respectively. Interest expense for the six months ended
March 31, 2006 and March 31, 2005 was $6,753 and $3,718 respectively.

The Company had a net loss of for the three months ended March 31, 2006 of
$113,519 as compared to $90,611 for the three months ended March 31, 2005 and
$178,045 for the six months ended March 31, 2006 as compared to $301,006 for the
six 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 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
and international reseller partners.

<PAGE>

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.

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.

<PAGE>

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.


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
March 31, 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 March 31, 2006.


ITEM 3. 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 March 31, 2006 were 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 March 31, 2006.


<PAGE>

                            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 302 of the Sarbanes-Oxley Act.

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

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

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

<PAGE>

                                   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: May 17, 2006


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

                                                              Date: May 17, 2006