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


                                   FORM 10-KSB


                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      Forthe Year ended September 30, 2004
                         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)


        1 Place Ville-Marie, Suite 2821, Montreal, Quebec Canada H3B 4R4
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 514-448-6710


  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 that the issuer was required to file such  reports,  and (2) has
been subject to such filing requirements for the past 90 days. Yes |_| No |X|

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

      State issuer's revenues for its most recent fiscal year: $0.00 million.


<PAGE>

      State  the   aggregate   market   value  of  the  voting   stock  held  by
non-affiliates  of the  registrant on May 3, 2005,  computed by reference to the
price at which the stock was sold on that date: $0.00

APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

      3,416,000 shares of Common Stock, $.001 par value, as of May 2, 2005.



DOCUMENTS INCORPORATED BY REFERENCE

None.

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


<PAGE>

                              OSK CAPITAL III CORP.
                              Report on Form 10KSB
                  For the Fiscal Year Ended September 30, 2004

                                TABLE OF CONTENTS

                                                                            PAGE

                                     PART I

Item 1.   Description of the Business..................................        1
Item 2.   Description of the Property..................................        3
Item 3.   Legal Proceedings............................................        3
Item 4.   Submission of Matters to Vote of Security Holders............        3

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.....        4
Item 6.   Management's Discussion and Analysis.........................        5
Item 7.   Financial Statements.........................................        7
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure.....................................        7
Item 8A.  Controls and Procedures......................................        7
Item 8B.  Other Information............................................        8

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons.        9
Item 10.  Executive Compensation.......................................       10
Item 11.  Security Ownership of Certain Beneficial Owners and
          Management...................................................       10
Item 12.  Certain Relationships and Related Transactions...............       11

                                     PART IV

Item 13.  Exhibits and Reports on Form 8-K.............................       12
Item 14.  Principal Accountant Fees and Services.......................       12

Signatures.............................................................       14


<PAGE>

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                               SUMMARY INFORMATION

This summary  highlights  important  information about our company and business.
Because it is a  summary,  it may not  contain  all of the  information  that is
important to you. To understand this offering fully, you should read this entire
report on Form 10-KSB and the financial statements and related notes included in
this report on Form 10-KSB  carefully.  Unless the context  requires  otherwise,
"we," "us," "our",  " and the  "company"  and similar terms refer to OSK CAPITAL
III CORP., and our subsidiaries  collectively,  while the term "Coach" refers to
OSK CAPITAL III CORP. in its corporate capacity.

GENERAL

The Company was  incorporated  under the laws of the State of Nevada on March 2,
1999, and is in the early  developmental  and promotional  stages.  To date, the
Company's only activities have been organizational  ones, directed at developing
its business plan and raising its initial capital. The Company has not commenced
any commercial  operations.  The Company has no full-time  employees and owns no
real estate.

At of the end of its fiscal year ending  September 31, 2004, the Company has not
identified any business opportunity that it plans to pursue, nor has the Company
reached any agreement or definitive  understanding with any person concerning an
acquisition.

No  assurance  can be given that the Company  will be  successful  in finding or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected to be available for  acquisitions,  or that any acquisition that occurs
will be on terms that are favorable to the Company or its stockholders.

The Company's search has been directed toward enterprises which have a desire to
be become a public  corporation and which have a business plan designed to allow
them to take  advantage  of  opportunities  available to public  entities.  This
includes entities which have been recently organized, with no operating history,
or a history of losses  attributable to under-  capitalization or other factors,
entities  in need of funds to develop a new product or service or to expand into
a  new  market,   entities  which  desire  to  use  their   securities  to  make
acquisitions, and entities which have a combination of these characteristics.

In searching for investment opportunities,  the Company is not restricted to any
particular  geographical  area  or  industry.  Therefore,  subject  to  economic
conditions,   limitations   on  its   ability  to  locate   available   business
opportunities,  and other  factors,  the Company has  substantial  discretion in
selecting an appropriate business opportunity.

In connection with any acquisition,  it is highly likely that an amount of stock
constituting  control of the Company would be issued by the Company or purchased
from the Company's  current  principal  shareholders by the target entity or its
controlling shareholders.

On July 29, 2004, our shareholders  approved the Certificate of Amendment to the
Certificate  of  Incorporation  of the Company,  pursuant to which the number of
shares of Common Stock that the Company is authorized to issue will be increased
from 25,000,000 shares to 125,000,000 shares.


                                       1
<PAGE>

On April 26, 2005, we completed our  acquisition  of Teliphone  Inc., a Canadian
corporation,  pursuant to an Agreement and Plan of Merger. At the effective time
of the merger,  Teliphone  Inc.  will be merged  with and into our wholly  owned
subsidiary,  OSK II  Acquisition  Corp.,  a Florida  corporation,  which will be
subsequently dissolved and merged into our Company at the Closing.

All of the outstanding  shares of Teliphone Inc. common stock shall be converted
by virtue of the merger at the Closing Date into shares of our common stock (the
"Merger  Securities").  On or before  the  Closing  Date,  each  Shareholder  of
Teliphone Inc. shall surrender their outstanding shares of Teliphone Inc. common
stock existing immediately prior to the Closing Date. Until so surrendered,  any
outstanding certificates or other documentation which, prior to the Closing Date
represented  outstanding  shares of Teliphone Inc. common stock, shall be deemed
for all corporate  purposes to be surrendered.  Upon such  surrender,  shares of
Teliphone Inc.,  common stock so surrendered  shall no longer be outstanding and
shall automatically be canceled and retired and shall cease to exist.

Other Entities

The previous  directors and principal  shareholders  of the Company are also the
officers, directors and principal shareholders of eight other corporations which
were formed at the same time as the  Company.  Each of these other  corporations
has the same business plan as the Company.

On April 5, 2005,  Frank L. Kramer and Deborah Salerno have resigned as officers
of OSK  Capital  II Corp.  and have also  resigned  as  members  of the Board of
Directors of OSK Capital II Corp.

Further to the  resignation  of Ms.  Salerno and Mr.  Kramer,  Francis  Mailhot,
recently  appointed  as a  director,  will be the  sole  director  and has  been
nominated as President and CEO of the Company.

On April 22,  2005,  Francis  Mailhot  resigned  as an officer of OSK Capital II
Corp. and has also resigned as a member of the Board of Directors of OSK Capital
II Corp.

Further to the resignation of Mr. Francis  Mailhot,  Mr. Robert Cajolet has been
appointed as a member of the Board of Directors of OSK Capital II Corp.  and has
been appointed as President and CEO of OSK Capital II Corp.

EMPLOYEES

The Company is a  development  stage  company and  currently  has no  employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as it is seeking and  evaluating  business  opportunities.  The need for
employees  and their  availability  will be  addressed  in  connection  with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities.  No remuneration will be paid to the Company's officers except as
set forth under "Executive  Compensation"  and under "Certain  Relationships and
Related Transactions."

Administrative Offices
The Company currently maintains a mailing address at 1 Place Ville-Marie,  Suite
2821,  Montreal,  Quebec Canada H3B 4R4.  Other than this mailing  address,  the
Company does not currently  maintain any other office  facilities,  and does not
anticipate  the  need  for  maintaining  office  facilities  at any  time in the
foreseeable  future.  The Company pays no rent or other fees for the use of this
mailing address.


                                       2
<PAGE>

ITEM 2.   DESCRIPTION OF PROPERTY

The Company currently maintains a mailing address at 1 Place Ville-Marie,  Suite
2821,  Montreal,  Quebec Canada H3B 4R4.  Other than this mailing  address,  the
Company does not currently  maintain any other office  facilities,  and does not
anticipate  the  need  for  maintaining  office  facilities  at any  time in the
foreseeable  future.  The Company pays no rent or other fees for the use of this
mailing address.

The Company currently has no investments in real estate,  real estate mortgages,
or real estate  securities,  and does not anticipate making any such investments
in the future.  However, the policy of the Company with respect to investment in
real  estate  assets  could be changed in the future  without a vote of security
holders.

ITEM 3.   LEGAL PROCEEDINGS

We are not a party to any pending  material legal  proceedings and are not aware
of any  threatened  or  contemplated  proceeding by any  governmental  authority
against the Company or its subsidiaries. Notwithstanding, from time to time, the
Company is subject to legal  proceedings  and claims in the  ordinary  course of
business, including employment-related and trade related claims.

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

On July 29, 2004, the holders of a majority oft eh issued and outstanding shares
of our common stock approved the  Certificate of Amendment to the Certificate of
Incorporation  of the Company,  pursuant to which the number of shares of Common
Stock that the Company is authorized to issue will be increased from  25,000,000
shares to 125,000,000 shares.

No other matters were submitted to a vote of the security holders of the Company
during the fourth quarter of the fiscal year which ended September 30, 2004


                                       3
<PAGE>

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is not currently a public  trading  market for the  Company's  securities.
Such  securities  are currently  held of record by a total of  approximately  36
persons of record.  No  dividends  have been  declared or paid on the  Company's
securities,  and it is not  anticipated  that any dividends  will be declared or
paid in the foreseeable future.

DIVIDEND POLICY

We have  never  paid any cash  dividends  on our  common  shares,  and we do not
anticipate  that we will pay any dividends  with respect to those  securities in
the  foreseeable  future.  Our  current  business  plan is to retain  any future
earnings  to finance  the  expansion  development  of our  business.  Any future
determination  to pay cash  dividends  will be at the discretion of our board of
directors,  and will be  dependent  upon our  financial  condition,  results  of
operations,  capital  requirements  and  other  factors  as our  board  may deem
relevant at that time.


                                       4
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with, and is qualified in
its entirety by, our consolidated financial statements and the notes thereto and
other  financial  information  included  elsewhere in this Annual Report on Form
10-KSB. This Annual Report,  including the following Management's Discussion and
Analysis,  and other reports filed by the Registrant  from time to time with the
Securities  and  Exchange   Commission   (collectively  the  "Filings")  contain
forward-looking  statements  which are  intended to convey our  expectations  or
predictions  regarding the occurrence of possible future events or the existence
of trends and factors  that may impact our future plans and  operating  results.
These forward-looking  statements are derived, in part, from various assumptions
and  analyses  we have made in the  context  of our  current  business  plan and
information  currently  available  to us and in  light  of  our  experience  and
perceptions  of  historical  trends,  current  conditions  and  expected  future
developments   and  other   factors  we  believe  to  be   appropriate   in  the
circumstances.  You can generally  identify  forward-looking  statements through
words and phrases such as "seek", "anticipate", "believe", "estimate", "expect",
"intend",  "plan", "budget",  "project",  "may be", "may continue",  "may likely
result", and similar expressions. When reading any forward-looking statement you
should  remain  mindful  that  all  forward-looking  statements  are  inherently
uncertain as they are based on current  expectations and assumptions  concerning
future events or future  performance  of our company,  and are subject to risks,
uncertainties,  assumptions  and other  factors  relating  to our  industry  and
results of operations.

Should one or more of these risks or  uncertainties  materialize,  or should the
underlying assumptions prove incorrect,  actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.

Each  forward-looking  statement  should be read in  context  with,  and with an
understanding of, the various other  disclosures  concerning our company and our
business  made in our  Filings.  You  should  not place  undue  reliance  on any
forward-looking statement as a prediction of actual results or developments.  We
are not obligated to update or revise any forward-looking statement contained in
this  report to  reflect  new events or  circumstances  unless and to the extent
required by applicable law.

The Company  remains in the  development  stage.  As of September 30, 2004,  the
Company had assets  consisting  of cash only in the amount of $460. At September
30, 2003, the Company had assets  consisting of cash only in the amount of $302.
As of September 30, 2004, the Company had additional paid in capital of $66,554.
The Company has  expended a portion of its cash in  furtherance  of its business
plan,  including  primarily  expenditure  of funds to pay legal  and  accounting
expenses,  and has recorded the full value of the stock issued for services as a
general,  selling,  and  administrative  expense.  Consequently,  the  Company's
balance  sheet for the fiscal year ended  September  30, 2004 reflects a deficit
accumulated during the development stage of ($80,21)) and a stockholders deficit
of ($10,240).

Results of Operations

During the period from March 2, 1999 (inception)  through December 31, 2003, the
Company has  accumulated a deficit of $80,210.  During this period,  the Company
has engaged in no significant  operations other than organizational  activities,
acquisition  of  capital,  preparation  and  filing of the  registration  of its
securities  under the  Securities  Exchange Act of 1934, as amended,  compliance
with its  periodical  reporting  requirements,  and efforts to locate a suitable
merger or acquisition candidate. No revenues were received by the Company during
this period.

Plan of Operations and Need for Additional Financing

The Company's plan of operations for most of 2003 and 2004 was to remain dormant
in order to avoid incurring legal and accounting fees related to compliance with
its reporting  obligations.  However,  in the first quarter of 2004, the Company
elected to begin taking the steps  necessary to file all delinquent  reports and
to once again become current in compliance with its reporting  obligations under
the Securities  Exchange Act of 1934. As of the date of filing of this report on
Form 10KSB for the period ended  September  30, 2004,  the Company is current in
compliance with its reporting  obligations under the Securities  Exchange Act of
1934 up to September 30, 2004.


                                       5
<PAGE>

For the fiscal year ending  September 30, 2004, the Company's plan of operations
is to remain  current in  compliance  with its reporting  obligations  under the
Securities  Exchange  Act of 1934 and to engage in  efforts to locate a suitable
merger or acquisition candidate and will file first and second quarterly reports
expediciously.  The Company will require  additional capital in order to pay the
costs associated with making required filings and seeking out suitable merger or
acquisition candidates.

No specific commitments to provide additional funds have been made by management
or  other  stockholders,  and  the  Company  has no  current  plans,  proposals,
arrangements  or  understandings  with  respect  to  the  sale  or  issuance  of
additional  securities  prior  to  the  location  of  a  merger  or  acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its  expenses.  Notwithstanding
the foregoing,  to the extent that  additional  funds are required,  the Company
anticipates  receiving  such  funds in the  form of  advancements  from  current
shareholders  without  issuance of  additional  shares or other  securities,  or
through the private  placement of  restricted  securities  rather than through a
public offering.

The Company may also seek to  compensate  providers  of services by issuances of
stock in lieu of cash. For  information as to the Company's  policy in regard to
payment for consulting services, see "Certain Relationships and Transactions."

On April 26, 2005, we completed our  acquisition  of Teliphone  Inc., a Canadian
corporation,  pursuant to an Agreement and Plan of Merger. At the effective time
of the merger,  Teliphone  Inc.  will be merged  with and into our wholly  owned
subsidiary,  OSK II  Acquisition  Corp.,  a Florida  corporation,  which will be
subsequently dissolved and merged into our Company at the Closing.

All of the outstanding  shares of Teliphone Inc. common stock shall be converted
by virtue of the merger at the Closing Date into shares of our common stock (the
"Merger  Securities").  On or before  the  Closing  Date,  each  Shareholder  of
Teliphone Inc. shall surrender their outstanding shares of Teliphone Inc. common
stock existing immediately prior to the Closing Date. Until so surrendered,  any
outstanding certificates or other documentation which, prior to the Closing Date
represented  outstanding  shares of Teliphone Inc. common stock, shall be deemed
for all corporate  purposes to be surrendered.  Upon such  surrender,  shares of
Teliphone Inc.,  common stock so surrendered  shall no longer be outstanding and
shall automatically be canceled and retired and shall cease to exist.


                                       6
<PAGE>

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.

ITEM 7.   FINANCIAL STATEMENTS

See  "Index  to  Financial  Statements"  for  a  description  of  the  financial
statements included in this Form 10-KSB.

Consolidated balance sheet at September 30, 2004 and 2003

Consolidated  statements of operations  for the years ended  September 30, 2004,
September  30,  2003 and for the period from March 2, 1999  (inception)  through
December 31, 2004.

Consolidated statements of cash flows for the years ended September 30, 2004 and
for the period from March 2, 1999 (inception) through December 31, 2004.

Consolidated statements of shareholders' deficiency at September 30, 2004.

Notes to  consolidated  financial  statements for the years ended  September 30,
2004.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

      There were no changes or  disagreements  with our  Accountants  during the
last two years, except that for the September 30, 2004 audit the Company did not
engage Comiskey & Co. P.C. and engaged Schwartz Levitsky Feldman LLP.

ITEM 8A.  CONTROLS AND PROCEDURES

We carried out an evaluation,  under the supervision and with the  participation
of our  management,  including our Chief  Executive  Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures as of the end of the period covered by this report.  The
evaluation was undertaken in consultation with our accounting  personnel.  Based
on that  evaluation,  the Chief Executive  Officer and Chief  Financial  Officer
concluded  that our  disclosure  controls and procedures are effective to ensure
that  information  required to be disclosed by us in the 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 were no significant  changes in our internal  controls or in other factors
that could  significantly  affect  internal  controls  subsequent to the date of
their evaluation.

While we believe our disclosure controls and procedures and our internal control
over  financial  reporting are  adequate,  no system of controls can prevent all
error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable,  not absolute,  assurance that the control system's
objectives will be met. Further, the design of a control system must reflect the
fact that there are resource  constraints,  and the benefits of controls must be


                                       7
<PAGE>

considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within our company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Controls can also be  circumvented  by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions.  Over time, controls may become inadequate because of changes
in conditions or  deterioration in the degree of compliance with its policies or
procedures.  Because of the inherent  limitations  in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

ITEM 8B.  OTHER INFORMATION

          None.


                                       8
<PAGE>

PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

As of September 30, 2004, the Directors of the Company were:


Deborah A. Salerno   49   President and a Director since March, 1999
Frank L. Kramer      60   Secretary, Treasurer, and a Director since March, 1999

      The directors  named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between any of the  directors  or officers of the Company and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer.

      The directors and officers will devote their time to the Company's affairs
on an "as needed" basis, which, depending on the circumstances,  could amount to
as little as two hours per month,  or more than forty hours per month,  but more
than likely will fall within the range of five to ten hours per month.

Biographical Information
------------------------

DEBORAH A. SALERNO

      Deborah  A.  Salerno,  49,  is the  Company's  President  and a  director,
positions  she held since March  1999.  She is  president  and sole owner of DAS
Consulting  LLC, a private entity  located in New York City providing  financial
consulting  services to  corporations  since  1988.  Ms.  Salerno  was  formerly
president and a director of Bishop Equities,  Inc., a position she resigned from
in March 1999. She has also acted as president and director of New York Regional
Rail Corp.  (1999) and as  secretary  and  director of Park Hill Capital I Corp.
(1999)  and   Franklyn   Resources   I,  Inc.   (1999).   Ms.   Salerno  is  the
secretary/treasurer  and a director of Franklyn  Resources II, Inc. and Franklyn
Resources  III, Inc. and a director and  president of OSK Capital III Corp.  and
Park Hill Capital III Corp.  Ms. Salerno is also the  secretary/treasurer  and a
director of Park Hill Capital II Corp.

FRANK L. KRAMER

      Mr. Kramer is the Secretary,  Treasurer and a director of the Company.  He
retired in 2001 from his activities as a self-employed  financial consultant,  a
pursuit he had engaged in for twenty  years.  He currently  serves as an officer
and/or director in a number of private shells which  registered their securities
under the  Securities  and Exchange Act of 1934.  These shells are currently for
sale and/or merger,  and thus could be considered as being in  competition  with
the Company.  Mr. Kramer does intend to present the Company as a first  priority
to any private  opportunity  which is  available.  Details with respect to these
public shells and other blind pool merger transactions he has been involved with
in the past are set forth below.


                                       9
<PAGE>

      Following his graduation from Louisiana State  University with a degree in
Business Administration in 1964, Mr. Kramer served as an officer for three years
in the U.S. Navy,  whereupon he was employed by New York Life Insurance  Company
in the  capacity  of  general  manager  until  he  entered  into  his  financial
consultant activities.

Compliance With Section 16(a) of the Exchange Act.

      For the fiscal  year  ending  September  30,  2004,  all of the  Company's
officers,  directors and principal shareholders are delinquent in filing reports
required under Section  16(a).  Code of Ethics The Company has adopted a code of
ethics which applies to its principal  executive  officer,  principal  financial
officer, principal accounting officer or persons performing similar functions.

ITEM 10.  EXECUTIVE COMPENSATION.

      No officer or director  received any remuneration  from the Company during
the fiscal  year.  Until the  Company  acquires  additional  capital,  it is not
intended that any officer or director will receive compensation from the Company
other than  reimbursement for  out-of-pocket  expenses incurred on behalf of the
Company. See "Certain  Relationships and Related  Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of  directors,  officers  or other  employees,  but the Board of  Directors  may
recommend adoption of one or more such programs in the future.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table sets  forth,  as of the end of the  Company's  most recent
fiscal  year,  the  number  of  shares  of  Common  Stock  owned of  record  and
beneficially by executive officers,  directors and persons who hold 5.0% or more
of the  outstanding  Common Stock of the Company.  Also  included are the shares
held by all executive officers and directors as a group.

                                    NUMBER OF SHARES         PERCENT OF
NAME AND ADDRESS                  OWNED BENEFICIALLY        CLASS OWNED
--------------------------        ------------------        -----------

Frank L. Kramer (1) (2)
5330 E. 17th Ave. Parkway
Denver, CO 80220                           1,150,000              34.68%

Deborah A. Salerno (1)
355 South End, 22B
New York, NY 10280                         1,000,000              30.15%

John P. O'Shea
355 South End, 22B
New York, NY 10280                         1,000,000              30.15%

All directors and executive
 officers (2 persons)                      2,150,000              64.83%

----------
(1)   The person listed is an officer, a director, or both, of the Company.
(2)   Includes 150,000 shares owned by Mr. Kramer's spouse,  of which Mr. Kramer
      may be deemed  to be the  beneficial  owner.


                                       10
<PAGE>

On April 5, 2005,  Frank L. Kramer and Deborah Salerno have resigned as officers
of OSK  Capital  II Corp.  and have also  resigned  as  members  of the Board of
Directors of OSK Capital II Corp.

Further to the  resignation  of Ms.  Salerno and Mr.  Kramer,  Francis  Mailhot,
recently  appointed  as a  director,  will be the  sole  director  and has  been
nominated as President and CEO of the Company.

On April 22,  2005,  Francis  Mailhot  resigned  as an officer of OSK Capital II
Corp. and has also resigned as a member of the Board of Directors of OSK Capital
II Corp.

Further to the resignation of Mr. Francis  Mailhot,  Mr. Robert Cajolet has been
appointed as a member of the Board of Directors of OSK Capital II Corp.  and has
been appointed as President and CEO of OSK Capital II Corp.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

The Articles of  Incorporation  and the Bylaws of the Company do not provide for
indemnification  of officers,  directors  or  controlling  persons.  The General
Corporation  Law of the State of Nevada (NRS  78.7502)  provides  that,  "to the
extent that a director,  officer,  employee or agent of a  corporation  has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding...or  in  defense  of  any  claim,  issue  or  matter  therein,   the
corporation  shall indemnify him against  expenses,  including  attorney's fees,
actually and reasonably incurred by him in connection with the defense."

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

      Nevada Statutes exclude personal liability of its directors to the Company
and its stockholders for monetary damages for breach of fiduciary duty except in
certain specified circumstances.  Accordingly, the Company will have a much more
limited right of action against its directors than otherwise  would be the case.
This  provision  does not affect the liability of any director  under federal or
applicable state securities laws.

Conflicts of Interest

None of the  officers of the Company will devote more than a portion of his time
to  the  affairs  of  the  Company.  There  will  be  occasions  when  the  time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officers' other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

Each of the  Company's  previous  officers  and  directors  also  are  officers,
directors, or both of several other Colorado based development-stage corporation
in  the  same  business  as  the  Company.  These  companies  may  be in  direct
competition with the Company for available opportunities.


                                       11
<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS

(a)   The Exhibits listed below are filed as part of this Annual Report.

      3.1   Articles  of   Incorporation   (incorporated   by   reference   from
            Registration  Statement on Form 10-SB filed with the  Securities and
            Exchange Commission on January 6, 2000).

      3.2   Bylaws  (incorporated  by reference from  Registration  Statement on
            Form 10-SB filed with the  Securities  and  Exchange  Commission  on
            January 6, 2000).

      4.1   Specimen Common Stock  Certificate  (incorporated  by reference from
            Registration  Statement on Form 10-SB filed with the  Securities and
            Exchange Commission on January 6, 2000).

      23.1  Consent of independent certified public accountants.

      31.1  Certification  pursuant to Rule  13a-14(a)  or  15d-14(a)  under the
            Securities Exchange Act of 1934, as amended.

      31.2  Certification  pursuant to Rule  13a-14(a)  or  15d-14(a)  under the
            Securities Exchange Act of 1934, as amended.

      32.1  Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      32.2  Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)   No reports on Form 8-K were filed by the Company  during the last  quarter
      of its fiscal year ending September 30, 2004.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

For Year Ended September 30, 2004.

Audit Fees

The  aggregate  fees  billed by Schwartz  Levitsky  Feldman LLP for audit of the
Company's  annual  financial  statements  were  $2,500 for the fiscal year ended
September  30,  2004,  which  included  the  aggregate  fees  billed by Schwartz
Levitsky Feldman LLP for review of the Company's  financial  statements included
in its quarterly reports on Form 10-QSB.

Audit-Related Fees

Schwartz Levitsky Feldman LLP did not bill the Company any amounts for assurance
and related  services  that were related to its audit or review of the Company's
financial statements during the fiscal years ending September 30, 2004.


                                       12
<PAGE>

Tax Fees

The aggregate fees billed by Schwartz  Levitsky  Feldman LLP for tax compliance,
advice and planning were $0 for the fiscal year ended  September  30, 2004.

All Other  Fees

Schwartz  Levitsky  Feldman LLP did not bill the Company  for any  products  and
services  other than the foregoing  during the fiscal years ended  September 30,
2004.

For Year Ended December 31, 2003.

Audit Fees

The  aggregate  fees billed by Comiskey & Co.,  P.C. for audit of the  Company's
annual financial  statements were $1,800 for the fiscal year ended September 30,
2003,  and $1,800 for the fiscal year ended  September  30, 2002.  The aggregate
fees billed by Comiskey & Co for review of the  Company's  financial  statements
included  in its  quarterly  reports on Form  10-QSB were $450 during the period
ended September 30, 2003 and $450 during the period ended September 30, 2002.

Audit-Related Fees

Comiskey & Co did not bill the Company any  amounts  for  assurance  and related
services  that were  related to its audit or review of the  Company's  financial
statements  during the fiscal  years  ending  December  31, 2003 or December 31,
2002.

Tax Fees

The  aggregate  fees  billed by  Comiskey & Co. for tax  compliance,  advice and
planning  were $0 for the fiscal  year ended  December  31,  2003 and $0 for the
fiscal year ended  December 31, 2002.

All Other Fees

Comiskey & Co did not bill the Company for any products and services  other than
the foregoing  during the fiscal years ended  December 31, 2003 and December 31,
2002.


                                       13
<PAGE>

Item 7.   Financial Statements



                           OSK CAPITAL II CORPORATION

                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30,2004

                  (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)



<PAGE>

                           OSK CAPITAL II CORPORATION

                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30,2004

                  (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)


                               TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm................        1

Balance Sheets as at September 30, 2004 and September 30, 2003.........        2

Statements of Operations for the years ended September 30, 2004
   and September 30, 2003..............................................        3

Statements of Cash Flows for the years ended September 30, 2004 and
   September 30, 2003..................................................        4

Statements of Changes in Stockholders' Deficiency as at
   September 30, 2004..................................................        5

Notes to Financial Statements..........................................      6-8


<PAGE>

SCHWARTZ LEVITSKY FELDMAN LLP
COMPTABLES AGREES
CHARTERED ACCOUNTANTS
MONTREAL, TORONTO, OTTAWA


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of
OSK Capital II Corporation
(A Development Stage Company)

We have audited the balance  sheets of OSK Capital II Corporation (A Development
Stage Company) as at September 30, 2004 and the related statements of operations
and  stockholders'  equity and cash flows for the years then ended September 30,
2004  and  2003.  These  financial  statements  are  the  responsibility  of the
company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board in the United States. Those standards require that we
plan and perform an audit to obtain  reasonable  assurance whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of OSK Capital II Corporation as
at September  30, 2004 and 2003 and the results of its  operations  and its cash
flows for each of the year ended September 30, 2004 and 2003, in conformity with
generally accepted accounting principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the company
will  continue  as a going  concern.  As  outlined  in  note 1 to the  financial
statements,  the  company  has no  established  source  of  revenue  and has not
commenced any  commercial  operations.  This raises  substantial  doubt that its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

The  financial  statements as at September 30, 2003 and for the year then ended,
as well as the  cumulative  period  from  March 2, 1999 (date of  inception)  to
September  30, 2003 were  audited by other  auditors  who  expressed  an opinion
without reservation on the statements in their report dated December 1, 2003.

                                               /s/ Schwartz Levitsky Feldman LLP

Montreal, Quebec
April 21, 2005

                                                           CHARTERED ACCOUNTANTS

        | 1980, rue Sherbrooke Quest 10e etage
        | Montreal (Quebec) H3H 1E8
        | Tel: 514 937 6392
        | Fax: 514 933 9710


<PAGE>

OSK CAPITAL II CORPORATION

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS AT SEPTEMBER 30,2004 AND SEPTEMBER 30,2003

(Amounts expressed in United States Dollars)                              PAGE 2
--------------------------------------------------------------------------------

                                                            2004         2003
                                                          --------     --------
ASSETS
CURRENT
  Cash                                                    $    460     $    460
                                                          ========     ========
LIABILITIES
CURRENT
 Accounts payable                                         $  2,500     $  2,500
 Advance from shareholders                                   8,200        8,200
                                                          --------     --------
                                                            10,700       10,700
                                                          --------     --------
STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK (NOTE 2)                                       3,416        3,416

ADDITIONAL PAID IN CAPITAL                                  66,554       66,554

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE           (80,210)     (80,210)
                                                          --------     --------
TOTAL STOCKHOLDERS' DEFICIT                                (10,240)     (10,240)
                                                          --------     --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY            $    460     $    460
                                                          ========     ========


The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>
OSK CAPITAL II CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2004, SEPTEMBER 30, 2003 AND FROM INCEPTION

(Amounts Expressed in United States Dollars)                                              PAGE 3
------------------------------------------------------------------------------------------------

                                                                                    MARCH 2,1999
                                                                                    (INCEPTION) TO
                                                                                     DECEMBER 31,
                                                           2004           2003           2004
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
REVENUE                                                $        --    $        --    $        --
OPERATING EXPENSES

 Professional fees                                          10,417            175         80,085
 Other expenses                                                125             --            125
                                                       -----------    -----------    -----------
                                                            10,542            175         80,210
                                                       -----------    -----------    -----------
NET LOSS                                               $   (10,542)   $      (175)   $   (80,210)
                                                       ===========    ===========    ===========
NET LOSS PER COMMON SHARE BASIC AND DILUTED            $     (0.00)   $     (0.00)            --
                                                       ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  USED IN CALCULATION                                    3,416,000      3,416,000      3,367,679
                                                       ===========    ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>

OSK CAPITAL II CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2004, SEPTEMBER 30, 2003 AND FROM INCEPTION

(Amounts Expressed in United States Dollars)                              PAGE 4
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  March 2, 1999
                                                                                  (Inception) to
                                                                                  December 31,
                                                        2003           2004           2004
                                                      --------       --------       --------
<S>                                                   <C>            <C>            <C>
Operating activities

      Net loss from continuing operations             $ (8,042)      $   (175)      $(77,710)
      Issue of common stock for service                     --             --             --
      Increase in accounts payable                          --             --         60,200
                                                      --------       --------       --------

Net cash used in operating activities                   (8,042)          (175)       (17,510)
                                                      --------       --------       --------

Financing activities

      Issue of common stock                                 --             --          9,770
      Shareholder contributions                          8,200             --          8,200
                                                      --------       --------       --------

Net cash provided by financing activities                8,200             --         17,990
                                                      --------       --------       --------

Net increase (decrease) in cash and cash equivalent        158           (175)           460

Cash and cash equivalent, beginning of year                302            477             --
                                                      --------       --------       --------

Cash and cash equivalent, end of year                 $    460       $    302       $    460
                                                      ========       ========       ========

Income taxes paid                                     $     --       $     --       $     --
                                                      ========       ========       ========

Interest paid                                         $     --       $     --       $     --
                                                      ========       ========       ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>

OSK CAPITAL II CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIENCY

AS AT SEPTEMBER 30, 2004

(Amounts Expressed in United States Dollars)                                                                PAGE 5
------------------------------------------------------------------------------------------------------------------
                                                                                           Deficit
                                                                                          Accumulated     Total
                                                        Common Stock        Additional    During the    ----------
                                                  -----------------------     Paid in     Development  Stockholders'
                                                    Shares       Amount       Capital       Stage       Deficiency
                                                  ----------   ----------   ----------    ----------    ----------
<S>                                               <C>          <C>          <C>           <C>           <C>
At March 2, 1999                                   3,181,000   $    3,181   $   60,439    $       --    $   63,620
Net loss for the year 1999                                --           --           --       (61,390)      (61,390)
                                                  ----------   ----------   ----------    ----------    ----------
Balance, September 30, 1999                        3,181,000        3,181       60,439       (61,390)        2,230
Issue of stock for services                           35,000           35          315            --           350
Issue of stock for cash                              200,000          200        5,800            --         6,000
Net loss for the year 2000                                --           --           --        (4,939)       (4,939)
                                                  ----------   ----------   ----------    ----------    ----------
Balance, September 30, 2000                        3,416,000        3,416       66,554       (66,329)        3,641
Net loss for the year 2001                                --           --           --        (2,929)       (2,929)
                                                  ----------   ----------   ----------    ----------    ----------
Balance, September 30, 2001                        3,416,000        3,416       66,554       (69,258)          712
Net loss for year 2002                                    --           --           --          (235)         (235)
                                                  ----------   ----------   ----------    ----------    ----------
Balance, September 30, 2002                        3,416,000        3,416       66,554       (69,493)          477
Net loss for year 2003                                    --           --           --          (175)         (175)
                                                  ----------   ----------   ----------    ----------    ----------
Balance, September 30, 2003                        3,416,000        3,416       66,554       (69,668)          302
Net loss for the year 2004                                --           --           --       (10,542)      (10,542)
                                                  ----------   ----------   ----------    ----------    ----------
Balance, September 30, 2004                       $3,416,000   $    3,416   $   66,554    $  (80,210)   $  (10,240)
                                                  ==========   ==========   ==========    ==========    ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

OSK CAPITAL II CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2004

(Amounts Expressed in United States Dollars)                              PAGE 6
--------------------------------------------------------------------------------

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      GOING CONCERN

      The  accompanying  financial  statements  have been prepared in conformity
      with  generally   accepted   accounting   principles,   which  contemplate
      continuation of the Company as a going concern.  However,  the Company was
      only recently formed,  has incurred losses since its inception and has not
      yet been successful in establishing  profitable operations.  These factors
      raise  substantial doubt about the ability of the Company to continue as a
      going concern.

      In this regard,  management is proposing to raise any necessary additional
      funds not provided by operations  through  additional  sales of its common
      stock.  There is no  assurance  that the  Company  will be  successful  in
      raising this additional capital or achieving  profitable  operations.  The
      financial statements do not include any adjustments that might result from
      the outcome of these uncertainties.

      DEVELOPMENT STAGE COMPANY

      OSK Capital II Corp. has been in the development stage since its formation
      on March 2, 1999.  Planned  principal  operations have not commenced since
      then and the company has not generated any revenue.

      FINANCIAL STATEMENT PRESENTATION

      This summary of significant accounting policies of OSK Capital II Corp. is
      presented to assist in understanding of the Company financial  statements.
      The financial  statements and notes are  representations  of the Company's
      management who is responsible for their integrity and  objectivity.  These
      accounting   policies  conform  to  U.S.  generally  accepted   accounting
      principles and have been  consistently  applied in the  preparation of the
      financial statements, which are stared in the U.S. Dollars.

      ORGANIZATION AND BUSINESS OPERATIONS

      OSK Capital II Corp.  (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.  As of  September  30,  2004,  the
      Company did not commenced any formal business operations.  Therefore,  all
      the activities to date relate to the Company's organization. The Company's
      fiscal year end is September 30.

      The  Company's  ability to  commence  operations  is  contingent  upon its
      ability to identify a prospective target business and raise the capital it
      will require through the issuance of equity  securities,  debt securities,
      bank borrowings or a combination thereof.

      USE OF ESTIMATES

      The  preparation of the financial  statements in conformity with generally
      accepted  accounting  principles 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.  Actual  results  could  differ  from those
      estimates.


<PAGE>

OSK CAPITAL II CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2004

(Amounts Expressed in United States Dollars)                              PAGE 7
--------------------------------------------------------------------------------

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      CASH AND CASH EQUIVALENTS

      For  purposes of  reporting  the  statement  of cash flows,  cash and cash
      equivalents  include  highly  liquid  investments  with  maturity of three
      months or less at the time of purchase.

      EARNINGS (LOSS) PER SHARE

      Earnings  (loss) per share of common stock is computed by dividing the net
      loss by the weighted  average number of common shares  outstanding  during
      the year. Fully diluted earnings per share are not presented  because they
      are anti-dilutive.

      INCOME TAXES

      The Company  accounts  for income  taxes under the  Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109").
      Under SFAS 109, deferred tax assets and liabilities are recognized for the
      future tax consequences  attributable to differences between the financial
      statement  carrying  amounts of existing  assets and liabilities and their
      respective  tax basis.  Deferred tax assets and  liabilities  are measured
      using enacted tax rates  expected to apply to taxable  income in the years
      in which those  temporary  differences  are  expected to be  recovered  or
      settled.  The effect on deferred tax assets and liabilities of a change in
      tax  rates is  recognized  in  income  in the  period  that  includes  the
      enactment  date.  There were no current or deferred  income tax expense or
      benefits  due to the fact  that  the  Company  did not  have any  material
      operations for the period from May 26, 1999 (inception)  through September
      30, 2004.

2.    RECENTLY ISSUED ACCOUNTING POLICIES

      SFAS No. 149 - Amendment of statement  133 on derivative  instruments  and
      hedging   activities.   This  statement  amends  and  clarifies  financial
      accounting  and reporting  for  derivative  instruments  embedded in other
      contracts  (collectively  referred  to as  derivatives)  and  for  hedging
      activities  under  FASB 133  accounting  for  derivative  instruments  and
      hedging activities.

      SFAS  No.  150  -  Accounting  for  certain  financial   instruments  with
      characteristics of both liabilities and equity. This statement establishes
      standards  for how an issuer  classifies  and measures  certain  financial
      instruments with characteristics of both liabilities and equity.

      SFAS No. 151 - "Inventory  Costs,  an Amendment of ARB No. 43, Chapter 4."
      SFAS No. 151  retains  the  general  principle  of ARB No. 43,  Chapter 4,
      "Inventory  Pricing," that  inventories are presumed to be stated at cost;
      however,  it amends ARB No. 43 to clarify  that  abnormal  amounts of idle
      facilities,  freight,  handling costs and spoilage should be recognized as
      current period expenses.  Also, SFAS No. 151 requires fixed overhead costs
      he allocated  to  inventories  based on normal  production  capacity.  The
      guidance in SAFS No. 151 is effective for inventory  costs incurred during
      fiscal years beginning after June 1 5, 2005.

<PAGE>

OSK CAPITAL II CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2004

(Amounts Expressed in United States Dollars)                              PAGE 8
--------------------------------------------------------------------------------

2.    RECENTLY ISSUED ACCOUNTING POLICIES (CONTINUED)

      SFAS 123 (Revised) - "Share Based Payment," which will require the Company
      to measure the cost of employee services received in exchange for an award
      of equity  instruments  based on the  grant-date  fair value of the award.
      That cost will be recognized over the period during,  which an employee is
      required  to  provide  service in  exchange  for the  award-the  requisite
      service period. No compensation cost is recognized for equity  instruments
      for which  employees do not render the requisite  service.  The grant-date
      fair value of  employee  share  options and  similar  instruments  will be
      estimated   using   option-pricing   models   adjusted   for  the   unique
      characteristics  of those instruments.  SFAS No. 123 (Revised)  eliminates
      the use of APB Opinion No. 25. SFAS No. 123 (Revised) is effective for the
      first interim or annual  reporting  period that begins after  December 15,
      2005.  Early  adoption for interim or annual  periods for which  financial
      statements or interim reports have not been issued is encouraged.

      SFAS 152 - In December 2004, the FASB issued SFAS No. 152  "Accounting for
      Real Estate  Time-sharing  Transactions - an amendment of FASB  Statements
      No. 66 and 67" ("SFAS 152").  This statement  amends FASB Statement No. 66
      "Accounting   for  Sales  of  Real  Estate"  to  reference  the  financial
      accounting   and   reporting   guidance   for  real  estate   time-sharing
      transactions  that  is  provided  in  AICPA  Statement  of  Position  04-2
      "Accounting for Real Estate Time-sharing  Transactions" ("SOP 04-2"). SFAS
      152 also amends FASB  Statement No. 67  "Accounting  for Costs and Initial
      Rental  Operations of Real Estate Projects" to state that the guidance for
      incidental operations and costs incurred to sell real estate projects does
      not apply to real estate  time-sharing  transactions,  with the accounting
      for those  operations and costs being subject to the guidance in SOP 04-2.
      The provisions of SFAS 152 are effective in fiscal years  beginning  after
      June 15, 2005.

3.    CAPITAL STOCK

      Authorized

      The Company is authorized to issue  125,000,000  shares of common stock at
      $0.001 par value as at September 30, 2004 3,416,000 shares were issued and
      outstanding.

      On July 29, 2004, the company amended its certificate of  incorporation to
      increase the number of authorized  shares of common stock from  25,000,000
      to 125,880,000.

      There are no  warrants  or  options  outstanding  to issue any  additional
      shares of common stock.


<PAGE>

                                   SIGNATURES

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


                                                  OSK CAPITAL II CORP.

                                                  By /s/ Francis Mailhot
                                                    ----------------------------
                                                    Chief Executive Officer

                                                  By /s/ Francis Mailhot
                                                    ----------------------------
                                                    Chief Accounting Officer

                                                    Date: May 3, 2005

In  accordance  with the  Exchange Act , the report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


                                                  By /s/ Francis Mailhot
                                                    ----------------------------
                                                    Director



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