U.S.
      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
  For
        the Fiscal Year Ended September 30, 2007
 Commission
        File Number: 333-136993





TELIPHONE
      CORP


(Name
      of small business issuer in its
      charter)




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





4150
      Ste-Catherine Street West, Suite
      200,


Westmount
      (Montreal),


Quebec,
      Canada, H3Z
      0A1


(Address
      of principal executive offices)





(514)
      313-6010


(Issuer’s
      telephone number)




Joseph
      I. Emas, Attorney at Law


1224
      Washington Avenue


Miami
      Beach, Florida  33139


Telephone:
      305.531.1174


(Name,
      address
      and telephone number of agent for service)






Securities
      Registered Under Section 12(b) of the Exchange Act:


None




Securities
      Registered Under Section 12(g) of the Exchange Act:


Common
      Stock, $0.001






Check
      whether the issuer (1) 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 registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.     Yes
x    
No  ̈




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation SB contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10KSB or any
      amendment to this Form 10KSB.x




State
      issuer’s revenues for its most recent fiscal year: $673,278




Indicate
      if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
      Act)as of September 30, 2007.     Yes  ̈    
No x




The
      aggregate market value of the registrant’s common stock held by non-affiliates
      of the registrant as of January 10, 2008 was approximately $___________. Solely
      for purposes of the foregoing calculation, all of the registrant’s directors and
      officers are deemed to be affiliates.




APPLICABLE
      ONLY TO CORPORATE
      ISSUERS




The
      number of shares outstanding of the registrant’s Common Stock, par value $.001
      per share (the “Common Stock”), as of January 10, 2008, was
      33,554,024.




Transitional
      Small Business Disclosure Format:




Yes
 ̈    
      No x









TELIPHONE
        CORP.
 Report
        on Form 10-KSB
 For
        the Fiscal Year Ended September 30, 2007
   PagePART
                    IItem
                    1.
                Description
                    of Business
                1Item
                    2.
                Description
                    of Property
                21Item
                    3.
                Legal
                    Proceedings
                21Item
                    4.
                Submission
                    of Matters to Vote of Security Holders
                22PART
                    IIItem
                    5.
                Market
                    for Common Equity, Related Stockholder Matters and Small Business
                    Issuer
                    Purchases of Equity Securities
                22Item
                    6.
                Management’s
                    Discussion and Analysis or Plan of Operation
                27Item
                    7.
                Financial
                    Statements
                39Item
                    8.
                Changes
                    in and Disagreements with Accountants on Accounting and Financial
                    Disclosure
                67Item
                    8A.
                Controls
                    and Procedures
                67Item
                    8B.
                Other
                    Information
                68PART
                    IIIItem
                    9.
                Directors,
                    Executive Officers, Promoters and Control Persons; Compliance
                    with Section
                    16(a) of the Exchange Act
                68Item
                    10.
                Executive
                    Compensation
                69Item
                    11.
                Security
                    Ownership of Certain Beneficial Owners and Management and Related
                    Stockholder Matters
                71Item
                    12.
                Certain
                    Relationships and Related Transactions
                72Item
                    13.
                Exhibits
                72Item
                    14
                Principal
                    Accountant Fees and Services
                74Signatures
                
                75







ITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
 
 FORWARD-LOOKING
        STATEMENTS
 
 This
        Annual Report on Form 10-KSB contains, in addition to historical information,
        forward-looking statements regarding Entech Environmental Technologies, Inc.
        (the "Company" or "Entech"), which represent the Company's expectations or
        beliefs including, but not limited to, statements concerning the Company's
        operations, performance, financial condition, business strategies, and other
        information and that involve substantial risks and uncertainties. The Company's
        actual results of operations, some of which are beyond the Company's control,
        could differ materially. For this purpose, any statements contained in this
        Report that are not statements of historical fact may be deemed to be
        forward-looking statements. Without limiting the generality of the foregoing,
        words such as "may," "will," "expect," "believe," "anticipate," "intend,"
        "could," "estimate," or "continue" or the negative or other variations thereof
        or comparable terminology are intended to identify forward-looking statements.
        Factors that could cause or contribute to such differences include, but are
        not
        limited to, history of operating losses and accumulated deficit; need for
        additional financing; dependence on future sales of our services; competition;
        dependence on management; risks related to proprietary rights; government
        regulation; and other factors described under "Risk Factors" and throughout
        this
        Annual Report on Form 10-KSB. Actual results may differ materially from those
        projected. These forward-looking statements represent our judgment as of
        the
        date of the filing of this Annual Report on Form 10-KSB. We disclaim any
        intent
        or obligation to update these forward-looking statements
 
 COMPANY
        OVERVIEW
 
 Company
        History; Organization Within the Last Five Years
  Corporate
        Structure
  Teliphone
        Corp was incorporated in the State of Nevada on March 2, 1999 under the name
        "OSK Capital II Corp." 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. On August 21, 2006, we changed our name from OSK Capital
        II
        Corp. to Teliphone Corp.
  As
        a
        result of the merger and re-organization, Teliphone Inc. became our wholly
        owned
        subsidiary and 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.  The merger and re-organization of April
        28, 2005 was a business combination between Teliphone Inc. and OSK Capital
        II
        Corp. As a result, Teliphone Inc. became a wholly-owned subsidiary of OSK
        Capital II Corp.
  The
        Principal terms of the combination were that a recapitalization occurred
        as a
        result of the reverse merger. The shareholder's equity of OSK Capital II
        Corp.
        became that of Teliphone Inc. Original shareholders of OSK Capital II Corp.
        maintained their shareholdings of OSK Capital II Corp. and new treasury shares
        of OSK Capital II Corp. were issued to shareholders of Teliphone
        Inc.
  On
        July
        14th, 2006 the Company entered into a Letter of Intent with 3901823 Canada
        Inc.
        ("3901823") whereby Teliphone Inc. will issue 3901823 new shares from its
        treasury such that 3901823 will become a 25% owner of our subsidiary Teliphone
        Inc. in return for additional investment in the company. As a result of this
        transaction, Teliphone Inc. remains a majority-owned subsidiary of the Company.
        The Company does not have any other subsidiaries.
  On
        October 30, 2006, United American Corporation spun off their share position
        in
        our Company through the pro rata distribution of their 25,737,956 shares
        to
        their shareholders. Although there were no contractual obligations on the
        part
        of the company or United American Corporation, this spin off was part of
        a long
        term strategy of United American Corporation.
  1
  History
        of Key Agreements
  At
        the
        time of the merger and re-organization, the Company, through its subsidiary
        Teliphone Inc., was able to offer its services to customers in Canada only.
        This
        was achieved through the signing of a retail distribution agreement on March
        1,
        2005, with BR Communications Inc. ("BR") for the purpose accessing the retail
        consumer portion of our target market through retail and Internet-based sales.
        Under the terms of this agreement, BR was granted the exclusive right to
        distribute Teliphone Inc.’s VoIP services via Internet-based sales or direct
        sales to retail establishments in the territory consisting of the Province
        of
        Quebec in Canada exclusive of Sherbrooke, Quebec for a 5 year term. The
        agreement includes a commitment by Teliphone Inc. to pay BR 25% of the recurring
        revenues derived from clients in the territory. BR then utilizes this 25%
        to
        distribute a portion of the recurring revenues to their base of re-sellers.
        Teliphone Inc. provides the hardware necessary for the delivery of their
        VoIP
        services directly to the re-sellers, and therefore BR does not receive any
        commission on the sale of, nor distribution of, the hardware. Recurring revenues
        from paying customers include unlimited local and long distance calling
        services. This agreement was later expanded on July 6, 2005 to include the
        city
        of Ottawa within the Province of Ontario and to remove the restriction of
        Sherbrooke, Quebec.
  On
        April
        22, 2005, the Company, through its subsidiary Teliphone Inc., entered into
        a
        Wholesale distribution agreement with 9151-4877 Quebec Inc., also known as
        "Dialek Telecom". Teliphone Inc. supplies Dialek Telecom with VoIP services
        to
        Dialek's Canadian and US customers, permitting Dialek Telecom to brand the
        service "Dialek VoIP" instead of "Teliphone VoIP". The agreement also permits
        Dialek Telecom to invoice and support its clients directly. The term of the
        agreement is for one year renewable to successive one year terms upon 30
        days
        written notice.
  On
        June
        1, 2005, the Company, through its subsidiary Teliphone Inc., signed an Agreement
        with Northern Communication Services Inc. ("Northern") such that Northern
        would
        supply the company with Emergency 9-1-1 caller address verification and call
        transfer services to the necessary Municipal Emergency Services Department
        associated with the caller's location. This service is required for Teliphone
        Inc.'s customers located in North America. The term of the agreement is for
        3
        years, renewable automatically for an additional 3 years with a termination
        clause of 90 days written notice.
  The
        Company sought to further expand its distribution reach internationally and
        on
        August 23, 2005, we entered into a marketing and distribution agreement with
        Podar Enterprise ("Podar") of Mumbai, India. Podar is focused on building
        a
        distribution network to sell to consumers in Central, South, and East Asia,
        Eastern Europe, and parts of the Middle East. Under the terms of this agreement,
        Podar was granted the exclusive marketing and distribution rights for our
        products and services in India, China, Sri Lanka, United Arab Emirates, and
        Russia. The agreement stipulated that Podar was to receive 25% of the recurring
        revenues sold to clients in the territory. The agreement does not deal with
        any
        hardware sales, as the intent of the agreement was to have clients source
        the
        necessary hardware locally in their country. Recurring revenues from paying
        customers include long distance calling services outside of the customer’s
        geographic location. The term of this agreement is five (5) years subject
        to
        early termination with 60 days notice following any default under the
        agreement.
  On
        December 2, 2005, the Company, through its subsidiary Teliphone Inc. signed
        a
        Co-Location and Bandwidth Services Agreement with Peer 1. The agreement
        stipulates that the Company houses its telecommunications and computer server
        hardware within the Peer 1 Montreal Data center, located at 1080 Beaver Hall,
        suite 1512, Montreal, Quebec, Canada. Likewise, Teliphone Inc. agrees to
        purchase Peer 1 bandwidth services and internet access across its worldwide
        network. The term of the contract was for 12 months, renewable for successive
        30
        day terms.
  The
        Company sought to expand its product offering in order to offer its broadband
        phone services to US customers as well. The Company signed an agreement with
        RNK
        Telecom Inc, a New Jersey company, in December of 2005 which permitted the
        company to interconnect with RNK's network of US cities. This agreement has
        a
        term of one year renewable month to month at the end of the term.
  2
  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. However, on
        July
        6th, 2006, the agreement with iPhonia Inc. was terminated by both parties.
        The
        original agreement was to set forth the rights and obligations pertaining
        to the
        transfer of Iphonia's clients and services to Teliphone Inc., the Company's
        subsidiary, along with the sale of various telecommunications and equipment.
        The
        term of the agreement was to be 24 months.
  On
        April
        6, 2006, the Company, through its subsidiary Teliphone Inc. signed a Master
        Services Agreement with Rogers Business Solutions ("Rogers"). This agreement
        permits Teliphone Inc. to purchase voice channel capacity for its Canadian
        Network. The majority of its current voice channel capacity already exists
        with
        Rogers, however, the current agreements are still between Rogers and the
        Company's former parent company, United American Corporation. It is anticipate
        that all of the capacity will transfer under the Teliphone Inc.-Rogers agreement
        by June 30, 2007. The term of the agreement is for 2 years, with no specific
        renewal conditions.
  Teliphone
        Inc., a majority-owned subsidiary of the Company, 3901823 Canada Inc., the
        holding company of Intelco Communications ("3901823"), and Intelco
        Communications ("Intelco") entered into an agreement on July 14, 2006. Pursuant
        to the terms of the Agreement, Teliphone Inc. agreed to issue 35 class A
        voting
        shares of its common stock representing 25.2% of Teliphone Inc.'s issued
        shares
        to 3901823 in exchange for office rent, use of Intelco's data center for
        Teliphone Inc.'s equipment, and use of Intelco's broadband telephony network
        valued at approximating $144,000 (CDN$) for the period August 1, 2006 through
        July 31, 2007, a line of credit of $75,000 (CDN$), of which $25,000 (CDN$)
        was
        already drawn upon in July 2006 and paid back in December 2006.
  Teliphone
        Inc. also agreed to make available to the customers of Intelco certain
        proprietary software for broadband telephony use. In lieu of receiving cash
        for
        the licensing of this software, Teliphone Inc. will apply $1 per customer
        per
        month at a minimum of $5,000 per month. Following a twelve month period,
        Intelco
        will receive additional shares of class A voting common stock of Teliphone
        Inc.
        for the difference in the value between $144,000 and the total payments credited
        back to Teliphone Inc. The maximum amount of additional shares that can be
        issued to Intelco after the twelve month period is an additional 8.34% of
        Teliphone Inc.'s issued and outstanding shares. In the event that the total
        payments credited back to Teliphone Inc. exceeds $144,000, Intelco will not
        be
        entitled to the issuance of any additional shares of Teliphone Inc. common
        stock.
  Description
        of Business
  Principal
        products or services and their markets
  With
        the
        merger and re-organization we became a telecommunications company providing
        broadband telephone services utilizing our innovative Voice over Internet
        Protocol, or VoIP, technology platform, to offer feature-rich, low-cost
        communications services to our customers, thus providing them an experience
        similar to traditional telephone services at a reduced cost. VoIP means that
        the
        technology used to send data over the Internet (example, an e-mail or web
        site
        page display) is used to transmit voice as well. The technology is known as
        packet switching. Instead of establishing a dedicated connection between
        two
        devices (computers, telephones, etc.) and sending the message "in one piece,"
        this technology divides the message into smaller fragments, called 'packets'.
        These packets are transmitted separately over the internet and when they
        reach
        the final destination, they are reassembled into the original
        message.
  Our
        Company has invested in the research and development of our VoIP
        telecommunications technology which permits the control, forwarding, storing
        and
        billing of phone calls made or received by our customers. Our technology
        consists of proprietary software programming and specific hardware
        configurations, however, we have no specific legal entitlement that does
        not
        permit someone else from utilizing the same base software languages and same
        hardware in order to produce similar telephony service offerings.
  3
 
 Base
        software languages are the language building blocks used by programmers to
        translate the desired logic sequences into a message that the computer can
        understand and execute.  An example of a logic sequence is “if the
        user dials “011” before the number, the software should then treat this as an
        international call and invoice the client accordingly”.  The
        combination and use of these building blocks is known as ‘software code”, and
        hence this combination, created by the Company’s programmers, along with
“off-the-shelf” computer and telecommunications hardware (ie. Equipment that is
        readily available by computer, networking and telecommunications companies)
        is
        collectively referred to as “our technology and trade secrets”.
 
 Examples
        of “off-the-shelf” hardware utilized include the desktop phones and handsets,
        computer servers used to store such things as account information and voice
        mail, and telecommunications hardware that permit the routing of telephone
        voice
        calls between various points across the internet and the world’s Public Switched
        Telephone Network (PSTN), the global wired and wireless connections between
        every land and mobile phone.
  We
        therefore cannot be certain that others will not gain access to our technology.
        In order to protect this proprietary technology, we hold non-disclosure and
        confidentiality agreements and understandings with our employees, consultants,
        re-sellers, distributors, wholesalers and technology partners. We cannot
        guarantee that our technology and trade secrets will not be stolen, challenged,
        invalidated or circumvented. If any of these were to occur, we would suffer
        from
        a decreased competitive advantage, resulting in lower profitability due to
        decreased sales.
  The
        Company offers the following products and services to customers utilizing
        its
        VoIP technology platform:
  ·
              Residential
                  phone service. Customers purchase a VoIP adaptor from a re-seller
                  and
                  install it in their home. This allows all of their traditional
                  phones in
                  their home to have their inbound and outbound calls redirected
                  to
                  Teliphone. As a result, the residential customer purchases their
                  choice of
                  unlimited local or long distance calling services, with pay-per-minute
                  long distance calling services.
  ·
              Business
                  phone service. Customers purchase multiple VoIP adaptors from re-sellers
                  and install them in their business. Similar to Residential phone
                  service,
                  customers purchase various local and long distance calling services
                  from
                  the Company.
  For
        Residential and Business phone services, the Company, through its subsidiary
        Teliphone Inc., invoices and collects funds directly from the end-user customer
        and pays a commission to their re-sellers and distributors upon receipt of
        the
        funds. The customer can also purchase the VoIP adaptors and calling services
        directly with Teliphone Inc. via its website www.teliphone.us for
        US customers, www.teliphone.ca for
        Canadian customers and www.teliphone.in for
        India customers.
  ·
              The
                  Company also sells VoIP calling services to Wholesalers who re-sell
                  these
                  services to their customers. In this case, the Company’s subsidiary
                  Teliphone Inc. provides the services to the end-user customers,
                  however
                  invoices and collects funds from the Wholesaler, who invoices their
                  customers and provides technical support to their customers
                  directly.
  The
        VoIP
        adaptors are manufactured by Linksys-Cisco and purchased by the Company directly
        from the manufacturer and re-sold to the re-sellers and wholesalers. The
        Company’s subsidiary Teliphone Inc. is a Linksys-Cisco Internet Telephony
        Services approved supplier based on their agreement signed in October
        2005.
  4
  Distribution
        methods of the products or services
  Retail
        Sales.
  We
        distribute our products and services through our retail partners' stores.
        Our
        retail partners have existing public retail outlets where they typically
        sell
        telecommunications or computer related products and services such as other
        telecommunications services (cellular phones) or computer hardware and
        software.
  The
        Company does not own or rent any retail space for the purpose of distribution,
        rather, it relies on its re-seller partners to display and promote the Company's
        products and services within their existing retail stores. Our agreement
        with BR
        Communications Inc. has permitted us to establish our retail sales
        channel.
  Our
        relationship to the retail outlets is on of a supplier. We supply the hardware
        to the retail outlet owners, who have a re-seller agreement with our
        distributor, BR Communications Inc. We ship these products direct to the
        stores
        based on their requirements. All shipments are Cash On Delivery payment
        terms.
  For
        a
        retail sale to occur, our re-sellers purchase hardware from us and hold
        inventory of our hardware at their store. In some cases, we may sell the
        hardware to our re-sellers below cost in order to subsidize the customer's
        purchase of the hardware from the re-seller. Upon the sale of hardware to
        the
        customer, the retail partner activates the service on our website while in-store
        with the customer.
  Internet
        Sales.
  We
        likewise distribute our products through the sale of hardware on our website,
        www.teliphone.us. The customer purchases the necessary hardware from our
        on-line
        catalog. Upon receipt of the hardware from us, the customer returns to the
        company's website to activate their services.
  Wholesale
        Sales.
  We
        likewise distribute our products and services through Wholesalers. A Wholesaler
        is a business partner who purchases our products and services "unbranded",
        that
        is, with no reference to our Company on the hardware or within the service,
        and
        re-bills the services to their end-user customers. In the case of a sale
        to our
        Wholesalers, we do not sell the hardware below cost.
  In
        the
        Province of Quebec, we have an agreement with 9151-4877 Quebec Inc. "Dialek"
        who
        is a wholesaler of our products and services. The nature of the agreement
        is
        such that Dialek purchases our products and services at volume quantities
        and
        re-sells them to their own end-user customers. Dialek maintains customer
        services and accounting directly with their clients. This agreement was for
        a
        term of one year from signing and is now being renewed on a monthly basis
        for
        one month increments. Internationally, we have an agreement with Podar Infotech
        LLC "Podar"of India, our principal wholesale partner in Asia and the Middle
        East.. Podar sells to re-sellers and end-users the Company's products and
        services exclusively in India, China, Russia, Sri Lanka and the United Arab
        Emirates.. The term of this agreement is five (5) years subject to early
        termination with 60 days notice following any default under the agreement.
        In
        this agreement, Podar acts as the sales agent, however Teliphone invoices
        the
        clients in India directly.
  The
        agreements between our wholesalers and our customers are similar to those
        that
        the Company has with our Retail customers. The wholesalers provide monthly
        calling services to their customers and invoice them on a monthly basis on
        their
        usage. Our form of general conditions for use of the Company's
        telecommunications products and services found in exhibit 10.2 of this
        prospectus presents the general and underlying agreement that we hold with
        our
        Wholesalers. While product and professional liability cannot be entirely
        eliminated, the conditions set forth in the agreement serve to forewarn
        Wholesalers that should a stoppage of service occur we cannot be held
        liable.  Since we do not currently hold product and professional
        liability insurance coverage, this does not protect us from potential
        litigation. The risk of this is outlined in risk factor C.6. in this
        prospectus.
  5
  Status
        of any publicly announced new product or service
  TeliPhone
        VoIP services were officially launched to the public in the Province of Quebec
        in December of 2004.
  teliPhone
        Residential VoIP service
  The
        Company currently offers a residential VoIP phone service to customers in
        the
        provinces of Ontario and Quebec.. Average revenues per customer are $30.00
        per
        month. The customer can also purchase virtual numbers from other cities in
        North
        America and internationally, permitting the customer to provide a local phone
        number to their calling party who is in another area or country that normally
        would represent a long distance call. These services cost from 5$ to 30$
        per
        month depending on the country.
  teliPhone
        Small business VoIP services
  During
        2005Q3, The Company began to target Small and Medium sized business clients
        with
        an expanded version of its offering. Average revenues per customer in this
        segment are $400. The Company markets these services primarily through its
        telecom interconnection resellers, who have existing customer relationships
        in
        this segment.
  Teliphone
        has also developed and integrated new software permitting the replacement
        of
        traditional auto-attendant and office telephony systems. The Company is
        currently finalizing its beta trials and will introduce to the market through
        its interconnection re-seller base in 2007Q4.
  CallOnA.com
  We
        are
        currently testing our CallOnA.com service, which permits users to execute
        free
        calls to certain international destinations by initiating a call from our
        website. This service has not been fully tested as of yet and we anticipate
        launching the service in a preliminary form within 2008.
  teliPhone
        Mobile VoIP and Single Point of Contact services (MobilNation)
  This
        service is an entry-level service targeting both residential and business
        mobile
        phone users. This end-user customer does not require broadband internet access
        nor any additional equipment to utilize this service. Users pay a fixed monthly
        fee of $9.95 per month and receive a phone number where they are provided
        options to re-direct the incoming call to numerous phones, enhanced voice-mail,
        as well as the ability to add virtual numbers from other cities ($4.95 per
        month), eliminating inbound long distance charges to their calling
        parties.
  Customers
        of MobilNation are provided with multiple dial-up numbers from various cities
        in
        the US & Canada.. This permits the customer to make long distance calls on
        their home or cellular phone by purchasing the long distance call from the
        Company instead of their existing service provider. Our rates are typically
        up
        to 50% less than existing suppliers, thereby reducing our customer's overall
        monthly phone bill.
  The
        MobilNation services are currently in the final stages of development. They
        will
        be marketed primarily over the Internet and will be introduced in 2007Q1
        to The
        Company's Retail sales channel as well. As described above, the Company does
        not
        own or rent any retail space for the purpose of distribution, rather, it
        relies
        on its re-seller partners to display and promote the Company's products and
        services within their existing retail stores.
  Competitive
        Business Conditions
  Today,
        VoIP technology is used in the backbone of many traditional telephone networks,
        and VoIP services are offered to residential and business users by a wide
        array
        of service providers, including established telephone service providers.
        These
        VoIP providers include traditional local and long distance phone companies,
        established cable companies, Internet service providers and alternative voice
        communications providers such as Teliphone.
  6
  While
        all
        of these companies provide residential VoIP communications services, each
        group
        provides those services over a different type of network, resulting in important
        differences in the characteristics and features of the VoIP communications
        services that they offer. Traditional wireline telephone companies offering
        VoIP
        services to consumers do so using their existing broadband DSL networks.
        Similarly, cable companies offering VoIP communications services use their
        existing cable broadband networks. Because these companies own and control
        the
        broadband network over which the VoIP traffic is carried between the customer
        and public switched telephone network, they have the advantage of controlling
        a
        substantial portion of the call path and therefore being better able to control
        call quality. In addition, many of these providers are able to offer their
        customers additional bandwidth dedicated solely to the customer's VoIP service,
        further enhancing call quality and preserving the customer's existing bandwidth
        for other uses. However, these companies typically have high capital
        expenditures and operating costs in connection with their networks. In addition,
        depending on the structure of their VoIP networks, the VoIP services provided
        by
        some of these companies can only be used from the location at which the
        broadband line they provide is connected.
 
 Like
        traditional telephone companies and cable companies offering VoIP services,
        the
        Company also connects its VoIP traffic to the public switched telephone network
        so that their customers can make and receive calls to and from non-VoIP users.
        Unlike traditional telephone companies and cable companies, however, alternative
        voice communications providers such as Teliphone do not own or operate a
        private
        broadband network. Instead, the VoIP services offered by these providers
        use the
        customer's existing broadband connection to carry call traffic from the customer
        to their VoIP networks. These companies do not control the "last mile" of
        the
        broadband connection, and, as a result, they have less control over call
        quality
        than traditional telephone or cable companies do. However, these companies
        have
        the operating advantage of low capital expenditure requirements and operating
        costs.
 Internet
        service providers generally offer or have announced intentions to offer VoIP
        services principally on a PC-to-PC basis. These providers generally carry
        their
        VoIP traffic for the most part over the public Internet, with the result
        that
        VoIP services are often offered for free, but can only be used with other
        users
        of that provider's services. Many of these providers offer a premium service
        that allows customers to dial directly into a public switched telephone network.
        In addition, while no special adapters or gateways are required, often customers
        must use special handsets, headsets or embedded microphones through their
        computers, rather than traditional telephone handsets.
  Competition
  The
        telecommunications industry is highly competitive, rapidly evolving and subject
        to constant technological change and to intense marketing by different providers
        of functionally similar services. Since there are few, if any, substantial
        barriers to entry, except in those markets that have not been subject to
        governmental deregulation, we expect that new competitors are likely to enter
        our markets. Most, if not all, of our competitors are significantly larger
        and
        have substantially greater market presence and longer operating history as
        well
        as greater financial, technical, operational, marketing, personnel and other
        resources than we do.
  Our
        use
        of VoIP technology and our proprietary systems and products enables us to
        provide customers with competitive pricing for telecommunications services.
        Nonetheless, there can be no assurance that we will be able to successfully
        compete with major carriers in present and prospective markets. While there
        can
        be no assurances, we believe that by offering competitive pricing we will
        be
        able to compete in our present and prospective markets.
  We
        rely
        on specialized telecommunications and computer technology to meet the needs
        of
        our consumers. We will need to continue to select, invest in and develop
        new and
        enhanced technology to remain competitive. Our future success will also depend
        on our operational and financial ability to develop information technology
        solutions that keep pace with evolving industry standards and changing client
        demands. Our business is highly dependent on our computer and telephone
        equipment and software systems, the temporary or permanent loss of which
        could
        materially and adversely affect our business.
  7
  The
        Company is provided its phone numbers and interconnection with the existing
        public switched telephone network in Canada by Rogers Business Solutions.
        This
        agreement was originally signed in 2004 under Teliphone's former parent company
        United American Corporation and has since been updated to the current agreement
        with Teliphone and Rogers Business Solutions signed on April 25th, 2006.
        In the
        US and internationally, this service is provided by RNK Telecom
        Inc.
  We
        are
        not dependent on a few major customers. Our largest Wholesale customer, Dialek
        Telecom, currently produces less than 10% of our monthly revenues.
  We
        do not
        currently hold any patents, trademarks, licences, franchises, concessions
        or
        royalty agreements.
  Existing
        and Probable Governmental Regulation
  Overview
        of Regulatory Environment
  Traditional
        telephone service has historically been subject to extensive federal and
        state
        regulation, while Internet services generally have been subject to less
        regulation. Because some elements of VoIP resemble the services provided
        by
        traditional telephone companies, and others resemble the services provided
        by
        Internet service providers, the VoIP industry has not fit easily within the
        existing framework of telecommunications law and until recently, has developed
        in an environment largely free from regulation.
  The
        Federal Communications Commission, or FCC, the U.S. Congress and various
        regulatory bodies in the states and in foreign countries have begun to assert
        regulatory authority over VoIP providers and are continuing to evaluate how
        VoIP
        will be regulated in the future. In addition, while some of the existing
        regulation concerning VoIP is applicable to the entire industry, many rulings
        are limited to individual companies or categories of service. As a result,
        both
        the application of existing rules to us and our competitors and the effects
        of
        future regulatory developments are uncertain.
  Regulatory
        Classification of VoIP Services
  On
        February 12, 2004, the FCC initiated a rulemaking proceeding concerning the
        provision of VoIP and other services, and applications utilizing Internet
        Protocol technology. As part of this proceeding, the FCC is considering whether
        VoIP services like ours should be classified as information services, or
        telecommunications services. We believe our service should be classified
        as
        information services. If the FCC decides to classify VoIP services like ours
        as
        telecommunications services, we could become subject to rules and regulations
        that apply to providers of traditional telephony services. This could require
        us
        to restructure our service offering or raise the price of our service, or
        could
        otherwise significantly harm our business.
  While
        the
        FCC has not reached a decision on the classification of VoIP services like
        ours,
        it has ruled on the classification of specific VoIP services offered by other
        VoIP providers. The FCC has drawn distinctions among different types of VoIP
        services, and has concluded that some VoIP services are telecommunications
        services while others are information services. The FCC's conclusions in
        those
        proceedings do not determine the classification of our service, but they
        likely
        will inform the FCC's decision regarding VoIP services like ours.
  In
        Canada, the Canadian Radio-Television Commission (CRTC) is the regulating
        body
        who has set guidelines that our subsidiary, Teliphone, must meet. These
        guidelines center around 9-1-1 calling services and other services that are
        normally available to subscribers of traditional telephony services. Teliphone
        has met these requirements in its product offering.
  8
  An
        additional element of Canadian regulation is that the incumbent providers,
        Bell
        Canada (Central and Eastern Canada) and Telus (Western Canada), who in 2004
        controlled over 98% of the Business and Residential phone lines, are not
        able to
        reduce their prices to meet the newly offered reduced price options of
        independent VoIP and Cable phone companies. This regulation permitted
        independents such as Teliphone to provide their VoIP phone service without
        fear
        of anti-competitive activity by the incumbents. The CRTC has recently ruled
        that
        they will permit the reduction of pricing by the incumbent carriers once
        a 25%
        market share has been attained by the upstart phone service providers. Effective
        March 2005, there is a penetration of 10% of phone services by up-start VoIP
        providers. Teliphone views its long term strategy outside of just residential
        phone service, through the availability of international phone numbers to
        global
        clients, thereby creating an international product offering, a strategy that
        is
        very different from the geographically limited incumbent carriers.
  Customer
        Access to Broadband Services
  Our
        customers must have broadband access to the Internet in order to use our
        service. In the case of the Canadian market, our principal market, the Canadian
        Radio-Television Telecommunications Commission (CRTC) has ordered that Internet
        Service Providers and Incumbent Exchange Carriers have a legal obligation
        as per
        Order 2000-789 to provide their services without interference to other service
        providers in conjunction with to section 27(2) of the Telecommunications
        Act.
  However,
        anti-competitive behavior in our market can still occur. For example, a Canadian
        cable provider recently began offering an optional Cdn$10 per month "quality
        of
        service premium" to customers who use third-party VoIP services over its
        facilities. However, customers who purchase VoIP services directly from this
        cable provider are not required to pay this additional fee. Based on this
        example, some providers of broadband access may take measures that affect
        their
        customers' ability to use our service, such as degrading the quality of the
        data
        packets we transmit over their lines, giving those packets low priority,
        giving
        other packets higher priority than ours, blocking our packets entirely, or
        attempting to charge their customers more for also using our
        services.
  VoIP
        E-911 Matters
  On
        June
        3, 2005, the FCC released an order and notice of proposed rulemaking concerning
        VoIP emergency services. The order set forth two primary requirements for
        providers of "interconnected VoIP services" such as ours, meaning VoIP services
        that can be used to send or receive calls to or from users on the public
        switched telephone network.
  First,
        the order requires us to notify our customers of the differences between
        the
        emergency services available through us and those available through traditional
        telephony providers. We also must receive affirmative acknowledgment from
        all of
        our customers that they understand the nature of the emergency services
        available through our service. Second, the order requires us to provide enhanced
        emergency dialing capabilities, or E-911, to all of our customers by November
        28, 2005. Under the terms of the order, we are required to use the dedicated
        wireline E-911 network to transmit customers' 911 calls, callback number
        and
        customer-provided location information to the emergency authority serving
        the
        customer's specified location.
  In
        July
        of 2005, the CRTC required us to offer enhanced emergency calling services,
        or
        E-911. The FCC followed suit with a deadline of November 28, 2005. The
        requirement meant that we had to offer enhanced emergency calling services,
        or
        E-911, to all of our customers located in areas where E-911 service is available
        from their traditional wireline telephone company. E-911 service allows
        emergency calls from our customers to be routed directly to an emergency
        dispatcher in a customer's registered location and gives the dispatcher
        automatic access to the customer's telephone number and registered location
        information. We complied with both these requirements through our agreement
        with
        Northern Communications Inc., which calls for Northern Communications to
        provide
        and operate a 9-1-1 dispatch center for caller address verification and call
        transfer to the emergency services department closest to the customer's location
        on behalf of the Company.
  9
  Effective
        the filing of this prospectus, we have complied with all of these FCC
        requirements.
  International
        Regulation
  The
        regulation of VoIP services is evolving throughout the world. The introduction
        and proliferation of VoIP services have prompted many countries to reexamine
        their regulatory policies. Some countries do not regulate VoIP services,
        others
        have taken a light-handed approach to regulation, and still others regulate
        VoIP
        services the same as traditional telephony. In some countries, VoIP services
        are
        prohibited. Several countries have recently completed or are actively holding
        consultations on how to regulate VoIP providers and services. We primarily
        provide VoIP services internationally in Canada.
  Canadian
        Regulation
  Classification
        and Regulation of VoIP Services.
  The
        Telecommunications Act governs the regulation of providers of telecommunications
        services in Canada. We are considered a telecommunications service provider
        rather than a telecommunications common carrier. Telecommunications service
        providers are subject to less regulation than telecommunications common
        carriers, but do have to comply with various regulatory requirements depending
        on the nature of their business.
  On
        May
        12, 2005, the Canadian regulator, the CRTC, stated that VoIP services permitting
        users to make local calls over the public switched telephone networks will
        be
        regulated by the same rules that apply to traditional local telephone services.
        Because we are not a telecommunications common carrier, we will not be subject
        to such regulation. Under the CRTC's decision, however, we are required to
        register as a local VoIP reseller in order to obtain access to certain services
        from other telecommunications providers.
  The
        CRTC's May 12, 2005 decision provided that VoIP providers who are registered
        as
        local VoIP resellers will be able to obtain numbers and portability from
        Canadian local exchange carriers, but will not be able to obtain numbers
        directly from the Canadian Numbering Administrator or to have direct access
        to
        the local number portability database. The CRTC's decision also identified
        other
        obligations of VoIP providers, such as contributing to a national service
        fund,
        complying with consumer protection, data and privacy requirements, and providing
        access for the disabled. The details of these requirements have been referred
        to
        industry groups for further study. Certain aspects of the decision are the
        subject of pending appeals by other Canadian VoIP providers. We do not know
        what
        requirements will ultimately be imposed nor the potential cost that compliance
        may entail. The CRTC found that it is technically feasible for VoIP providers
        to
        support special services for hearing-impaired customers.
  Effective
        the filing of this prospectus, we have complied with all CRTC
        requirements.
  Provision
        of 911 Services.
  On
        April
        4, 2005, the CRTC released a ruling requiring certain providers of VoIP
        services, like us, to provide interim access to emergency services at a level
        comparable to traditional basic 911 services by July 3, 2005 or such later
        date
        as the CRTC may approve on application by a service provider. Under the interim
        solution adopted by the regulator for the provision of VoIP 911 services,
        customers of local VoIP services who dial 911 will generally be routed to
        a call
        center, where agents answer the call, verbally determine the location of
        the
        caller, and transfer the call to the appropriate emergency services agency.
        VoIP
        service providers are also required to notify their customers about any
        limitations on their ability to provide 911 services in a manner to be
        determined.
  Since
        July 2005, Teliphone has complied with these regulations by partnering with
        a
        PSAP (Primary Service Access Point) which serves to verify the customer location
        and forward the call to the respective Municipal 9-1-1 center for assistance.
        This service therefore permits Teliphone's customers to have access to 9-1-1
        services irrespective of their physical location, anywhere in the Continental
        US
& Canada.. This service is of significance as VoIP permits customers to
        utilize their phone anywhere a high-speed internet connection exists and
        can
        therefore be located outside of their local city when requiring 9-1-1
        services.
  10
  Other
        Foreign Jurisdictions
  Our
        operations in foreign countries must comply with applicable local laws in
        each
        country we serve. The communications carriers with which we associate in
        each
        country is licensed to handle international call traffic, and takes
        responsibility for all local law compliance. For that reason we do not believe
        that compliance with the laws of foreign jurisdictions will affect our
        operations or require us to incur any significant expense
  Research
        and Development
  The
        Company spent $120,531 in Research and Development activities during 2006
        and
        $116,896 during 2005.
  Compliance
        with Environmental Laws
  We
        did
        not incur any costs in connection with the compliance with any federal, state,
        or local environmental laws.
  The
        company has seven full time employees and two additional part time
        employees.
 
 
 CORPORATE
        OFFICES
 
 The
        mailing address of our principal
        executive office is 4150 Ste-Catherine St West, Suite 200, Westmount, Quebec,
        H3Z 0A1 Canada. Our telephone number is (514) 313-6010 and our fax number
        is
        (514) 313-6001. Our e-mail address isinfo@teliphone.caand
        our company website is
        www.teliphone.us. Our operational offices are located in Westmount, Quebec,
        our
        legal offices are located in Miami Beach, Florida and our data and collocation
        center is located in Montreal, Quebec.
 
 EMPLOYEES
 
 We
        currently have 3 employees. We utilize the services of various consultants
        who
        provide, among other things, corporate secretary and accounting services,
        technological development services and sales services to the
        Company.
 
 RISK
        FACTORS
 
 Any
        investment in our common shares involves a high degree of risk and is subject
        to
        many uncertainties. These risks and uncertainties may adversely affect our
        business, operating results and financial condition. All of our material
        risks
        and uncertainties are described below. If any of the following risks actually
        occur, our business, financial condition, results or operations could be
        materially and adversely affected. The trading of our common stock, once
        established, could decline, and you may lose all or part of your investment
        therein. You should acquire shares of our common stock only if you can afford
        to
        lose your entire investment. In order to attain an appreciation for these
        risks
        and uncertainties, you should read this Prospectus in its entirety and consider,
        including the Financial Statements and Notes, prior to making an investment
        in
        our common stock.
  11
  As
        used
        in this prospectus, the terms "we," "us," "our," "the Company" and "Teliphone"
        mean Teliphone Corp., a Nevada corporation, or its subsidiary, Teliphone
        Inc., a
        Canadian corporation, unless the context indicates a different
        meaning.
  A.
        Risks Related To Our Financial Condition
  A.1.
        We
        Have a Limited Operating History with Losses and Expect Losses to
        Continue
  We
        have a
        limited operating history with losses and expect losses to continue for at
        least
        the next Fiscal Year Ending September 30, 2008. Should we continue to incur
        losses for a significant amount of time, the value of your investment in
        the
        common shares will be affected, and you could even lose your entire investment.
        We have been unprofitable since our inception and have incurred losses. Our
        accumulated deficit since inception on August 27, 2004 at September 30, 2007
        was
        $1,565,404. These losses have resulted principally from costs incurred in
        our
        research and development programs, our general and administrative costs and
        our
        telecommunications network overhead costs. We have started to derive revenues
        from product and service sales in the last two years of operations. However,
        profitability is not being considered for the foreseeable future and is only
        expected for the fiscal year ending September 30, 2009.
  A.2.
        We
        Require Additional Financing to Sustain Our Operations
  We
        require additional financing to sustain our operations and in acquiring such
        additional financing investors in this offering may suffer substantial
        consequences such as dilution or a loss of seniority in preferences and
        privileges. Based on our current operating plan (12 month projected cash
        requirements found in the Plan of Operations), if the maximum number of shares
        are sold in this offering, we should have sufficient funds to satisfy our
        anticipated need for working capital and capital expenditures for the next
        12
        months. Otherwise, we will require funds to sustain operations and to develop
        our business. In order to cover our continued losses from operations, we
        require
        at least 4,000 active, paying customers. We have achieved just over 50% of
        this
        target. Should we receive funds based on the minimum offering as outlined
        in
        this prospectus and we maintain our current level of revenue growth, we will
        satisfy our anticipated need for working capital and capital expenditures
        for
        the next 12 months. We will require continued financing during this share
        registration process to sustain this shortfall until we reach our break-even
        point. Financing is likewise necessary to achieve our optimum
        growth.
  In
        selling only the minimum number of shares, this results in insufficient proceeds
        for operations. Since our inception, our financing shortfall had been covered
        by, United American Corporation, our former parent company. This was in the
        form
        of cash advances received on an "as needed basis" based on our agreement
        dated
        February 23, 2006. Part of the funds advanced have been converted to common
        stock of our Company at a value of $0.25 per share. We have likewise incurred
        additional debt by borrowing money.
  United
        American Corporation may be unable to continue to provide cash advances in
        the
        future, and there can be no assurance that any additional funds will be
        available to us upon terms acceptable to us or at all. If we are unable to
        obtain additional financing we might be required to delay, scale back, or
        eliminate certain aspects of our research and product development programs
        or
        operations. Should the financing we require to sustain our working capital
        needs
        be unavailable or prohibitively expensive, the consequences would be a material
        adverse effect on our business, operating results, financial condition and
        prospects. The value of your investment in the common shares would therefore
        be
        affected, and you could even lose your entire investment.
  B.
        Risks Related To Our Business
  B.1.
        Decreasing market prices for our products and services may cause us to lower
        our
        prices to remain competitive, which could delay or prevent our future
        profitability.
  12
  Currently,
        our prices are lower than those of many of our competitors for comparable
        services. However, market prices for local calling and international long
        distance calling have decreased significantly over the last few years, and
        we
        anticipate that prices will continue to decrease. This information is based
        on
        the experience of the Company's management working in the telecommunications
        industry. Users who select our service offerings to take advantage of our
        prices
        may switch to another service provider as the difference between prices
        diminishes or disappears.. In this instance, we may be unable to use our
        price
        as a distinguishing feature to attract new customers in the future. Such
        competition or continued price decreases may require us to lower our prices
        to
        remain competitive, may result in reduced revenue, a loss of customers, or
        a
        decrease in our subscriber line growth and may delay or prevent our future
        profitability. The value of your investment in the common shares would therefore
        be affected, and you could even lose your entire investment.
  B.2.
        VoIP
        technology may fail to gain acceptance among mainstream consumers and hence
        the
        growth of the business will be limited, lowering the profitability of the
        business.
 If
        VoIP
        technology fails to gain acceptance among mainstream consumers, our ability
        to
        grow our business will be limited, which could affect the profitability of
        our
        business. The market for VoIP services has only recently begun to develop
        and is
        rapidly evolving. We currently generate all of our revenue from the sale
        of VoIP
        services and related products to residential, small office or home office
        customers and wholesale partners.
  For
        our
        current residential user base, a significant portion of our revenue currently
        is
        derived from consumers who are early adopters of VoIP technology. However,
        in
        order for our business to continue to grow and to become profitable, VoIP
        technology must gain acceptance among mainstream consumers, who tend to be
        less
        technically knowledgeable and more resistant to new technology or unfamiliar
        services. Because potential VoIP customers need to connect additional hardware
        at their location and take other technical steps not required for the use
        of
        traditional telephone service, mainstream consumers may be reluctant to use
        our
        service. If mainstream consumers choose not to adopt our technology, our
        ability
        to grow our business will be limited. As a result, the value of your investment
        in the common shares would be affected, and you could even lose your entire
        investment.
  Certain
        aspects of our service are not the same as traditional telephone service,
        which
        may limit the acceptance of our services by mainstream consumers and our
        potential for growth which could affect the profitability and operations
        of our
        business. Our continued growth is dependent on the adoption of our services
        by
        mainstream customers, so these differences are becoming increasingly important.
        For example:
  ·
              Our
                  customers may experience lower call quality than they are used
                  to from
                  traditional wireline telephone companies, including static, echoes,
                  dropped calls and delays in
                  transmissions;
  ·
              In
                  the event of a power loss or Internet access interruption experienced
                  by a
                  customer, our service is interrupted. Unlike some of our competitors,
                  we
                  have not installed batteries at customer premises to provide emergency
                  power for our customers' equipment if they lose power, although
                  we do have
                  backup power systems for our network equipment and service
                  platform.
  ·
              Our
                  emergency and new E-911 calling services are different from those
                  offered
                  by traditional wireline telephone companies and may expose us to
                  significant liability.
  B3.
        Our
        service will not function in a power outage or a network failure and hence
        the
        profitability of our business due to potential litigation could reduce as
        customers would not be able to reach an emergency services
        provider.
  If
        one of
        our customers experiences a broadband or power outage, or if a network failure
        were to occur, the customer will not be able to reach an emergency services
        provider which could increase the expenses and reduce the revenues of our
        business.
  13
  The
        delays our customers encounter when making emergency services calls and any
        inability of the answering point to automatically recognize the caller's
        location or telephone number can have devastating consequences. Customers
        have
        attempted, and may in the future attempt, to hold us responsible for any
        loss,
        damage, personal injury or death suffered as a result. Some traditional phone
        companies also may be unable to provide the precise location or the caller's
        telephone number when their customers place emergency calls. However,
        traditional phone companies are covered by legislation exempting them from
        liability for failures of emergency calling services and we are not. This
        liability could be significant. In addition, we have lost, and may in the
        future
        lose, existing and prospective customers because of the limitations inherent
        in
        our emergency calling services. Any of these factors could cause us to lose
        revenues, incur greater expenses or cause our reputation or financial results
        to
        suffer.
  B4.
        Our
        technology and systems may have flaws which could result in a reduction of
        customer appeal for our products and hence reduce the profitability of our
        operations.
  Flaws
        in
        our technology and systems could cause delays or interruptions of service,
        damage our reputation, cause us to lose customers and limit our growth which
        could affect the profitability and operations of our business.
  Our
        Company has invested in the research and development of our VoIP
        telecommunications technology which permits the control, forwarding, storing
        and
        billing of phone calls made or received by our customers. This technology
        has
        been developed by our employees and consultants and is owned entirely by
        our
        Company. The calls are transmitted over our network to the Public Switched
        Telephone Network (PSTN), that is, the traditional wireline network that
        links
        all telephone devices around the world. Our network consists of leased bandwidth
        from numerous telecommunications and internet service providers. Bandwidth
        is
        defined as the passage of the call over the internet. The configuration of
        our
        technology together with this leased bandwidth and the telecommunications
        and
        computer hardware required for our services to function is proprietary to
        our
        company. We do not own any fibre optic cabling or other types of physical
        data
        and voice transmission links, we lease dedicated capacity from our
        suppliers.
  Although
        we have designed our service network to reduce the possibility of disruptions
        or
        other outages, our service may be disrupted by problems with our technology
        and
        systems, such as malfunctions in our software or other facilities, and
        overloading of our network. Our customers have experienced interruptions
        in the
        past, and may experience interruptions in the future as a result of these
        types
        of problems. Interruptions have in the past, and may in the future, cause
        us to
        lose customers and sometimes require us to offer substantial customer credits,
        which could adversely affect our revenue and profitability. Such an effect
        would
        result in the value of your investment in the common shares to be affected,
        and
        you could even lose your entire investment.
  B.5.
        Our ability to provide our service is
        dependent upon third-party facilities and equipment and hence our services
        could
        be interrupted due to our partner’s inability to provide continuous service,
        resulting in reduced profitability due to lost customers.
  Our
        ability to provide our service is dependent upon third-party facilities and
        equipment, the failure of which could cause delays or interruptions of our
        service, damage our reputation, cause us to lose customers and limit our
        growth
        which could affect the future growth of our business.
  Our
        success depends on our ability to provide quality and reliable service, which
        is
        in part dependent upon the proper functioning of facilities and equipment
        owned
        and operated by third parties and is, therefore, beyond our control. Unlike
        traditional wireline telephone service or wireless service, our service requires
        our customers to have an operative broadband Internet connection and an
        electrical power supply, which are provided by the customer's Internet service
        provider and electric utility company, respectively, not by us. The quality
        of
        some broadband Internet connections may be too poor for customers to use
        our
        services properly. In addition, if there is any interruption to a customer's
        broadband Internet service or electrical power supply, that customer will
        be
        unable to make or receive calls, including emergency calls, using our service.
        We also outsource several of our network functions to third-party providers.
        For
        example, we outsource the maintenance of our regional data connection points,
        which are the facilities at which our network interconnects with the public
        switched telephone network. If our third-party service providers fail to
        maintain these facilities properly, or fail to respond quickly to problems,
        our
        customers may experience service interruptions. Our customers have experienced
        such interruptions in the past and will experience interruptions in the future.
        In addition, our new E-911 service is currently dependent upon several
        third-party providers. Interruptions in service from these vendors could
        cause
        failures in our customers' access to E-911 services. Interruptions in our
        service caused by third-party facilities have in the past caused, and may
        in the
        future, cause us to lose customers, or cause us to offer substantial customer
        credits, which could adversely affect our revenue and profitability. If
        interruptions adversely affect the perceived reliability of our service,
        we may
        have difficulty attracting new customers and our brand, reputation, and growth
        will be negatively impacted. As a result, we would incur extra expense to
        acquire new customers to replace those which have been affected by such a
        service issue, decreasing our profitability as expenses would increase. As
        a
        result, the value of your investment in the common shares would be affected,
        and
        you could even lose your entire investment.
  14
  B.6.If
        we
        are unable to improve our process for local number portability provisioning,
        our
        growth may be negatively impacted which could affect the profitability and
        operations of our business.
  We
        support local number portability for our customers which allows our customers
        to
        retain their existing telephone numbers when subscribing to our services.
        Transferring numbers is a manual process that in the past has taken us 20
        business days or longer. Although we have taken steps to automate this process
        to reduce the delay, a new customer must maintain both service and the
        customer's existing telephone service during the transferring process. By
        comparison, transferring wireless telephone numbers among wireless service
        providers generally takes several hours, and transferring wireline telephone
        numbers among traditional wireline service providers generally takes a few
        days.
        The additional delay that we experience is due to our reliance on the telephone
        company from which the customer is transferring and to the lack of full
        automation in our process. Further, because we are not a regulated
        telecommunications provider, we must rely on the telephone companies, over
        whom
        we have no control, to transfer numbers. This slows the process of acquiring
        new
        customers, which could create a higher rate of early defection of new clients.
        This would cause our profitability to be reduced, and as such, the value
        of the
        common shares of our company would be lower.
  B.7.
        Because much of our potential success and value lies in our use of internally
        developed systems and software, if we fail to protect them, it could affect
        the
        profitability and operations of our business.
  Our
        ability to compete effectively is dependent in large part upon the maintenance
        and protection of internally developed systems and software. To date, we
        have
        relied on trade secret laws, as well as confidentiality procedures and licensing
        arrangements, to establish and protect our rights to our technology. We
        typically enter into confidentiality or license agreements with our employees,
        consultants, customers and vendors in an effort to control access to, and
        distribution of, technology, software, documentation and other information.
        Despite these precautions, it may be possible for a third party to copy or
        otherwise obtain and use this technology without authorization.
  Policing
        unauthorized use of this technology is difficult. The steps we take may not
        prevent misappropriation of the technology we rely on. In addition, effective
        protection may be unavailable or limited in some jurisdictions outside the
        United States and Canada.. Litigation may be necessary in the future to enforce
        or protect our rights, or to determine the validity and scope of the rights
        of
        others. That litigation could cause us to incur substantial costs and divert
        resources away from our daily business, which in turn could materially adversely
        affect our business through decreasing profitability and negative corporate
        image to our customers, causing a higher rate of customer defection. As a
        result, the value of your investment in the common shares would be affected,
        and
        you could even lose your entire investment.
 
 B.8.The
        adoption of broadband may not progress as expected which would negatively
        impact
        our growth rate and reduce our profitability.
  15
  Our
        most
        significant market segment, that is TeliPhone VoIP services, requires an
        operative broadband connection. If the adoption of broadband does not progress
        as expected, the market for our services will not grow and we may not be
        able to
        develop our business and increase our revenue.
  Use
        of
        our service requires that the user be a subscriber to an existing broadband
        Internet service, most typically provided through a cable or digital subscriber
        line, or DSL, connection. Although the number of broadband subscribers worldwide
        has grown significantly over the last five years, this service has not yet
        been
        adopted by a majority of consumers. If the adoption of broadband services
        does
        not continue to grow, the market for our services may not grow. As a result,
        we
        may not be able to increase our revenue and become profitable, which would
        adversely affect the value of our common shares.
  B.9.
        Future new technologies could render our company less competitive than the
        industry standard, resulting in lower profitability due to decreased
        sales.
  VoIP
        technology, which our business is based upon, did not exist and was not
        commercially viable until relatively recently. VoIP technology is having
        a
        disruptive effect on traditional telephone companies, whose businesses are
        based
        on other technologies. We also are subject to the risk of future disruptive
        technologies. If new technologies develop that are able to deliver competing
        voice services at lower prices, better or more conveniently, it could have
        a
        material adverse effect on us by causing a higher rate of customer defection
        to
        companies with this new technology, reducing our profitability due to decreased
        sales. This would adversely affect the value of the common shares of the
        company, and you could even lose your entire investment.
  B.10.
        We
        cannot guarantee that our technology and trade secrets will not be stolen,
        decreasing our competitive advantage, resulting in lower profitability due
        to
        decreased sales.
  Our
        Company has invested in the research and development of our VoIP
        telecommunications technology which permits the control, forwarding, storing
        and
        billing of phone calls made or received by our customers. This technology
        has
        been developed by our employees and consultants and is owned entirely by
        us. The
        calls are transmitted over our network to the Public Switched Telephone Network
        (PSTN), that is, the traditional wireline network that links all telephone
        devices around the world. Our network consists of leased bandwidth from numerous
        telecommunications and internet service providers. Bandwidth is defined as
        the
        passage of the call over the internet. The configuration of our technology
        together with this leased bandwidth and the telecommunications and computer
        hardware required for our services to function is proprietary to our company.
        We
        do not own any fibre optic cabling or other types of physical data and voice
        transmission links as we lease dedicated capacity from our suppliers. We
        rely on
        trade secrets and proprietary know-how to protect this technology. We cannot
        assure you that our technology will not be breached, that we will have adequate
        remedies for any breach, or that our trade secrets and proprietary know-how
        will
        not otherwise become known or be independently discovered by others. If such
        a
        breach were to occur, our brand, reputation, and growth will be negatively
        impacted. As a result, we would incur extra expense to acquire new customers
        to
        replace those which have been acquired by the increased competitive presence,
        decreasing our profitability as expenses would increase. As a result, the
        value
        of your investment in the common shares would be affected, and you could
        even
        lose your entire investment.
  C.
        Risks Related to Regulation
  Set
        forth
        below are all of the material risks related to regulation. For additional
        information about these risks, see "Regulation" in this prospectus.
  C.1.
        Regulation of VoIP services is developing and therefore uncertain, and future
        legislative, regulatory, or judicial actions could adversely impact our business
        by exposing us to liability, which could affect the profitability and operations
        of our business.
  Our
        business has developed in an environment largely free from government
        regulation. However, the United States and other countries have begun to
        assert
        regulatory authority over VoIP and are continuing to evaluate how VoIP will
        be
        regulated in the future. Both the application of existing rules to us and
        our
        competitors and the effects of future regulatory developments are
        uncertain.
  16
  Future
        legislative, judicial, or other regulatory actions could have a negative
        effect
        on our business. If we become subject to the rules and regulations applicable
        to
        telecommunications providers in individual states and provinces, we may incur
        significant litigation and compliance costs, and we may have to restructure
        our
        service offerings, exit certain markets, or raise the price of our services,
        any
        of which could cause our services to be less attractive to customers. In
        addition, future regulatory developments could increase our cost of doing
        business and limit our growth.
  Our
        international operations are also subject to regulatory risks, including
        the
        risk that regulations in some jurisdictions will prohibit us from providing
        our
        services cost-effectively, or at all, which could limit our growth. Currently,
        there are several countries where regulations prohibit us from offering service.
        In addition, because customers can use our services almost anywhere that
        a
        broadband Internet connection is available, including countries where providing
        VoIP services is illegal, the governments of those countries may attempt
        to
        assert jurisdiction over us, which could expose us to significant liability
        and
        regulation. These increased liabilities will adversely affect the value of
        our
        common shares, and you could lose your entire investment.
  C.2.
        Telecommunications is a Regulated Industry, Particularly in Canada, the Main
        Market Segment of our Business, and Future Regulation May Impede us from
        Achieving the Necessary Market Share to Succeed.
  The
        current regulated environment in North America is extremely favorable for
        new,
        start-up companies, to enter the marketplace with new and innovative
        technologies and value added services. In Canada, our principal market, the
        telecommunications regulator, Canadian-Radio and Telecommunications Commission
        (CRTC), has regulated the incumbent Telecommunications companies such that
        they
        cannot reduce their elevated pricing for residential phone service. This
        regulation has provided us with a competitive advantage to sell our products
        and
        acquire customers from the incumbents. However, the CRTC has decided that
        once
        they feel that adequate competition is present in the Canadian market, and
        that
        start-ups, such as our company, have achieved a significant market presence,
        they will lift the regulation, allowing the incumbent Telecommunications
        companies to similarly lower their prices. This will slow the growth of the
        acquisition of customers, reducing profitability and adversely affecting
        the
        value of our common shares.. We plan to mitigate this risk by continuously
        offering further innovation and value-added services to our customers, however,
        the risk is that we do not develop and test these within the time allotted
        and
        our growth rates decrease. As a result, you could lose your entire
        investment.
  C.3.
        Our
        customers may not have continued and unimpeded access to broadband. The success
        of our business relies on customers' continued and unimpeded access to broadband
        service.
  The
        success of our business relies on customers' continued and unimpeded access
        to
        broadband service. Providers of broadband services may be able to block our
        services, or charge their customers more for using our services in addition
        to
        the broadband, which could adversely affect our revenue and growth.
  It
        is not
        clear whether suppliers of broadband Internet access have a legal obligation
        to
        allow their customers to access and use our service without interference
        in the
        US.. As a result of recent decisions by the U.S. Supreme Court and the FCC,
        providers of broadband services are subject to relatively light regulation
        by
        the FCC. Consequently, federal and state regulators might not prohibit broadband
        providers from limiting their customers' access to VoIP, or otherwise
        discriminating against VoIP providers. Interference with our service or higher
        charges for using our service as an additional service to their broadband
        could
        cause us to lose existing customers, impair our ability to attract new
        customers, and harm our revenue and growth, which would adversely affect
        the
        value of our common shares.
  C.4.
        We
        may fail to comply with FCC and CRTC regulations such as requiring us to
        provide
        E-911 emergency calling services which would increase our costs through the
        levy
        of fines and penalties, reducing our profitability.
  17
  If
        we
        fail to comply with FCC and CRTC regulations such as requiring us to provide
        E-911 emergency calling services, we may be subject to fines or penalties,
        which
        could include disconnection of our service for certain customers or prohibitions
        on marketing of our services and accepting new customers in certain
        areas.
  The
        FCC
        released an order on June 3, 2005 requiring us to notify our customers of
        any
        differences between our emergency calling services and those available through
        traditional telephone providers and obtain affirmative acknowledgments from
        our
        customers of those notifications. We complied with this order by notifying
        all
        of our US customers of the differences in emergency calling services and
        we
        obtained affirmative acknowledgments from most of our customers. We had a
        limited number of US customers at the time (<20). New customers activated
        after this date are well aware of the limitations of our 9-1-1 services as
        it is
        clearly listed in our Service Agreement.
  While
        we
        have complied with all the current requirements imposed by both the FCC and
        the
        CRTC, we cannot guarantee that we will be capable of compliance with future
        requirements. We anticipate that the FCC and the CRTC will continue to impose
        new requirements due to the evolving nature of our industry's technology
        and
        usage. The result of non-compliance will have an adverse effect on our ability
        to continue to operate in our current markets, therefore we would lose existing
        customers, impair our ability to attract new customers, and harm our revenue
        and
        growth, adversely affecting the value of our common shares.
  C.5.
        The
        Level of Competition is Increasing at a Fast Rate due to the Relative Low
        Barriers to Entry and Anticipated Market Growth over the Next 5 Years could
        affect the profitability and operations of our business.
  Land-based
        telecommunications technology has not evolved considerably over the past
        125
        years. However, the breakthrough of standardized, internet-based communications
        is revolutionizing the entire industry. In the past, significant investments
        were required in order to construct the infrastructure required for
        telecommunications, however, now that the infrastructure is in place, smaller
        investments are required in order to successfully transmit a voice call using
        Internet data transfer and sharing protocols. A new entry, for as little
        as
        $100,000, could purchase the necessary equipment in order to make such a
        voice
        call function. As of the date of the filing of this prospectus, numerous
        smaller
        players have entered the market already. VoIP Action, a leading market research
        company following the VoIP industry, reports that there are currently 379
        VoIP
        residential providers and 439 Small business VoIP providers in North America.
        (VoIP North America Directory, VoIPAction, 2006, see
        http://www.voipaction.com/about_directory.php).
  Management's
        experience in the telecommunications industry has permitted the registrant
        to
        identify that while barriers to entry to the marketplace exist including
        the
        requirement of further investment to build a successful company around the
        technology, the data from VoIP Action suggests that competition is increasing
        significantly. This increase can result in price erosion pricing, which could
        contribute to the reduction of profitability and growth of the company. While
        numerous providers have entered the market, we have not yet seen as yet pricing
        erosion in our market segments, however, this will be a factor over the next
        3-4
        years. This prediction is based on the registrants experience in the
        industry.
  C.6.
        We
        Do Not Currently Hold a Professional or Product Liability Insurance Policy
        Required to Sufficiently Protect Us and We Remain Exposed To Potential Liability
        Claims.
  We
        do not
        currently hold a professional or product liability insurance policy. We intend
        to purchase a professional and product liability insurance policy from the
        proceeds of this offering. Professional and product liability insurance coverage
        is specifically tailored to the delivery of our phone services to the end
        user.
        For example, a customer whose phone service is not functional due to a service
        outage may sue us for damages related to the customer's inability to make
        or
        receive a phone call (such as inability to call 9-1-1). Professional liability
        insurance exists to cover the Company for any costs associated with the legal
        defense, or any penalties awarded to the plaintiff in such cases where judgment
        could be rendered against us in case of loss in court.. Such penalties could
        be
        large monetary funds that a judge could force us to pay in the event where
        damages have been awarded to the plaintiff.
  18
  Our
        business exposes us to potential professional liability which is prevalent
        in
        the telecommunications industry. While we have adequate service level agreements
        which indicate that we cannot guarantee 100% up time, these service level
        agreements cannot guarantee that we will not be sued for damages. The company
        currently has no specific professional or product liability insurance. The
        company's current insurance policies cover theft and liability in our offices
        only. The company intends to purchase professional and product liability
        insurance which will help to defray costs to the company for defense against
        damage claims. The Company does not foresee any difficulties in obtaining
        such a
        policy, as the company has already been approved and a quotation submitted
        for
        such coverage by a Canadian Insurance Company. In this proposal, the Insurance
        Company is aware of the geographical locations of our client base, which
        is
        predominantly in Canada however includes a small amount in the US and
        International. There can be no assurance that the coverage the commercial
        general liability insurance policy provides will be adequate to satisfy all
        claims that may arise. Regardless of merit or eventual outcome, such claims
        may
        result in decreased demand for a product, injury to our reputation and loss
        of
        revenues. Thus, a product liability claim may result in losses that could
        be
        material, affecting the value of the common shares of the company, and you
        could
        even lose your entire investment.
  D.
        Risks Related To Our Common Stock and To the Offering
  D.1.
        Future Sales of Common Stock Could Depress the Price of our Common
        Stock
  Future
        sales of substantial amounts of common stock pursuant to Rule 144 under the
        Securities Act of 1933 or otherwise by certain shareholders could have a
        material adverse impact on the market price for the common stock at the time.
        There are presently 33,554,024 outstanding shares of our common stock held
        by
        shareholders which are deemed "restricted securities" as defined by Rule
        144
        under the Securities Act of which 16,559,249 are held by affiliates and
        3,216,000 are subject to the limitations placed on shares that would be subject
        to the comments from Kenneth Worm to Richard Wolffe. Under certain
        circumstances, these shares may be sold without registration pursuant to
        the
        provisions of rule 144. In general, under rule 144, a person (or persons
        whose
        shares are aggregated) who has satisfied a one-year holding period may, under
        certain circumstances, sell within any three-month period a number of restricted
        securities which does not exceed the greater of one (1%) percent of the shares
        outstanding, or the average weekly trading volume during the four calendar
        weeks
        preceding the notice of sale required by rule 144. In addition, rule 144
        permits, under certain circumstances, the sale of restricted securities without
        any quantity limitations by a person who is not an affiliate of ours and
        has
        satisfied a two-year holding period. Any sales of shares by shareholders
        pursuant to rule 144 may have a depressive effect on the price of our common
        stock. Effective April 28, 2005, the Company effective the reverse merger
        and
        reorganization with Teliphone Inc., a Canadian company. As OSK Capital II,
        Corp.
        was a blank check company 3,426,000 shares will be eligible for resale under
        rule 144 on April 28, 2006, one year from the date of the merger with OSK,
        except that any shares held by affiliates and promoters or their transferees
        cannot rely on the exemption to registration provided under the provisions
        of
        Rule 144, in accordance with the limitations placed on shares that would
        be
        subject to the comments in the from Kenneth Worm to Richard Wolffe, in the
        letter dated January 21, 2000.
 
 D.2.
        To
        date, we have not paid any cash dividends and no cash dividends will be paid
        in
        the foreseeable future.
  We
        do not
        anticipate paying cash dividends on our common stock in the foreseeable future,
        and we cannot assure an investor that funds will be legally available to
        pay
        dividends or that even if the funds are available, that the dividends will
        be
        paid.
  D.3.
        There is no public (trading) market for our common stock and there is no
        assurance that the common stock will ever trade on a recognized exchange
        or
        dealers' network; therefore, our investors may not be able to sell their
        shares.
  19
  Our
        common stock is not listed on any exchange or quoted on any similar quotation
        service, and there is currently no public market for our common stock. We
        have
        not taken any steps to enable our common stock to be quoted on the OTC Bulletin
        Board, and can provide no assurance that our common stock will ever be quoted
        on
        any quotation service or that any market for our common stock will ever develop.
        As a result, stockholders may be unable to liquidate their investments, or
        may
        encounter considerable delay in selling shares of our common stock. Likewise,
        stockholders may be unable to sell their common shares at or above the purchase
        price, which may result in substantial losses to stockholders. Stockholders
        must
        note that the shares in this offering must be sold at a fixed price of $0.25
        until the shares are listed on the OTC Bulletin Board. There can be no
        assurances that we be listed on the OTC Bulletin Board.
  D.4.
        Volatility in our common share price may
        subject us to securities litigation, thereby diverting our resources that
        may
        have a material effect on our profitability and results of
        operations.
  As
        discussed in the preceding risk factor, the market for our common shares
        is
        characterized by significant price volatility when compared to seasoned issuers,
        and we expect that our share price will continue to be more volatile than
        a
        seasoned issuer for the indefinite future. In the past, plaintiffs have often
        initiated securities class action litigation against a company following
        periods
        of volatility in the market price of its securities.. We may in the future
        be
        the target of similar litigation. Securities litigation could result in
        substantial costs and liabilities and could divert management's attention
        and
        resources.
  D.5.
        Investors in our common stock will experience immediate and substantial dilution
        as a percentage of their holdings.
  The
        net
        tangible book value of our common stock at June 30, 2007 was ($656,556), or
        ($0.02) per share based on 33,554,024 common shares outstanding at the time.
        Compared to the currently outstanding shares of our stock, investors will
        experience an immediate dilution of $0.17 per share if the totality of the
        offering is sold.
  D.6.
        Our
        offering price is arbitrarily determined and is unrelated to any measure
        of
        value, actual income or assets.
  Our
        offering price of $0.25 per share was arbitrarily determined by us based
        solely
        upon an increase over the prices paid by earlier investors in our company.
        It is
        not based upon an independent assessment of the value of our shares and should
        not be considered as such.
  D.5
          Possibility of Contingent Liability and SEC Violation
  The
        board
        of directors of United American Corporation (“UAC”) determined to spin off its
        stock holdings in us. To accomplish the spin off, UAC declared a stock dividend
        effective in at the end of business on October 30, 2006 for its equity interests
        in our company, consisting of 1,699,323 shares of our common stock, to UAC’s
        stockholders on a pro rata basis (with an additional 171 fractional shares
        distributed in December). We filed a registration statement on Form SB-2
        with
        the intent of complying with safe harbor provisions of Staff Legal Bulletin
        No.
        4. Although we intended to follow steps necessary for reliance on the safe
        harbor, we failed to follow the appropriate steps. This activity represented
        a
        violation of federal securities laws. There is a possibility that the recipients
        could attempt to rescind their receipt of securities and the Securities and
        Exchange Commission could find that UAC made a distribution of securities
        in
        violation of Section 5. While the rescission of the receipt of securities
        would
        not be likely to have an impact on our financial condition as the shares
        would
        be returned to UAC, the action  could have an adverse impact on the
        liquidity and prospective market for our shares of common stock.
  Risks
        associated with forward-looking
        statements.
  This
        prospectus contains certain forward-looking statements regarding management's
        plans and objectives for future operations, including plans and objectives
        relating to our planned marketing efforts and future economic performance.
        The
        forward-looking statements and associated risks set forth in this prospectus
        include or relate to:
  20
  (1)
        Our
        ability to obtain a meaningful degree of consumer acceptance for our products
        now and in the future,
  (2)
        Our
        ability to market our products on a global basis at competitive prices now
        and
        in the future,
  (3)
        Our
        ability to maintain brand-name recognition for our products now and in the
        future,
  (4)
        Our
        ability to maintain an effective distributors network,
  (5)
        Our
        success in forecasting demand for our products now and in the
        future,
  (6)
        Our
        ability to maintain pricing and thereby maintain adequate profit margins,
        and
  (7)
        Our
        ability to obtain and retain sufficient capital for future
        operations.
  Where
        you
        can get additional information
  We
        will
        be subject to and will comply with the periodic reporting Requirements of
        Section 12(g) of the Securities Exchange Act of 1934. We will furnish to
        our
        shareholders an Annual Report on Form 10-KSB containing financial information
        examined and reported upon by independent accountants, and it may also provide
        unaudited quarterly or other interim reports such as Forms 10-QSB or Form
        8-K as
        it deems appropriate. Our Registration Statement on Form SB-2 with respect
        to
        the Securities offered by this prospectus, which is a part of the Registration
        Statement as well as our periodic reports may be inspected at the public
        reference facilities of the U.S. securities and Exchange Commission, Judiciary
        Plaza, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, or from the
        Commission's internet website, www.sec.gov and searching the EDGAR database
        for
        Vsurance Inc. Copies of such materials can be obtained from the Commission's
        Washington, D.C. office at prescribed rates. The public may obtain information
        on the operation of the Public Reference Room by calling the SEC at
        1-800-SEC-0330.
 
 
 ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
  The
        Company's executive offices are currently located at 4150 Ste-Catherine Street
        West, suite 200, Montreal, PQ, Canada, H3Z 0A1. The 1000 square foot office
        space is rented at a base rent of $2,500 per month however this is supplied
        by
        Intelco Communication as part of the July 2006 agreement for investment in
        Teliphone Inc. by Intelco Communications and 3908913 Canada Inc.  In
        addition, under agreement with Peer 1 Networks, a data center and co-location
        facility, we rent 2 cabinets of space for our main telecommunications network
        equipment located at 1080 Beaver Hall, suite 1512, Montreal, PQ, Canada H2Z
        1S2.
  ITEM
                  3.
              LEGAL
                  PROCEEDINGS
 
 During
        the past five years, none of the following occurred with respect to a present
        or
        former director or executive officer of the Company: (1) any bankruptcy petition
        filed by or against any business of which such person was a general partner
        or
        executive officer either at the time of the bankruptcy or within two years
        prior
        to that time; (2) any conviction in a criminal proceeding or being subject
        to a
        pending criminal proceeding (excluding traffic violations and other minor
        offenses); (3) being subject to any order, judgment or decree, not subsequently
        reversed, suspended or vacated, of any court of any competent jurisdiction,
        permanently or temporarily enjoining, barring, suspending or otherwise limiting
        his involvement in any type of business, securities or banking activities;
        and
        (4) being found by a court of competent jurisdiction (in a civil action),
        the
        SEC or the commodities futures trading commission to have violated a federal
        or
        state securities or commodities law, and the judgment has not been reversed,
        suspended or vacated. 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.
  21
 
 ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 ITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS
 
 At
        present, our securities are not traded publicly. There is no assurance that
        a
        trading market will develop, or, if developed, that it will be sustained.
        A
        purchaser of shares may, therefore, find it difficult to resell the securities
        offered herein should he or she desire to do so when eligible for public
        resale.
        Furthermore, the shares are not marginable and it is unlikely that a lending
        institution would accept our common stock as collateral for a loan. The company
        on November 9, 2007 has been rendered effective by the Securities and Exchange
        Commission for the registration of 20,000,000 shares of common
        stock.  We propose to publicly offer a minimum of 2,000,000 shares and
        a maximum of 20,000,000 shares.
 
 SECURITIES
        AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
 None.
 
 RECENT
        SALES OF UNREGISTERED SECURITIES
 
 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.
  Name
                  of
                  Shareholder
              
              Number
                  of SharesUnited
                  American Corp. (1)
              
              
              24,038,462Beverly
                  Hills Trading Corporation (2)
              
              
              2,000,000Metratech
                  Business Solutions Inc. (3)
              
              
              961,538
  The
        offer
        and sale of such shares of our common stock to United American Corp., and
        Beverly Hills Trading Corporation were effected in reliance on the exemptions
        for sales of securities not involving a public offering, as set forth in
        Rule
        506 promulgated under the Securities Act and in Section 4(2) and in reliance
        upon Regulation S of the Securities Act, based on the following:
  (a)
        the
        investors confirmed to us that they were "accredited investors," as defined
        in
        Rule 501 of Regulation D promulgated under the Securities Act and had such
        background, education and experience in financial and business matters as
        to be
        able to evaluate the merits and risks of an investment in the
        securities;
  (b)
        there
        was no public offering or general solicitation with respect to the offering;
        (c)
        the investors were provided with certain disclosure materials and all other
        information requested with respect to our company; (d) the investors
        acknowledged that all securities being purchased were "restricted securities"
        for purposes of the Securities Act, and agreed to transfer such securities
        only
        in a transaction registered under the Securities Act or exempt from registration
        under the Securities Act; and (e) a legend was placed on the certificates
        representing each such security stating that it was restricted and could
        only be
        transferred if subsequent registered under the Securities Act or transferred
        in
        a transaction exempt from registration under the Securities Act.
  22
  The
        offer
        and sale of such shares of our common stock to Metratech Business Solutions
        Inc.
        were effected in reliance on the exemptions for sales of securities pursuant
        to
        Rule 903(a) and (b)(3) of Regulation S represented to us that they resided
        outside of, and were not citizens of, the United States. We did not engage
        in a
        distribution of this offering in the United States.. Each purchaser represented
        his, her or its intention to acquire the securities for investment only and
        not
        with a view towards distribution. Appropriate legends have been affixed to
        the
        stock certificate issued to each purchaser in accordance with Regulation
        S. Each
        investor was given adequate access to sufficient information about us to
        make
        and informed investment decision. None of the securities were sold through
        an
        underwriter and accordingly, there were no underwriting discounts or commissions
        involved. No registration rights were granted to any of these
        purchasers.
  On
        August
        11, 2005, a Convertible Debenture was signed with Mr. Jean-Guy Lambert,
        Businessman, representing an investment of $306,560. The Debenture was converted
        to 613,520 shares of the common stock of the corporation on August 31, 2005
        at a
        conversion price of $0.50. These securities were issued in reliance upon
        the
        exemption contained in Section 4(2) of the Securities Act of 1933 and in
        reliance upon Regulation S for Mr. Jean-Guy Lambert, a citizen of Canada..
        Mr.
        Jean-Guy Lambert represented to us that he resided outside of, and was not
        a
        citizen of, the United States. We did not engage in a distribution of this
        offering in the United States. Mr.. Jean-Guy Lambert represented his intention
        to acquire the securities for investment only and not with a view towards
        distribution. Appropriate legends have been affixed to the securities for
        Mr.
        Jean-Guy Lambert in accordance with Regulation S. Mr. Jean-Guy Lambert was
        given
        adequate access to sufficient information about us to make and informed
        investment decision. None of the securities were sold through an underwriter
        and
        accordingly, there were no underwriting discounts or commissions involved.
        No
        registration rights were granted to Mr. Jean-Guy Lambert.
  On
        July
        15, 2005, a Convertible Debenture was signed with Mr. Marcel Cote, Businessman,
        representing an investment of $12,500. The Debenture was converted to 25,000
        shares of the common stock of the corporation on August 31, 2005 at a conversion
        price of $0.50. These securities were issued in reliance upon the exemption
        contained in Section 4(2) of the Securities Act of 1933 and in reliance upon
        Regulation S for Mr. Marcel Cote, a citizen of Canada. Mr. Marcel Cote
        represented to us that he resided outside of, and was not a citizen of, the
        United States. We did not engage in a distribution of this offering in the
        United States. Mr. Marcel Cote represented his intention to acquire the
        securities for investment only and not with a view towards distribution.
        Appropriate legends have been affixed to the securities for Mr. Marcel Cote
        in
        accordance with Regulation S. Mr. Marcel Cote was given adequate access to
        sufficient information about us to make and informed investment decision.
        None
        of the securities were sold through an underwriter and accordingly, there
        were
        no underwriting discounts or commissions involved. No registration rights
        were
        granted to Mr. Marcel Cote.
  On
        July
        15, 2005, a Convertible Debenture was signed with Mr. Robert Martineau,
        Businessman, representing an investment of $10,000. The Debenture was converted
        to 20,000 shares of the common stock of the corporation on August 31, 2005
        at a
        conversion price of $0.50. These securities were issued in reliance upon
        the
        exemption contained in Section 4(2) of the Securities Act of 1933 and in
        reliance upon Regulation S for Mr. Robert Martineau, a citizen of Canada.
        Mr.
        Robert Martineau represented to us that he resided outside of, and was not
        a
        citizen of, the United States. We did not engage in a distribution of this
        offering in the United States.. Mr. Robert Martineau represented his intention
        to acquire the securities for investment only and not with a view towards
        distribution. Appropriate legends have been affixed to the securities for
        Mr.
        Robert Martineau in accordance with Regulation S. Mr. Robert Martineau was
        given
        adequate access to sufficient information about us to make and informed
        investment decision. None of the securities were sold through an underwriter
        and
        accordingly, there were no underwriting discounts or commissions involved.
        No
        registration rights were granted to Mr. Robert Martineau.
  We
        recently issued the following securities on August 22nd, 2006 as restricted
        stock for services, such stock valued at $0.25 per share:
  23
 Name
              
              Address
              
              #
                  of Shares of Common StockMaxime
                  Brazeau
              
              2599
                  Louis-Veuillot, Montreal, Quebec,
              
              10,000Canada,
                  H1N 2P1Benjamin
                  Lawetz
              
              265
                  De Manou, Boucherville, Quebec, Canada,
              
              10,000J4B
                  1A6Brendan
                  Mirotchnick
              
              5860
                  Monkland, Suite 203, Montreal, Quebec,
              
              10,000Canada
                  H4A 1G1Ronan
                  Huon de Kermadec
              
              4502
                  Av. Lacombe, Montreal, Quebec, Canada,
              
              10,000H3T
                  1M6Suzanne
                  Perron
              
              3168
                  Des Emeraudes, St-Hubert, Quebec,
              
              10,000Canada,
                  J4T 3S5Bruno
                  Mourani
              
              1627,
                  Blvd. Carpentier, Boisbriand, Quebec,
              
              10,000Canada,
                  J7G 2Y7Europe
                  Mourani
              
              1627,
                  Blvd. Carpentier, Boisbriand, Quebec,
              
              10,000Canada,
                  J7G 2Y7Benoit
                  Ratthe
              
              811
                  Martin, St-Amable, Quebec, Canada, J0L
              
              10,0001N0Joseph
                  Emas
              
              1224
                  Washington Av., Miami Beach, Florida,
              
              25,000USA,
                  33139
  We
        likewise recently issued the following securities on December 6th, 2006 as
        restricted stock for services, such stock valued at $0.25 per share:
 
 Name
              
              Address
              
              #
                  of Shares of Common StockSimon
                  Lamarche
              
              3196
                  Broadway, Brossard, Quebec J4Z 2P6 Canada
              
              10,000Ronald
                  Gold
              
              190
                  Riverside Drive, New York, NY, 10024 USA
              
              50,000Strathmere
                  and Associates
              
              468
                  Pleasant Park Road, Ottawa Ontario K1H 5N1 Canada
              
              250,000Podar
                  Infotech Ltd.
              
              Podar
                  Chambers, 4th Floor, 109 S.A.Brelvi Road, Fort,
              
              100,000Mumbai
                  -400 001. IndiaBusiness
                  Development Consultants
              
              5580
                  La Jolla Blvd. #34, La Jolla, CA 92037 USA
              
              250,000
  For
        these
        shares issued for services, the following describes the nature of the services
        supplied:
  Maxime
        Brazeau: Employee at the time, Services were for extra consulting in Customer
        Service Ticketing software evaluations
  Benjamin
        Lawetz: Employee at the time, Services of extra consulting for Network
        optimization
  24
  Brendan
        Mirotchnick: Consulting services for Network optimization
  Ronan
        Huon de Kermadec: Employee at the time, Services of extra consulting in Software
        performance optimization
  Suzanne
        Perron: Employee at the time, Services of extra consulting in
        administration
  Bruno
        Mourani: Consulting services for Accounting and Financial analysis
  Europe
        Mourani: Consulting services for Accounting and Financial analysis
  Benoit
        Ratthe: Consulting services for market segment evaluation
  Joseph
        Emas: Legal services
  Simon
        Lamarche: Consulting services for sales training tools for
        retailers
  Ronald
        Gold: Consulting for International market development in Liberia and
        Brazil
  Strathmere
        and Associates: Consulting services for International market development
        in
        India
  Podar
        Infotech Ltd.: Consulting services for Market Analysis report,
        India
  Business
        Development Consultants: Consulting services for marketing development to
        establish re-sale opportunities in the US, Investor relations support back
        in
        early 2005 when the Company’s subsidiary Teliphone Inc. was a wholly-owned
        subsidiary of United American Corporation, to help solidify debt
        financing.
  The
        offer
        and sale of such shares of our common stock to Joseph I. Emas, Ronald Gold,
        and
        Business Development Consultants were effected in reliance on the exemptions
        for
        sales of securities not involving a public offering, as set forth in Rule
        506
        promulgated under the Securities Act and in Section 4(2) and in reliance
        upon
        Regulation S of the Securities Act, based on the following:
 
 (a)
        the
        investors confirmed to us that they were "accredited investors," as defined
        in
        Rule 501 of Regulation D promulgated under the Securities Act and had such
        background, education and experience in financial and business matters as
        to be
        able to evaluate the merits and risks of an investment in the
        securities;
  (b)
        there
        was no public offering or general solicitation with respect to the offering;
        (c)
        the investors were provided with certain disclosure materials and all other
        information requested with respect to our company; (d) the investors
        acknowledged that all securities being purchased were "restricted securities"
        for purposes of the Securities Act, and agreed to transfer such securities
        only
        in a transaction registered under the Securities Act or exempt from registration
        under the Securities Act; and (e) a legend was placed on the certificates
        representing each such security stating that it was restricted and could
        only be
        transferred if subsequent registered under the Securities Act or transferred
        in
        a transaction exempt from registration under the Securities Act.
 
 We
        likewise issued the following securities on August 26, 2006 as restricted
        stock
        in order to convert debt from our parent company United American Corporation
        into common stock:
  Name
              
              Address
              
              #
                  of Shares of Common StockUnited
                  American Corporation
              
              3273
                  East Warm Springs Road, Las Vegas,
              
              1,699,323Nevada,
                  USA, 89120
  The
        offer
        and sale of such shares of our common stock were effected in reliance on
        the
        exemptions for sales of securities not involving a public offering, as set
        forth
        in Rule 506 promulgated under the Securities Act and in Section 4(2) and
        in
        reliance upon Regulation S of the Securities Act, based on the
        following:
  (a)
        the
        investors confirmed to us that they were "accredited investors," as defined
        in
        Rule 501 of Regulation D promulgated under the Securities Act and had such
        background, education and experience in financial and business matters as
        to be
        able to evaluate the merits and risks of an investment in the
        securities;
  (b)
        there
        was no public offering or general solicitation with respect to the offering;
        (c)
        the investors were provided with certain disclosure materials and all other
        information requested with respect to our company; (d) the investors
        acknowledged that all securities being purchased were "restricted securities"
        for purposes of the Securities Act, and agreed to transfer such securities
        only
        in a transaction registered under the Securities Act or exempt from registration
        under the Securities Act; and (e) a legend was placed on the certificates
        representing each such security stating that it was restricted and could
        only be
        transferred if subsequent registered under the Securities Act or transferred
        in
        a transaction exempt from registration under the Securities Act.
  We
        likewise issued the following securities on December 6th, 2006 as restricted
        stock in order to cover fractional share requirements as required by the
        Depository Trust Corporation regarding the spin-off of Teliphone Corp. to
        shareholders of United American Corporation.
  25
 Name
              
              Address
              
              #
                  of Shares of Common StockUnited
                  American Corporation
              
              3273
                  East Warm Springs Road,
              
              171Las
                  Vegas, Nevada, 89120, USA
  The
        offer
        and sale of such shares of our common stock were effected in reliance on
        the
        exemptions for sales of securities not involving a public offering, as set
        forth
        in Rule 506 promulgated under the Securities Act and in Section 4(2) and
        in
        reliance upon Regulation S of the Securities Act, based on the
        following:
  (a)
        the
        investors confirmed to us that they were "accredited investors," as defined
        in
        Rule 501 of Regulation D promulgated under the Securities Act and had such
        background, education and experience in financial and business matters as
        to be
        able to evaluate the merits and risks of an investment in the
        securities;
  (b)
        there
        was no public offering or general solicitation with respect to the offering;
        (c)
        the investors were provided with certain disclosure materials and all other
        information requested with respect to our company; (d) the investors
        acknowledged that all securities being purchased were "restricted securities"
        for purposes of the Securities Act, and agreed to transfer such securities
        only
        in a transaction registered under the Securities Act or exempt from registration
        under the Securities Act; and (e) a legend was placed on the certificates
        representing each such security stating that it was restricted and could
        only be
        transferred if subsequent registered under the Securities Act or transferred
        in
        a transaction exempt from registration under the Securities Act.
 
 SECTION
        15(G) OF THE EXCHANGE ACT
 
 The
        shares of our common stock are covered by Section 15(g) of the Exchange Act,
        and
        Rules 15g-1 through 15g-6 promulgated hereunder, which impose additional
        sales
        practice requirements on broker-dealers who sell our securities to persons
        other
        than established customers and accredited investors.
 
 Rule
        15g-2 declares unlawful any broker-dealer transactions in "penny stocks"
        unless
        the broker-dealer has first provided to the customer a standardized disclosure
        document.
  26
 
 Rule
        15g-3 provides that it is unlawful for a broker-dealer to engage in a "penny
        stock" transaction unless the broker-dealer first discloses and subsequently
        confirms to the customer the current quotation prices or similar market
        information concerning the penny stock in question.
 
 Rule
        15g-4 prohibits broker-dealers from completing "penny stock" transactions
        for a
        customer unless the broker-dealer first discloses to the customer the amount
        of
        compensation or other remuneration received as a result of the penny stock
        transaction.
 
 Rule
        15g-5 requires that a broker-dealer executing a "penny stock" transaction,
        other
        than one exempt under Rule 15g-1, disclose to its customer, at the time of
        or
        prior to the transaction, information about the sales person's
        compensation.
 
 Our
        common stock may be subject to the foregoing rules. The application of the
        "penny stock" rules may affect our stockholders' ability to sell their shares
        because some broker-dealers may not be willing to make a market in our common
        stock because of the burdens imposed upon them by the "penny stock"
        rules.
 
 
 ITEM
                  6.
              MANAGEMENT’S
                  DISCUSSION AND
                  ANALYSIS OF 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.
  Plan
        of Operations
 
 We
        were
        incorporated in Nevada under the name "OSK CAPITAL II CORP" in 1999. In April
        of
        2005, we effectuated a merger and re-organization with Teliphone Inc., a
        Canadian Internet Telecommunications (VoIP or "Voice-Over-Internet-Protocol")
        Company. Teliphone Inc. is now a majority-owned subsidiary of our company
        and as
        such, our revenues are derived primarily from the sale of telecommunications
        services to retail clients.
  27
  Trends
        in Our Industry and Business
  A
        number
        of trends in our industry and business have a significant effect on our results
        of operations and are important to an understanding of our financial statements.
        These trends include:
  Broadband
        adoption. The
        number of households with broadband Internet access in our core markets of
        Canada and India has grown significantly. We expect this trend to continue.
        We
        benefit from this trend because our service requires a broadband Internet
        connection and our potential addressable market increases as broadband adoption
        increases.
  Changing
        competitive
        landscape. We are facing increasing competition from other
        companies that offer multiple services such as cable television, voice and
        broadband Internet service. Several of these competitors are offering VoIP
        or
        other voice services as part of a bundle, in which they offer voice services
        at
        a lower price than we do to new subscribers. In addition, several of these
        competitors are working to develop new integrated offerings that we cannot
        provide and that could make their services more attractive to customers.
        We also
        compete against established alternative voice communication providers and
        independent VoIP service providers. Some of these service providers may choose
        to sacrifice revenue in order to gain market share and have offered their
        services at lower prices or for free. These offerings could negatively affect
        our ability to acquire new customers or retain our existing
        customers.
  Consumer
        adoption of new VoIP
        technology.  The development of our Teliphone VoIP service permits
        us to sell telecommunications services to consumers who have a broadband
        internet connection. Our technology permits customers to continue to use
        their
        traditional phone devices to make and receive calls at a lower cost than
        traditional phone services. One of the key challenges in the adoption of
        this
        new technology is the customer’s acceptance of potential loss of service when
        their internet connection goes down or they lose electrical power in their
        home
        or office. The Company has mitigated this risk for their customers by providing
        telephone call fail-over methods in case of loss of service. Management believes
        that even though this adoption risk exists, the reduction of cost for the
        services will negate the impact of occasional service loss much like how
        consumers accepted at times lower call quality in their worldwide adoption
        of
        mobile phones due to increased convenience.
  The
        development of our callona.com website seeks to attract consumers on the
        internet who will look to utilize our web-based communications services,
        which
        will permit us to generate advertising and promotional revenues from other
        companies looking to advertise and promote their products to our callona.com
        users. We have not as yet realized any revenue from our callona.com
        prototype.
  We
        generate revenues from the sale of VoIP services to our customers, along
        with
        the hardware required for our customers to utilize these services. Our cost
        of
        sales includes all of the necessary purchases required for us to deliver
        these
        services. This includes the use of broadband internet access required for
        our
        servers to be in communication with our customers’ VoIP devices at the
        customer’s location, our rental of voice channels connected to the
        Public-Switched-Telephone-Network, that is the traditional phone network
        which
        currently links all phone numbers worldwide. Our cost of sales also includes
        our
        commissions paid to our re-sellers as we are distributing a portion of recurring
        revenues to the re-seller after the sale has been consummated. Our cost of
        sales
        also includes any variable costs of service delivery that we may have, including
        our per-minute costs for terminating our customers’ calls on another carrier’s
        network.
  We
        have
        incurred gross losses during our first three years of operation because the
        minimum purchases necessary in order to sustain our operations are enough
        to
        deliver services to more customers than we currently have. As a result, we
        estimate that we will continue to increase our gross profit over time. An
        indication of this is our positive gross profit for all interim periods ending
        December 31, 2006, March 31, 2007, June 30, 2007 and September 30,
        2007
  28
  We
        will
        continue to cover our cash shortfalls through debt financing with affiliated
        parties. In the event that we do not have a significant increase in revenues
        and
        we do not raise sufficient capital in the offering herein, management
        estimates we can only sustain our cash requirements for three
        months.  After three months, management will need to consider
        alternate sources of financing, including but not limited to additional debt
        financing, in order to sustain operations for the next twelve
        months.  No agreements or arrangements have been made as of this date
        for such financing.
  Results
        of Operations
  Fiscal
        Year End September 30, 2007
  On
        The
        Company's balance sheet as of September 30, 2007, the Company had assets
        consisting of accounts receivable in the amount of $58,522, income tax
        receivable (Canadian Research and Development Tax Credits) of $16,311, inventory
        of $6,100 and prepaid expenses of $118,802 and $11,981 in cash. The Company
        has
        expended its cash in furtherance of its business plan, including primarily
        expenditure of funds to pay legal and accounting expenses, and has recorded
        the
        full value of the stock issued for services as a general, selling, and
        administrative expense. Consequently, the Company's balance sheet as of
        September 30, 2007 reflects a deficit accumulated of ($1,565,404) and a
        stockholders deficit of ($668,971).
  The
        Company recorded sales of $673,278 of which $76,753 was hardware and $596,525
        was services, for the year ended September 30, 2006 as compared to $440,804
        of
        which $41,612 was hardware and $399,192 was services, for the year ended
        September 30, 2006. This revenue was derived from the sale of $420,805 of
        VoIP
        hardware and services to Residential and Business Retail clients and $252,473
        VoIP hardware and services to Wholesale customers. For the year ended September
        30, 2006, revenue was derived from the sale of $372,248 of VoIP hardware
        and
        services to Residential and Business Retail clients and $68,556 VoIP hardware
        and services to Wholesale customers.
 
 The
        Company's cost of sales were $479,618 for the year ended September 30, 2007
        compared to $454,712 for the year ended September 30, 2006, primarily as
        a
        consequence of an increase in sales and related costs, specifically the cost
        of
        managing higher levels of traffic over our telecommunications network. The
        net
        result was a gross margin for the year ended September 30, 2007 of $193,660
        compared to ($13,908) for the prior period. This increase in gross margin
        is
        primarily due to the decrease in the Company’s cost of operating its VoIP
        network in Canada.
  The
        Company's aggregate operating expenses were $311,717 for the year ended
        September 30, 2007 compared to $655,860 for the year ended September 30,
        2006.
        In particular, there was a decrease in Selling and Promotion expenses from
        $16,960 to $11,385 as the company reduced its purchasing of promotional media
        and sales travel as it concentrated its sales in its local market. There
        was an
        increase in Administrative wages from $31,250 to $55,220 as the Company began
        to
        pay its subsidiary President as an employee instead of a consultant in June
        of
        2006. There was decrease in Research and Development Wages from $120,531
        to
        $82,831as the company began to outsource some computer software development
        services in order to reduce costs. There was a decrease in Professional and
        Consulting fees from $278,429 to $53,838 attributed to decreased legal and
        audit
        costs since the bulk of the work in order to become fully SEC and Sarbanes-Oxley
        compliant was performed in the 2006 fiscal year. There was a decrease in
        General
        and Administrative Expenses from $146,026 to $41,367 due to decreased
        expenditures associated with the move of the company from its offices in
        downtown Montreal to those of Intelco Communications. There was an increase
        in
        Depreciation Expenses from $62,664 to $66,626 attributed to the acquisition
        of
        additional computer equipment during the period.
  As
        a
        result, the Company had a net loss of ($150,626) for the year ended September
        30, 2007 (when considering a minority interest of $26,439) compared to a
        net
        loss of ($668,374) for the year ended September 30, 2006 (when considering
        a
        minority interest of $25,484). The principal reasons for company’s net loss for
        the year ended September 30, 2007 is due to the higher cost of our VoIP network
        in Canada compared to the number of customers and the subsequent revenues
        we
        have been able to generate over it.
  29
  Plan
        of Operations and Need for Additional Financing
  The
        Company's plan of operations for most of 2008 and 2009 is to build a subscriber
        base of retail customers who purchase telecommunications services on a monthly
        basis, as well as wholesale technology and telecommunications solutions to
        Tier
        1 & Tier 2 telecommunications companies.
  Liquidity
        and Capital Resources
  For
        the
        year ended September 30, 2007:
  The
        Company used $90,787 in operating activities in 2006 compared to $341,787
        in
        2006. This change was attributable in large part to the decreased expenditures
        to maintain our telecommunications network and related maintenance of its
        operation.
  The
        Company used cash in investing activities of $24,570 compared to $855 used
        in
        2006. This change was attributable to the Company's acquisition of
        telecommunications equipment in order to upgrade its services in 2007 since
        major equipment purchases in 2004 and 2005 were completed with older
        equipment.
  The
        Company had net cash provided by financing activities of $125,153 in 2007
        compared to $408,747 in 2006. This change was primarily attributable to short
        term advances from shareholders.
  In
        pursuing its business strategy, the Company will require additional cash
        for
        operating and investing activities, since the Company’s current level of gross
        margin is not adequate to cover all of the operating expenses. The Company
        therefore expects future cash requirements to continue to cover this shortfall.
        The Company will continue to borrow money from shareholders and related parties
        to cover this cash shortfall, while looking to reduce costs and increase
        revenues of its VoIP services.  The Company has sought to borrow money
        from related parties in order to sustain its operational cash flow needs
        since
        we began our registration process in August, 2006.  The Company
        records a debt to related party upon the receipt of funds from shareholders
        and
        officers and repays this loan through monthly payments in order to refund
        capital and pay interest fees.
  The
        Company has cleared a registration of shares on form SB-2 for the sale of
        up to
        20,000,000 of its shares of common stock at $0.25 per share. The Company
        anticipates proceeds of this offering to be approximately $450,568 should
        the
        minimum be raised to as high as $4,950,568 should the maximum be raised,
        after
        the payment of closing costs of approximately $49,432.
 
 The
        Company anticipates utilizing these proceeds to continue to pursue and carry
        out
        its business plan, which includes marketing programs aimed at the promotion
        of
        the Company's services, hiring additional staff to distribute and find
        additional distribution channels, search for additional companies to bring
        under
        the corporate umbrella and enhance the current services the Company is
        providing, and compliance with Sarbanes - Oxley Section 404."
 
 Other
        than current requirements from our suppliers, and the maintenance of our
        current
        level of operating expenses, the company does not have any commitments for
        capital expenditures or other known or reasonably likely cash
        requirements.
  The
        company has classified its related party loans on its Balance sheet as of
        September 30, 2007 of $640,795 as a current liability. These loans were issued
        as advances to the company to be repaid when the company can raise adequate
        funds through the sale of equity.
  The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. The Company has suffered recurring losses from
        operations and at September 30, 2007 and 2006 had working capital deficit
        of
        $565,730 as of September 30, 2007. The financial statements do not include
        any
        adjustments that might result from the outcome of this uncertainty. The Company
        has been searching for new distribution channels to wholesale their services
        to
        provide additional revenues to support their operations.
  30
  In
        addition, the Company entered into a letter of intent with Intelco
        Communications that can save them operating costs in addition to providing
        support services. Pursuant to the terms of the Agreement, the Company’s
        majority-owned subsidiary Teliphone Inc. agreed to issue 35 class A voting
        shares of its common stock representing 25.2% of Teliphone Inc.’s issued shares
        to 3901823 Canada Inc. (The owner of Intelco Communications) in exchange
        for
        office rent, use of Intelco’s data center for Teliphone Inc.’s equipment, and
        use of Intelco’s broadband telephony network valued at approximating $144,000
        (CDN$) for the period August 1, 2006 through July 31, 2007. As of September
        30,
        2007, the balance remaining in the prepaid expense for Intelco is $118,802
        (US$).
 
 As
        of
        October 24, 2007, there has been no subsequent agreement formalized between
        the
        Company and Intelco regarding the treatment of the balance of the pre-paid
        expenses.  From August 1st, 2007, the Company continues to benefit
        from the delivery of services by Intelco (particularly office rental space)
        while being debited from the Company’s prepaid expense asset as
        payment.  There can be no assurance that this arrangement will
        continue nor that we will be able to continue to receive services under this
        arrangement.
 
 Management
        believes that the current situation, specifically, Intelco’s desire to continue
        to provide us with the delivery of services against the pre-paid expenses
        even
        after the formal term of the agreement, is indicative of the intention of
        the
        parties to extend the existing agreement in place and to continue until the
        pre-paid services have been fully delivered.
 
 Should
        we
        not be successful in re-negotiating favorable terms with Intelco in the future,
        the Company’s cash flow requirements from operations will increase by an
        estimated $6,000 per quarter due to office rent space charges, categorized
        within General and Administrative Expenses.  Likewise, the balance of
        pre-paid expenses will be written off of the financial statements as per
        generally accepted accounting principles since management’s assessment of the
        recoverability of the prepaid expense balance associated with the arrangement
        is
        that the prepaid expenses will not be recoverable should no new agreement
        be
        finalized.
 
 Upon
        the
        Company becoming a reporting company pursuant to the Securities Exchange
        Act of
        1934, as amended, the Company shall file a Form 8-K within four (4) business
        days describing any agreement with Intelco and attaching such agreement as
        an
        exhibit to the Form 8-K filing.
  On
        August
        1, 2006, the Company converted $421,080 of the $721,080 of its loans with
        United
        American Corporation, a related party through common ownership, and majority
        shareholder of the Company prior to United American Corporation's stock dividend
        that took place effective October 30, 2006 into 1,699,323 shares of the
        Company's common stock. In December 2006, the Company issued a resolution
        to
        issue the remaining 171 fractional shares related to United American
        Corporation's spin-off of the corporation and pro-rata distribution of United
        American Corporation's holding of the Company's common stock to its
        shareholders. Those shares were issued prior to December 31, 2006 and
        distributed to shareholders. The $300,000 remaining on the loan has become
        interest bearing at 12% per annum on August 1, 2006, payable monthly with
        a
        maturity date of August 1, 2009. There is no guarantee that the Company will
        be
        able to raise additional capital or generate the increase in revenues to
        sustain
        its operations, however, the company has an effective registration statement
        to
        raise additional capital. These conditions raise substantial doubt about
        the
        Company's ability to continue as a going concern for a reasonable period.
 
 The
        Company also holds the possibility of a contingent liability and SEC violation
        surrounding the distribution of a portion of its shares performed by its
        former
        parent company United American Corporation (“UAC”) to its
        shareholders.  The board of directors of UAC determined to spin off
        its stock holdings in us. To accomplish the spin off, UAC declared a stock
        dividend effective in at the end of business on October 30, 2006 for its
        equity
        interests in our company, consisting of 1,699,323 shares of our common stock,
        to
        UAC’s stockholders on a pro rata basis (with an additional 171 fractional shares
        distributed in December). The Company has filed a registration statement
        on Form
        SB-2 with the intent of complying with safe harbor provisions of Staff Legal
        Bulletin No. 4. Although the Company and UAC intended to follow steps necessary
        for reliance on the safe harbor, we failed to follow the appropriate steps.
        This
        activity represented a violation of federal securities laws. There is a
        possibility that the recipients could attempt to rescind their receipt of
        securities and the Securities and Exchange Commission could find that UAC
        made a
        distribution of securities in violation of Section 5. While the rescission
        of
        the receipt of securities would not be likely to have an impact on our financial
        condition as the shares would be returned to UAC, the action could have an
        adverse impact on the liquidity and prospective market for our shares of
        common
        stock.
  31
  Critical
        Accounting Policies
        and Estimates
  Management's
        Discussion and Analysis of Financial Conditions 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.
  In
        December 2004, the FASB issued Statement of Financial Accounting Standards
        No.
        123 R (As amended) Accounting for Stock-Based Compensation. This statement
        is a
        revision of FASB Statement No 123 and supersedes APB Opinion No. 25, Accounting
        for Stock Issued to Employees, and its related implementation guidance. This
        statement establishes standards for the accounting for transactions in which
        an
        entity exchanges its equity instruments for goods and services. It also
        addresses transactions in which an entity incurs liabilities in exchange
        for
        goods and services that are based on the fair value of the entity's equity
        instruments or that may be settled by the issuance of those equity instruments.
        This Statement focuses primarily on accounting for transactions in which
        an
        entity obtains employee services in share-based payment transactions. For
        public
        entities that are not small business issuers, the implementation of this
        Statement is required as of the beginning of the first interim or annual
        reporting period after June 15, 2005. For public entities that are small
        business issuers, the implementation of this Statement, is required as of
        the
        beginning of the first interim or annual reporting period after December
        18,
        2005. Management is required to implement this Statements beginning in fiscal
        year beginning on January 1, 2006 and they are currently evaluating the impact
        of implementation of this Statement on the Company.
  Use
        of
        Estimates
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. On an on-going basis, the Company evaluates
        its
        estimates, including, but not limited to, those related to investment tax
        credits, bad debts, income taxes and contingencies. The Company bases its
        estimates on historical experience and on various other assumptions that
        are
        believed to be reasonable under the circumstances, the results of which form
        the
        basis for making judgments about the carrying value of assets and liabilities
        that are not readily apparent from other sources. Actual results could differ
        from those estimates.
 
 Inventories
  Inventories
        are stated at the lower of cost to purchase and/or manufacture the inventory
        or
        the current estimated market value of the inventory. We regularly review
        our
        inventory quantities on hand and record a provision for excess and obsolete
        inventory based primarily on our estimated forecast of product demand and/or
        our
        ability to sell the products and production requirements. Demand for the
        our
        products can fluctuate significantly. Factors which could affect demand for
        our
        products include unanticipated changes in consumer preferences, general market
        conditions or other factors, which may result in cancellations of advance
        orders
        or a reduction in the rate of reorders placed by customers and/or continued
        weakening of economic conditions. Additionally, our estimates of future product
        demand may be inaccurate, which could result in an understated or overstated
        provision required for excess and obsolete inventory. Our estimates are based
        upon our understanding of historical relationships which can change at
        anytime.
  32
  Fair
        Value of Financial
        Instruments (other than Derivative Financial Instruments)
  The
        carrying amounts reported in the condensed consolidated balance sheet for
        cash
        and cash equivalents, accounts receivable 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.
  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.
  Revenue
        Recognition
  Operating
        revenues consists of telephony services revenue and customer equipment (which
        enables the Company's telephony services) and shipping revenue. The point
        in
        time at which revenue is recognized is determined in accordance with Staff
        Accounting Bulletin No. 104, Revenue Recognition, and Emerging Issues Task
        Force
        Consensus No. 01-9, Accounting for Consideration Given by a Vendor to a Customer
        (Including a Reseller of the Vendor's Products) ("EITF No. 01-9"), EITF Issue
        00-21, "Revenue Arrangements with Multiple Deliverables", and EITF Issue
        No.
        00-14, “Accounting for Certain Sales Incentives”.. When the Company emerged from
        the development stage with the acquisition of Teliphone Inc. they began to
        recognize revenue from their VoIP Telephony services when the services were
        rendered and customer equipment purchased as follows:
  VoIP
        Telephony Services Revenue
 
 The
        Company realizes VoIP telephony services revenue through sales by two distinct
        channels; the Retail Channel (Customer purchases their hardware from a Retail
        Distributor and the Company invoices the customer direct) and the Wholesale
        Channel (Customer purchases their hardware from the Wholesaler and the Company
        invoices the Wholesaler for usage by the Wholesaler’s customers
        collectively).
 
 Substantially
        all of the Company's operating revenues are telephony services revenue, which
        is
        derived primarily from monthly subscription fees that customers are charged
        under the Company's service plans. The Company also derives telephony services
        revenue from per minute fees for international calls and for any calling
        minutes
        in excess of a customer's monthly plan limits.
  Retail
        Channel
 
 Monthly
        subscription fees are automatically charged to customers' credit cards in
        advance and are recognized over the following month when services are
        provided.
  33
 
 Revenue
        generated from international calls and from customers exceeding allocated
        call
        minutes under limited minute plans is charged to the customer’s credit cards in
        advanced in small increments and are recognized over the following month
        when
        the services are provided.
 
 The
        Company generates revenues from shipping equipment direct to customers and
        our
        re-seller partners. This revenue is considered part of the VoIP service
        revenues.
 
 The
        Company does not charge initial activation fees associated with the service
        contracts in the Retail Channel. The Company generates revenues from disconnect
        fees associated with early termination of service contracts with Retail
        Customers. These fees are included in service revenue as they are considered
        part of the service component when the service is delivered or
        performed.
  Prior
        to
        March 31, 2007 the Company generally charged a disconnect fee to Retail
        customers who did not return their customer equipment to the Company upon
        disconnection of service if the disconnection occurred within the term of
        the
        service contract. On April 1, 2007, the Company changed its disconnect policy.
        Upon cancellation of the service, no disconnection fee is charged and there
        is
        no refund issued to the customer for any portion of the unused services as
        before. The customer’s service termination date becomes the next anniversary
        date of its billing cycle.
  This
        accounting is consistent with the rules set forth in SAB 104 Section A(4)(a)
        since there are no rights of returns or refunds that exist for the customer
        other than a standard 30-day money-back guarantee. In the event of a return
        within the 30 day guarantee period, the hardware is refunded in its entirety.
        This accounting is also consistent with FASB Statement 48 on “Revenue
        Recognition When Right of Return Exists” which allows for equipment revenue to
        be recognized at the time of sale since there no longer exists a right of
        return
        after the 30 day period.
  Wholesale
        Channel
 
 Monthly
        subscription fees are invoiced to Wholesale customers at the end of the month
        for the entirety of the services delivered during the month. Revenue for
        this
        period is therefore recognized at the time the Wholesaler is
        billed.
  The
        Company recognizes this revenue utilizing the guidance set forth in EITF
        Issue
        00-21, "Revenue Arrangements with Multiple Deliverables". For the Wholesale
        channel, the activation fee is recognized as deferred revenue, and amortized
        over the length of the service agreement. If the service is terminated within
        the term of the service agreement, the deferred revenue is fully amortized.
        This
        accounting is consistent with SAB 104 because the up-front fee is not in
        exchange for products delivered or services performed that represent the
        culmination of a separate earnings process, and hence the deferral of revenue
        is
        appropriate.
  There
        is
        no disconnection fee associated with a wholesale customer.
  The
        Company generates revenues from shipping equipment direct to wholesale
        customers. This revenue is considered part of the VoIP service
        revenues.
  Customer
        Equipment
  Retail
        Channel
 
 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 retailer. The Company recognizes
        this
        revenue utilizing the guidance set forth in EITF 00-21, “Revenue Arrangements
        with Multiple Deliverables” and EITF Issue 01-9, “Accounting for Consideration
        Given by a Vendor to a Customer (Including a Reseller of the Vendor’s
        Products)”.
  34
  Under
        a
        retail agreement, the cost of the equipment is recognized as deferred revenue,
        and amortized over the length of the service agreement. Upon refund, the
        deferred revenue is fully amortized.
 
 Customer
        equipment expense is recorded to direct cost of goods sold when the hardware
        is
        initially purchased from our suppliers.
 
 The
        Company also provides rebates to retail customers who purchase their customer
        equipment from retailers and satisfy minimum service period
        requirements.   This minimum service period (e.g. three months)
        differs from the length of  the service agreement (e.g. twelve
        months).  These rebates are recorded as a reduction of service revenue
        over the minimum service period based upon the actual rebate coupons received
        from customers and whose accounts are in good standing.
  Wholesale
        Channel
 
 For
        wholesale customers, the equipment is sold to wholesalers at the Company’s cost
        price plus mark-up. There are no rebates for equipment sold to wholesale
        customers and the Company does not subsidize their equipment sales. The Company
        recognizes revenue from sales of equipment to wholesale customers as
        billed.
  Commissions
        Paid to Retail Distributors
  Commissions
        paid to Retail Distributors are based on the recurring revenues recorded
        by the
        company and incurred in the period where the revenue is recognized and paid
        by
        the company to the retail Distributor in the following month. These commissions
        are recorded as cost of sales as they are directly related to the revenue
        acquired and are not considered a sales and marketing expense. These commissions
        are payable based on the Distributor’s servicing of the customer on an on-going
        basis. This accounting is consistent with EITF Issue No. 00-14, “Accounting for
        Certain Sales Incentives.”
  Commissions
        Paid to Wholesalers
 
 The
        Company recognizes this revenue utilizing the guidance set forth in EITF
        Issue
        01-9 “Accounting for Consideration Given by a Vendor to a Customer (Including a
        Reseller of the Vendor’s Products)”. The Company is receiving identifiable
        benefits from the Wholesaler (billing and customer support) in return for
        the
        allowance. These benefits are sufficiently separable from the Wholesaler’s
        purchase of the Company’s hardware and services. The fair value of those
        benefits can be reasonably estimated and therefore the excess consideration
        is
        characterized as a reduction of revenue on the Company’s Statement of
        Operations.
  Accounts
        Receivable
 
 The
        Company conducts business and extends credit based on an evaluation of the
        customers’ financial condition, generally without requiring
        collateral.
  Exposure
        to losses on receivables is expected to vary by customer due to the financial
        condition of each customer. The Company monitors exposure to credit losses
        and
        maintains allowances for anticipated losses considered necessary under the
        circumstances.
  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 for 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.
  35
  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.
  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.
  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.
  Advertising
        Costs
  The
        Company expenses the costs associated with advertising as incurred. Advertising
        expenses for the years ended September 30, 2007 and 2006 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.
  36
  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 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.
  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
  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. The Company has adopted the provisions
        of
        SFAS 123R for its fiscal year ended September 30, 2006. The adoption of this
        principle had no effect on the Company's operations.
  On
        January 1, 2006, the Company adopted the provisions of FAS No. 123R "Share-Based
        Payment" ("FAS 123R") which requires recognition of stock-based compensation
        expense for all share-based payments based on fair value. Prior to January
        1,
        2006, the Company measured compensation expense for all of its share-based
        compensation using the intrinsic value method prescribed by Accounting
        Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
        Employees" ("APB 25") and related interpretations. The Company has provided
        pro
        forma disclosure amounts in accordance with FAS No. 148, "Accounting for
        Stock-Based Compensation - Transition and Disclosure - an amendment of FASB
        Statement No. 123" ("FAS 148"), as if the fair value method defined by FAS
        No.
        123, "Accounting for Stock Based Compensation" ("FAS 123") had been applied
        to
        its stock-based compensation.
  The
        Company has elected to use the modified-prospective approach method. Under
        that
        transition method, the calculated expense in 2006 is equivalent to compensation
        expense for all awards granted prior to, but not yet vested as of January
        1,
        2006, based on the grant-date fair values estimated in accordance with the
        original provisions of FAS 123. Stock-based compensation expense for all
        awards
        granted after January 1, 2006 is based on the grant-date fair values estimated
        in accordance with the provisions of FAS 123R. The Company recognizes these
        compensation costs, net of an estimated forfeiture rate, on a pro rata basis
        over the requisite service period of each vesting tranche of each award.
        The
        Company considers voluntary termination behavior as well as trends of actual
        option forfeitures when estimating the forfeiture rate.
  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.
  37
  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.
  Recent
        Accounting
        Pronouncements
  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.
  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.
  In
        September 2006, the FASB issued SFAS 157, "Fair Value Measurements." This
        standard defines fair value, establishes a framework for measuring fair value
        in
        generally accepted accounting principles, and expands disclosure about fair
        value measurements. This statement is effective for financial statements
        issued
        for fiscal years beginning after November 15, 2007. Early adoption is
        encouraged. The adoption of SFAS 157 is not expected to have a material impact
        on the financial statements.
  In
        September 2006, the FASB issued SFAS 158, "Employers' Accounting for Defined
        Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
        87, 88, 106 and 132(R)" ("SFAS 158"). SFAS 158 requires an employer to recognize
        the over-funded or under-funded status of a defined benefit postretirement
        plan
        (other than a multiemployer plan) as an asset or liability in its statement
        of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income. SFAS 158 also requires
        the
        measurement of defined benefit plan assets and obligations as of the date
        of the
        employer's fiscal year-end statement of financial position (with limited
        exceptions). Management does not expect adoption of SFAS 158 to have a material
        impact on the Company's financial statements.
  In
        February 2007, the FASB issued FAS No. 159, "The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an amendment of FASB Statement
        No.
        115", ("FAS 159") which permits entities to choose to measure many financial
        instruments and certain other items at fair value at specified election dates.
        A
        business entity is required to report unrealized gains and losses on items
        for
        which the fair value option has been elected in earnings at each subsequent
        reporting date. This statement is expected to expand the use of fair value
        measurement. FAS 159 is effective for financial statements issued for fiscal
        years beginning after November 15, 2007, and interim periods within those
        fiscal
        years.
  In
        July
        2006, the FASB issued Interpretation No. 48 (FIN No. 48), "Accounting for
        Uncertainty in Income Taxes." This interpretation requires recognition and
        measurement of uncertain income tax positions using a "more-likely-than-not"
        approach. FIN No. 48 is effective for fiscal years beginning after December
        15,
        2006. Management is still evaluating what effect this will have on the Company's
        financial statements.
  38
  In
        September 2006, the United States Securities and Exchange Commission ("SEC")
        issued SAB 108, "Considering the Effects of Prior Year Misstatements when
        Quantifying Misstatements in Current Year Financial Statements."
  This
        SAB
        provides guidance on the consideration of the effects of prior year
        misstatements in quantifying current year misstatements for the purpose of
        a
        materiality assessment. SAB 108 establishes an approach that requires
        quantification of financial statement errors based on the effects of each
        of the
        company's financial statements and the related financial statement disclosures.
        SAB 108 permits existing public companies to record the cumulative effect
        of
        initially applying this approach in the first year ending after November
        15,
        2006 by recording the necessary correcting adjustments to the carrying values
        of
        assets and liabilities as of the beginning of that year with the offsetting
        adjustment recorded to the opening balance of retained earnings. Additionally,
        the use of the cumulative effect transition method requires detailed disclosure
        of the nature and amount of each individual error being corrected through
        the
        cumulative adjustment and how and when it arose. The Company does not anticipate
        that SAB 108 will have a material impact on its financial
        statements.
 
 ITEM
                  7.
              FINANCIAL
                  STATEMENTS
  TELIPHONE
          CORP.
 (FORMERLY
          OSK CAPITAL II CORPORATION)
 CONSOLIDATED
          FINANCIAL STATEMENTS
 FOR
          THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
 
  INDEX
          TO CONSOLIDATED FINANCIAL STATEMENTS
 
 PagesReport
                    of Independent Registered Public Accounting Firm
                F-1Consolidated
                    Balance Sheet as of September 30, 2007
                F-2Consolidated
                    Statements of Operations and Comprehensive Income (Loss) for
                    the Years
                    Ended  September 30, 2007 and 2006
                F-3Consolidated
                    Statement of Changes in Stockholders’ Deficit for the Years Ended
                    September 30, 2007 and 2006
                F-4Consolidated
                    Statements of Cash Flows for the Years Ended September 30, 2007
                    and
                    2006
                F-5Notes
                    to Consolidated Financial Statements
                F-6
                    to F-27
  39
  REPORT
            OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board
            of
            Directors
 Teliphone
            Corp.
 (formerly
            OSK Capital II Corporation)
 Montreal,
            Quebec CANADA
 
 I
              have
              audited the accompanying consolidated balance sheet of Teliphone Corp.
              (formerly
              OSK Capital II Corporation) (the “Company”) as of September 30, 2007 and the
              related consolidated statements of operations and comprehensive income
              (loss),
              changes in stockholders’ (deficit), and cash flows for the years ended September
              30, 2007 and 2006. These consolidated financial statements are the
              responsibility of the Company’s management.  My responsibility is to
              express an opinion on these consolidated financial statements based
              on my
              audits.
 
 I
              conducted my audits in accordance with standards of the Public Company
              Accounting Oversight Board (United States).  Those standards require
              that I plan and perform the audits to obtain reasonable assurance about
              whether
              the consolidated financial statements are free of material
              misstatement.  I was not engaged to perform an audit of the Company’s
              internal control over financial reporting.  My audits included
              consideration of internal control over financial reporting as a basis
              for
              designing audit procedures that are appropriate in the circumstances,
              but not
              for the purpose of expressing an opinion on the effectiveness of the
              Company’s
              internal control over financial reporting.  Accordingly, I express no
              such opinion.  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.  I believe
              that my audits provide a reasonable basis for my opinion.
 
 In
              my
              opinion, the consolidated financial statements referred to above present
              fairly,
              in all material respects, the consolidated financial position of Teliphone
              Corp.
              (formerly OSK Capital II Corporation) as of September 30, 2007, and
              the results
              of its consolidated statements of operations and comprehensive income
              (loss),
              changes in stockholders’ (deficit), and cash flows for the years ended September
              30, 2007 and 2006 in conformity with U.S. generally accepted accounting
              principles.
 
 The
              accompanying consolidated financial statements have been prepared assuming
              that
              the Company will continue as a going concern.   As discussed in
              Note 1 to the consolidated financial statements, the Company has sustained
              operating losses and capital deficits that raise substantial doubt
              about its
              ability to continue as a going concern.  Management’s plans in regard
              to these matters are also described in Note 1.  The consolidated
              financial statements do not include any adjustments that might result
              from the
              outcome of this uncertainty.
 /s/
            Michael Pollack CPA
 Cherry
            Hill, NJ
 December
            20, 2007
  F-1
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                BALANCE SHEET
 SEPTEMBER
                30, 2007
   ASSETSUS
                          $Current
                          Assets:Cash
                          and cash
                          equivalents
                      
                      $
                      11,981Accounts
                          receivable,
                          net
                      
                      
                      58,522Investment
                          tax credit
                          receivable
                      
                      
                      16,311Inventory
                      
                      
                      6,100Prepaid
                          expenses and
                          other current assets
                      
                      
                      118,802Total
                          Current Assets
                      
                      
                      211,716Fixed
                          assets, net of
                          depreciation
                      
                      
                      63,248TOTAL
                          ASSETS
                      
                      $
                      274,964LIABILITIES
                          AND STOCKHOLDERS' (DEFICIT)LIABILITIESCurrent
                          Liabilities:Deferred
                          revenue
                      
                      $
                      20,015Related
                          party loans
                          and advances
                      
                      
                      640,795Accounts
                          payable and
                          accrued expenses
                      
                      
                      179,884Total
                          Current Liabilities
                      
                      
                      840,694Total
                          Liabilities
                      
                      
                      840,694Minority
                          interest
                      
                      
                      103,241STOCKHOLDERS'
                          (DEFICIT)Common
                          stock, $.001 Par
                          Value; 125,000,000 shares authorizedand
                          33,554,024 shares issued and outstanding
                      
                      
                      33,554Additional
                          paid-in
                          capital
                      
                      
                      898,156Accumulated
                          deficit
                      
                      
                      (1,565,404
                      )Accumulated
                          other
                          comprehensive income (loss)
                      
                      
                      (35,277
                      )Total
                          Stockholders' (Deficit)
                      
                      
                      (668,971
                      )TOTAL
                          LIABILITIES AND
                          STOCKHOLDERS' (DEFICIT)
                      
                      $
                      274,964
   The
              accompanying notes are an integral part of the consolidated financial
              statements.
  F-2
  TELIPHONE
                  CORP.
 (FORMERLY
                  OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                  STATEMENTS OF OPERATIONS AND
 COMPREHENSIVE
                  INCOME (LOSS)
 FOR
                  THE YEARS ENDED SEPTEMBER SEPTEMBER
                  30, 2007 AND 2006
   US$2007
                      
                      
                      2006OPERATING
                          REVENUESRevenues
                      
                      $
                      673,278
                      
                      
                      $
                      440,804COST
                          OF
                          REVENUESInventory,
                          beginning
                          of period
                      
                      
                      11,034
                      
                      
                      
                      32,468Purchases
                          and cost of
                          VoIP services
                      
                      
                      474,684
                      
                      
                      
                      433,278Inventory,
                          end of
                          period
                      
                      
                      (6,100
                      )
                      
                      
                      (11,034
                      )Total
                          Cost of Revenues
                      
                      
                      479,618
                      
                      
                      
                      454,712GROSS
                          INCOME
                          (LOSS)
                      
                      
                      193,660
                      
                      
                      
                      (13,908
                      )OPERATING
                          EXPENSESSelling
                          and
                          promotion
                      
                      
                      11,835
                      
                      
                      
                      16,960Administrative
                          wages
                      
                      
                      55,220
                      
                      
                      
                      31,250Research
                          and
                          development wages
                      
                      
                      82,831
                      
                      
                      
                      120,531Professional
                          and
                          consulting fees
                      
                      
                      53,838
                      
                      
                      
                      278,429Other
                          general
                          and administrative expenses
                      
                      
                      41,367
                      
                      
                      
                      146,026Depreciation
                      
                      
                      66,626
                      
                      
                      
                      62,664Total
                          Operating Expenses
                      
                      
                      311,717
                      
                      
                      
                      655,860LOSS
                          BEFORE OTHER INCOME
                          (EXPENSE)
                      
                      
                      (118,057
                      )
                      
                      
                      (669,768
                      )OTHER
                          INCOME
                          (EXPENSE)Loss
                          on disposal
                          of fixed assets
                      
                      
                      -
                      
                      
                      
                      (1,654
                      )Interest
                          expense
                      
                      
                      (59,008
                      )
                      
                      
                      (22,436
                      )Total
                          Other Income (Expense)
                      
                      
                      (59,008
                      )
                      
                      
                      (24,090
                      )NET
                          LOSS BEFORE MINORITY INTEREST
                          ANDPROVISION
                          FOR INCOME
                          TAXES
                      
                      
                      (177,065
                      )
                      
                      
                      (693,858
                      )Minority
                          interest
                      
                      
                      26,439
                      
                      
                      
                      25,484NET
                          LOSS BEFORE PROVISION FOR
                          INCOME TAXES
                      
                      
                      (150,626
                      )
                      
                      
                      (668,374
                      )Provision
                          for Income
                          Taxes
                      
                      
                      -
                      
                      
                      
                      -NET
                          LOSS APPLICABLE TO COMMON
                          SHARES
                      
                      $
                      (150,626
                      )
                      
                      $
                      (668,374
                      )NET
                          LOSS PER BASIC AND DILUTED
                          SHARES
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.02
                      )WEIGHTED
                          AVERAGE NUMBER OF
                          COMMONSHARES
                          OUTSTANDING
                      
                      
                      33,418,362
                      
                      
                      
                      31,287,254COMPREHENSIVE
                          INCOME
                          (LOSS)Net
                          loss
                      
                      $
                      (150,626
                      )
                      
                      $
                      (668,374
                      )Other
                          comprehensive income (loss)Currency
                          translation adjustments
                      
                      
                      (14,433
                      )
                      
                      
                      (63,351
                      )Comprehensive
                          income
                          (loss)
                      
                      $
                      (165,059
                      )
                      
                      $
                      (731,725
                      )
   The
                accompanying notes are an integral part of the consolidated financial
                statements.
  F-3
 TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II
                CORPORATION) CONSOLIDATED
                  STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' (DEFICIT) FOR
                    THE YEARS ENDED SEPTEMBER 30, 2007
                    AND 2006
 US$AccumulatedAdditional
                      
                      
                      
                      
                      
                      OtherCommon
                          Stock
                      
                      
                      Paid-in
                      
                      
                      Accumulated
                      
                      
                      ComprehenisveShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      Income
                          (Loss)
                      
                      
                      TotalBalance
                          September 30,
                          2005
                      
                      
                      31,089,520
                      
                      
                      
                      31,090
                      
                      
                      $
                      288,290
                      
                      
                      $
                      (720,920
                      )
                      
                      $
                      42,507
                      
                      
                      $
                      (359,033
                      )Common
                          stock issued for
                          services
                      
                      
                      105,000
                      
                      
                      
                      105
                      
                      
                      
                      26,145
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      26,250Common
                          stock issued in conversion
                          of debt
                      
                      
                      1,699,323
                      
                      
                      
                      1,699
                      
                      
                      
                      419,381
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      421,080Net
                          loss for the
                          year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (693,858
                      )
                      
                      
                      (63,351
                      )
                      
                      
                      (757,209
                      )Balance
                          September 30,
                          2006
                      
                      
                      32,893,843
                      
                      
                      
                      32,894
                      
                      
                      $
                      733,816
                      
                      
                      $
                      (1,414,778
                      )
                      
                      $
                      (20,844
                      )
                      
                      $
                      (668,912
                      )Common
                          stock issued for
                          services
                      
                      
                      660,000
                      
                      
                      
                      660
                      
                      
                      
                      164,340
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      165,000Adjustment
                          of fractional
                          shares
                      
                      
                      181
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
                          loss for the
                          year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (150,626
                      )
                      
                      
                      (14,433
                      )
                      
                      
                      (165,059
                      )Balance
                          September 30,
                          2007
                      
                      
                      33,554,024
                      
                      
                      $
                      33,554
                      
                      
                      $
                      898,156
                      
                      
                      $
                      (1,565,404
                      )
                      
                      $
                      (35,277
                      )
                      
                      $
                      (668,971
                      )
   The
                accompanying notes are an integral part of the consolidated financial
                statements.
  F-4
 TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II
                CORPORATION) CONSOLIDATED
                  STATEMENTS OF CASH
                  FLOWS FOR
                    THE YEARS ENDED SEPTEMBER 30, 2007
                    AND 2006
 US$2007
                      
                      
                      2006CASH
                          FLOWS FROM OPERATING
                          ACTIVITIESNet
                          loss
                      
                      $
                      (150,626
                      )
                      
                      $
                      (668,374
                      )Adjustments
                          to
                          reconcile net loss to net cashused
                          in operating activities:Depreciation
                      
                      
                      66,626
                      
                      
                      
                      62,664Minority
                          interests
                      
                      
                      (26,439
                      )
                      
                      
                      (25,484
                      )Common
                          stock issued for services
                      
                      
                      -
                      
                      
                      
                      26,250Loss
                          on disposal of fixed assets
                      
                      
                      -
                      
                      
                      
                      1,654Provision
                          for bad debts
                      
                      
                      -
                      
                      
                      
                      (2,645
                      )Changes
                          in assets and
                          liabilities(Increase)
                          decrease in accounts receivable
                      
                      
                      (32,678
                      )
                      
                      
                      39,996Decrease
                          in investment tax credit receivable
                      
                      
                      5,582
                      
                      
                      
                      1,826Decrease
                          in inventory
                      
                      
                      5,612
                      
                      
                      
                      21,434Decrease
                          in prepaid expenses and other current assets
                      
                      
                      18,494
                      
                      
                      
                      21,705Increase
                          in deferred revenues
                      
                      
                      9,774
                      
                      
                      
                      8,290Increase
                          in liability for stock to be issued
                      
                      
                      -
                      
                      
                      
                      165,000Increase
                          in accounts payable andand
                          accrued expenses
                      
                      
                      12,868
                      
                      
                      
                      5,897Total
                          adjustments
                      
                      
                      59,839
                      
                      
                      
                      326,587Net
                          cash (used in) operating activities
                      
                      
                      (90,787
                      )
                      
                      
                      (341,787
                      )CASH
                          FLOWS FROM INVESTING
                          ACTIVITIESAcquisitions
                          of
                          fixed assets
                      
                      
                      (24,570
                      )
                      
                      
                      (855
                      )Net
                          cash (used in) investing activities
                      
                      
                      (24,570
                      )
                      
                      
                      (855
                      )CASH
                          FLOWS FROM FINANCING
                          ACTIVITESIncrease
                          (decrease) in bank overdraft
                      
                      
                      (7,710
                      )
                      
                      
                      523Proceeds
                          from loan payable - related parties, net
                      
                      
                      132,863
                      
                      
                      
                      408,224Net
                          cash provided by financing activities
                      
                      
                      125,153
                      
                      
                      
                      408,747Effect
                          of foreign
                          currencies
                      
                      
                      2,185
                      
                      
                      
                      (66,105
                      )NET
                          INCREASE
                          INCASH
                          AND
                          CASH EQUIVALENTS
                      
                      
                      11,981
                      
                      
                      
                      -CASH
                          AND CASH EQUIVALENTS
                          -BEGINNING
                          OF YEAR
                      
                      
                      -
                      
                      
                      
                      -CASH
                          AND CASH EQUIVALENTS - END OF
                          YEAR
                      
                      $
                      11,981
                      
                      
                      $
                      -CASH
                          PAID DURING THE YEAR
                          FOR:Interest
                          expense
                      
                      $
                      19,768
                      
                      
                      $
                      11,993SUPPLEMENTAL
                          NONCASH
                          INFORMATION:Conversion
                          of related party debt into shares of common stock
                      
                      $
                      -
                      
                      
                      $
                      421,080Prepaid
                          expenses for investment in Telephone, Inc., net
                      
                      $
                      -
                      
                      
                      $
                      124,363
   The
                accompanying notes are an integral part of the consolidated financial
                statements.
  F-5
 TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          1-
                      ORGANIZATION
                          AND BASIS
                          OF PRESENTATION
 
 Teilphone
                Corp. (formerly 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.  For this distribution channel, the
                Company typically pays a 25% commission to the distributor who shares
                this with
                the re-seller.
 
 In
                addition to the retail services provided, Teliphone Inc. also sells
                to
                wholesalers. Wholesalers typically receive approximately a 35% commission
                on
                such sales, however, the wholesaler re-bills these services to their
                customers
                and provide the necessary customer support to their customers directly.
                This
                sector has grown this year for the Company and the Company will look
                to add
                further distribution channels to other sectors of the world, commencing
                with
                India in fiscal year 2007.
 
 On
                August
                21, 2006, OSK Capital II Corporation formerly changed its name to
                Teliphone
                Corp.
 
 Going
                Concern
 
 As
                shown
                in the accompanying consolidated financial statements the Company
                has incurred
                recurring losses of $150,626 and $668,374 for the year ended September
                30, 2007
                and 2006, and has a working capital deficiency of $628,978 as of
                September 30,
                2007.  The Company has been searching for new distribution channels to
                wholesale their services to provide additional revenues to support
                their
                operations. In addition, the Company entered into a letter of intent
                with
                Intelco Communications that can save them operating costs in addition
                to
                providing support services; however, this has not had an impact on
                the current
                year operations.
  F-6
 
 TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
  NOTE
                            1-
                        ORGANIZATION
                            AND BASIS
                            OF PRESENTATION (CONTINUED)
 Going
                Concern(Continued)
 
 The
                Company successfully reduced approximately $400,000 of related party
                debt as
                this was converted into additional shares of the Company’s stock in August 2006.
                There is no guarantee that the Company will be able to raise additional
                capital
                or generate the increase in 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
                the Company’s subsidiary Teliphone Inc.’s ability to continue to expand its
                distribution points and leveraging its technology into the commercial
                small
                business segments. The Company’s subsidiary Teliphone Inc.’s strategic
                relationships with telecommunications interconnection companies,
                internet
                service providers and retail sales outlets has permitted the Company
                to achieve
                consistent monthly growth in acquisition of new customers. Additionally,
                the
                Company sold approximately 25% of its subsidiary Teliphone Inc. to
                the parent
                company of Intelco Communications which will bring further opportunity
                and
                working capital to the Company.
 
 The
                Company will look to further develop its existing relationship with
                its
                wholesaler in India in order to take advantage of the strong growth
                in demand
                for its VoIP products worldwide.
 
 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
                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.
  F-7
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES
 
 Principles
                of
                Consolidation
 
 The
                consolidated financial statements include the accounts of the Company
                and its
                majority owned subsidiaries. All significant intercompany accounts
                and
                transactions have been eliminated in consolidation. All minority
                interests have
                been reflected herein.
 
 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.
  F-8
 
 TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Fair
                Value of Financial
                Instruments (other than Derivative Financial Instruments)
 
 The
                carrying amounts reported in the consolidated balance sheet for cash
                and cash
                equivalents, accounts receivable 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.
 
 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 years ended September 30, 2007 and 2006, the
                Company
                recorded approximately ($14,433) and ($63,351) 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
 
 Operating
                revenues consists of telephony services revenue and customer equipment
                (which
                enables the Company's telephony services) and shipping revenue. The
                point in
                time at which revenue is recognized is determined in accordance with
                Staff
                Accounting Bulletin No. 104, Revenue Recognition, and Emerging Issues
                Task Force
                Consensus No. 01-9, Accounting for Consideration Given by a Vendor
                to a Customer
                (Including a Reseller of the Vendor's Products) ("EITF No. 01-9"),
                EITF Issue
                00-21, "Revenue Arrangements with Multiple Deliverables", and EITF
                Issue No.
                00-14, “Accounting for Certain Sales Incentives”. When the Company emerged from
                the development stage with the acquisition of Teliphone Inc. they
                began to
                recognize revenue from their VoIP Telephony services when the services
                were
                rendered and customer equipment purchased as follows:
  F-9
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Revenue
                Recognition
                (Continued)
 
 VoIP
                Telephony Services
                Revenue
 
 The
                Company realizes VoIP telephony services revenue through sales by
                two distinct
                channels; the Retail Channel (Customer purchases their hardware from
                a Retail
                Distributor and the Company invoices the customer direct) and the
                Wholesale
                Channel (Customer purchases their hardware from the Wholesaler and
                the Company
                invoices the Wholesaler for usage by the Wholesaler’s customers
                collectively).
 
 Substantially
                all of the Company's operating revenues are telephony services revenue,
                which is
                derived primarily from monthly subscription fees that customers are
                charged
                under the Company's service plans. The Company also derives telephony
                services
                revenue from per minute fees for international calls and for any
                calling minutes
                in excess of a customer's monthly plan limits.
 
 Retail
                Channel
 
 Monthly
                subscription fees are automatically charged to customers' credit
                cards in
                advance and are recognized over the following month when services
                are
                provided.
 
 Revenue
                generated from international calls and from customers exceeding allocated
                call
                minutes under limited minute plans is charged to the customer’s credit cards in
                advanced in small increments and are recognized over the following
                month when
                the services are provided.
 
 The
                Company generates revenues from shipping equipment direct to customers
                and our
                re-seller partners.  This revenue is considered part of the VoIP
                service revenues.
 
 The
                Company does not charge initial activation fees associated with the
                service
                contracts in the Retail Channel.  The Company generates revenues from
                disconnect fees associated with early termination of service contracts
                with
                Retail Customers. These fees are included in service revenue as they
                are
                considered part of the service component when the service is delivered
                or
                performed.
 
 Prior
                to
                March 31, 2007 the Company generally charged a disconnect fee to
                Retail
                customers who did not return their customer equipment to the Company
                upon
                disconnection of service if the disconnection occurred within the
                term of the
                service contract. On April 1, 2007, the Company changed its disconnect
                policy.
                Upon cancellation of the service, no disconnection fee is charged
                and there is
                no refund issued to the customer for any portion of the unused services
                as
                before.  The customer’s service termination date becomes the next
                anniversary date of its billing cycle.
  F-10
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Revenue
                Recognition(Continued)
  This
                accounting is consistent with the rules set forth in SAB 104 Section
                A(4)(a)
                since there are no rights of returns or refunds that exist for the
                customer
                other than a standard 30-day money-back guarantee.  In the event of a
                return within the 30 day guarantee period, the hardware is refunded
                in its
                entirety.  This accounting is also consistent with FASB Statement 48
                on “Revenue Recognition When Right of Return Exists” which allows for equipment
                revenue to be recognized at the time of sale since there no longer
                exists a
                right of return after the 30 day period.
 
 Wholesale
                Channel
 
 Monthly
                subscription fees are invoiced to Wholesale customers at the end
                of the month
                for the entirety of the services delivered during the month.  Revenue
                for this period is therefore recognized at the time the Wholesaler
                is
                billed.
  The
                Company recognizes this revenue utilizing the guidance set forth
                in EITF Issue
                00-21, "Revenue Arrangements with Multiple Deliverables".  For the
                Wholesale channel, the activation fee is recognized as deferred revenue,
                and
                amortized over the length of the service agreement. If the service
                is terminated
                within the term of the service agreement, the deferred revenue is
                fully
                amortized.  This accounting is consistent with Question 1 of Section
                A(3)(f) of SAB 104 because the up-front fee is not in exchange for
                products
                delivered or services performed that represent the culmination of
                a separate
                earnings process, and hence the deferral of revenue is appropriate.
  There
                is
                no disconnection fee associated with a wholesale customer.
  The
                Company generates revenues from shipping equipment direct to wholesale
                customers.  This revenue is considered part of the VoIP service
                revenues.
 
 Customer
                Equipment
 
 Retail
                Channel
 
 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 retailer.  The Company
                recognizes this revenue utilizing the guidance set forth in EITF
                00-21, “Revenue
                Arrangements with Multiple Deliverables” and EITF Issue 01-9, “Accounting for
                Consideration Given by a Vendor to a Customer (Including a Reseller
                of the
                Vendor’s Products)”.
  F-11
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
  
 NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Revenue
                Recognition(Continued)
 
 Under
                a
                retail agreement, the cost of the equipment is recognized as deferred
                revenue,
                and amortized over the length of the service agreement. Upon refund,
                the
                deferred revenue is fully amortized.
 
 Customer
                equipment expense is recorded to direct cost of goods sold when the
                hardware is
                initially purchased from our suppliers.
 
 The
                Company also provides rebates to retail customers who purchase their
                customer
                equipment from retailers and satisfy minimum service period
                requirements.   This minimum service period (e.g. three months)
                differs from the length of  the service agreement (e.g. twelve
                months).  These rebates are recorded as a reduction of service revenue
                over the minimum service period based upon the actual rebate coupons
                received
                from customers and whose accounts are in good standing.  The Company
                records a contingent liability to represent the amount of the refund
                obligation
                through earnings on a systematic basis.
 
 Wholesale
                Channel
 
 For
                wholesale customers, the equipment is sold to wholesalers at the
                Company’s cost
                price plus mark-up.  There are no rebates for equipment sold to
                wholesale customers and the Company does not subsidize their equipment
                sales.  The Company recognizes revenue from sales of equipment to
                wholesale customers as billed.
 
 Commissions
                Paid to Retail
                Distributors
  Commissions
                paid to Retail Distributors are based on the recurring revenues recorded
                by the
                company and incurred in the period where the revenue is recognized
                and paid by
                the company to the retail Distributor in the following month.  These
                commissions are recorded as cost of sales as they are directly related
                to the
                revenue acquired and are not considered a sales and marketing
                expense.  These commissions are payable based on the Distributor’s
                servicing of the customer on an on-going basis.  This accounting is
                consistent with EITF Issue No. 00-14, “Accounting for Certain Sales
                Incentives.”
  F-12
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Revenue
                Recognition(Continued)
 
 Commissions
                Paid to
                Wholesalers
 
 The
                Company recognizes this revenue utilizing the guidance set forth
                in EITF Issue
                01-9 “Accounting for Consideration Given by a Vendor to a Customer (Including
                a
                Reseller of the Vendor’s Products)”.  The Company is receiving
                identifiable benefits from the Wholesaler (billing and customer support)
                in
                return for the allowance.  These benefits are sufficiently separable
                from the Wholesaler’s purchase of the Company’s hardware and
                services.  The fair value of those benefits can be reasonably
                estimated and therefore the excess consideration is characterized
                as a reduction
                of revenue on the Company’s Statement of Operations.
 
 Accounts
                Receivable
 
 The
                Company conducts business and extends credit based on an evaluation
                of the
                customers’ financial condition, generally without requiring
                collateral.
 
 Exposure
                to losses on receivables is expected to vary by customer due to the
                financial
                condition of each customer. The Company monitors exposure to credit
                losses and
                maintains allowances for anticipated losses considered necessary
                under the
                circumstances. The Company has an allowance for doubtful accounts
                of $0 at
                September 30, 2007.
 
 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.
  F-13
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 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
                $16,311 in investment tax credits as of September 30, 2007.
 
 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.
 
 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.
 
 Advertising
                Costs
 
 The
                Company expenses the costs associated with advertising as
                incurred.  Advertising expenses for the years ended September 30, 2007
                and 2006 are included in general and administrative expenses in the
                consolidated
                statements of operations.
  F-14
 
 TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 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.
 
 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 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.
  F-15
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 The
                following is a reconciliation of the computation for basic and diluted
                EPS:
 
 September
                            30,
                        
                        
                        September
                            30,2007
                        
                        
                        2006Net
                            loss
                        
                        $
                        (150,626
                        )
                        
                        $
                        (668,374
                        )Weighted-average
                            common
                            sharesOutstanding
                            (Basic)
                        
                        
                        33,418,362
                        
                        
                        
                        31,287,254Weighted-average
                            common
                            stockEquivalentsStock
                            options
                        
                        
                        -
                        
                        
                        
                        -Warrants
                        
                        
                        -
                        
                        
                        
                        -Weighted-average
                            common
                            sharesOutstanding
                            (Diluted)
                        
                        
                        33,418,362
                        
                        
                        
                        31,287,254
 
 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
 
 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.  The Company has adopted the
                provisions of SFAS 123R for its fiscal year ended September 30, 2006.
                The
                adoption of this principle had no effect on the Company’s
                operations.
  F-16
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Stock-Based
                Compensation (Continued)
 
 On
                January 1, 2006, the Company adopted the provisions of FAS No. 123R
“Share-Based
                Payment” (“FAS 123R”) which requires recognition of stock-based compensation
                expense for all share-based payments based on fair value. Prior to
                January 1,
                2006, the Company measured compensation expense for all of its share-based
                compensation using the intrinsic value method prescribed by Accounting
                Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to
                Employees” (“APB 25”) and related interpretations. The Company has provided pro
                forma disclosure amounts in accordance with FAS No. 148, “Accounting for
                Stock-Based Compensation – Transition and Disclosure – an amendment of FASB
                Statement No. 123” (“FAS 148”), as if the fair value method defined by FAS No.
                123, “Accounting for Stock Based Compensation” (“FAS 123”) had been applied to
                its stock-based compensation.
 
 The
                Company has elected to use the modified–prospective approach method. Under that
                transition method, the calculated expense in 2006 is equivalent to
                compensation
                expense for all awards granted prior to, but not yet vested as of
                January 1,
                2006, based on the grant-date fair values estimated in accordance
                with the
                original provisions of FAS 123. Stock-based compensation expense
                for all awards
                granted after January 1, 2006 is based on the grant-date fair values
                estimated
                in accordance with the provisions of FAS 123R. The Company recognizes
                these
                compensation costs, net of an estimated forfeiture rate, on a pro
                rata basis
                over the requisite service period of each vesting tranche of each
                award. The
                Company considers voluntary termination behavior as well as trends
                of actual
                option forfeitures when estimating the forfeiture rate.
 
 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.
  F-17
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 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.
 
 Reclassifications
 
 The
                Company has reclassified certain amounts in their consolidated statement
                of
                operations for the years ended September 30, 2006 to conform with
                the September
                30, 2007 presentation. These reclassifications had no effect on the
                net loss for
                the year ended September 30, 2006.
 
 Recent
                Accounting
                Pronouncements
 
 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
                has
                determined that SFAS 155 will not have a material impact on its consolidated
                financial statements.
  F-18
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Recent
                Accounting
                Pronouncements (Continued)
 
 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 had restated its consolidated
                financial statements in the past due to a correction of an error.
                There have
                been no restatements in the past two years included in these consolidated
                financial statements.
 
 In
                September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
                standard defines fair value, establishes a framework for measuring
                fair value in
                generally accepted accounting principles, and expands disclosure
                about fair
                value measurements. This statement is effective for financial statements
                issued
                for fiscal years beginning after November 15, 2007. Early adoption
                is
                encouraged. The adoption of SFAS 157 is not expected to have a material
                impact
                on the consolidated financial statements.
  In
                September 2006, the FASB issued SFAS 158, “Employers’ Accounting for Defined
                Benefit Pension and Other Postretirement Plans, an amendment of FASB
                Statements
                87, 88, 106 and 132(R)” (“SFAS 158”). SFAS 158 requires an employer to recognize
                the over-funded or under-funded status of a defined benefit postretirement
                plan
                (other than a multiemployer plan) as an asset or liability in its
                statement of
                financial position and to recognize changes in that funded status
                in the year in
                which the changes occur through comprehensive income. SFAS 158 also
                requires the measurement of defined benefit plan assets and obligations
                as of
                the date of the employer’s fiscal year-end statement of financial position (with
                limited exceptions). Management does not expect adoption of SFAS
                158 to have a
                material impact on the Company’s consolidated financial statements.
 
 In
                February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
                Assets and Financial Liabilities – Including an amendment of FASB Statement No.
                115”, (“FAS 159”) which permits entities to choose to measure many financial
                instruments and certain other items at fair value at specified election
                dates. A
                business entity is required to report unrealized gains and losses
                on items for
                which the fair value option has been elected in earnings at each
                subsequent
                reporting date. This statement is expected to expand the use of fair
                value
                measurement. FAS 159 is effective for financial statements issued
                for fiscal
                years beginning after November 15, 2007, and interim periods within
                those fiscal
                years.
  F-19
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          2-
                      SUMMARY
                          OF SIGNIFICANT
                          ACCOUNTING POLICIES(CONTINUED)
 
 Recent
                Accounting
                Pronouncements (Continued)
 
 In
                July
                2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for
                Uncertainty in Income Taxes.” This interpretation requires recognition and
                measurement of uncertain income tax positions using a “more-likely-than-not”
approach. FIN No. 48 is effective for fiscal years beginning after
                December 15,
                2006. Management is still evaluating what effect this will have on
                the Company’s
                consolidated financial statements.
 
 In
                September 2006, the United States Securities and Exchange Commission
                (“SEC”)
                issued SAB 108, “Considering the Effects of Prior Year Misstatements when
                Quantifying Misstatements in Current Year Financial Statements.”
 
 This
                SAB
                provides guidance on the consideration of the effects of prior year
                misstatements in quantifying current year misstatements for the purpose
                of a
                materiality assessment. SAB 108 establishes an approach that requires
                quantification of financial statement errors based on the effects
                of each of the
                company’s financial statements and the related financial statement disclosures.
                SAB 108 permits existing public companies to record the cumulative
                effect of
                initially applying this approach in the first year ending after November
                15,
                2006 by recording the necessary correcting adjustments to the carrying
                values of
                assets and liabilities as of the beginning of that year with the
                offsetting
                adjustment recorded to the opening balance of retained earnings.
                Additionally,
                the use of the cumulative effect transition method requires detailed
                disclosure
                of the nature and amount of each individual error being corrected
                through the
                cumulative adjustment and how and when it arose. The Company does
                not anticipate
                that SAB 108 will have a material impact on its consolidated financial
                statements.
 
 NOTE
                          3-
                      FIXED
                          ASSETS
 
 Fixed
                assets as of September 30, 2007 were as follows:
 
 Estimated
                          UsefulLives
                          (Years)Furniture
                          and fixtures
                      
                      
                      5
                      
                      
                      $
                      1,329Computer
                          equipment
                      
                      
                      3
                      
                      
                      
                      209,398Vehicles
                      
                      
                      5
                      
                      
                      
                      25,071235,798Less:
                          accumulated depreciation
                      
                      
                      
                      
                      
                      
                      172,550Property
                          and equipment, net
                      
                      
                      
                      
                      
                      $
                      63,248
  F-20
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          3-
                      FIXED
                          ASSETS
                          (CONTINUED)
 
 There
                was
                $66,626 and $62,664 charged to operations for depreciation expense
                for the years
                ended September 30, 2007 and 2006, respectively.
 
 The
                Company had acquired assets of a now related entity in April 2005,
                United
                American Corporation (UAC).  UAC was the founder of Teliphone Inc.,
                the Company’s majority-owend subsidiary.  This equipment was part of
                the initial investment made by UAC in Teliphone Inc.  These assets,
                included in fixed assets amounted to $104,500.
 
 NOTE
                          4-
                      RELATED
                          PARTY
                          LOANS
 
 On
                August
                1, 2006, the Company converted $421,080 of the $721,080 of its loans
                with United
                American Corporation, a related party through common ownership, and
                majority
                shareholder of the Company prior to United American Corporation’s stock dividend
                that took place effective October 30, 2006 into 1,699,323 shares
                of the
                Company’s common stock. In December 2006, the Company issued a resolution
                to
                issue the remaining 171 fractional shares related to United American
                Corporation’s spin-off of the corporation and pro-rata distribution of United
                American Corporation’s holding of the Company’s common stock to its
                shareholders. Those shares were issued prior to December 31, 2006
                and
                distributed to shareholders.  The $300,000 remaining on the loan has
                become interest bearing at 12% per annum on August 1, 2006, payable
                monthly with
                a maturity date of August 1, 2009. Interest on this loan for the
                years ended
                September 30, 2007 was $36,000 on this loan. Accrued interest on
                this loan as of
                September, 2007 is $42,000.
 
 In
                addition, there are approximately $156,411 of non-interest bearing
                advances that
                were incurred from August 2006 from United American Corporation.
                These advances
                were provided for cash flow purposes for the Company to sustain its
                operations.
  F-21
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          4-
                      RELATED
                          PARTY
                          LOANS (CONTINUED)
 
 The
                Company has also been advanced various amounts from related parties
                whom are
                either officers, shareholders or entities under control by an officer
                or
                shareholder. These amounts bear interest at interest rates ranging
                between 5%
                and 7% per annum as follows:
 
 As
                of
                September 30, 2007, the Company has $35,320 including accrued interest
                outstanding with an officer. The Company has recorded interest expense
                of
                approximately $678 for the year ended September 30, 2007. There were
                no amounts
                outstanding during the year ended September 30, 2006. As the amount
                is due on
                demand, the Company has classified the loan as a current liability.
 
 As
                of
                September 30, 2007, the Company has $140,009 including accrued interest
                outstanding with shareholders. Interest expense for the years ended
                September
                30, 2007 and 2006 were approximately $1,363 and $1,100, respectively.
                As the
                amounts are due on demand, the Company has classified them as current
                liabilities.
 
 As
                of
                September 30, 2007, the Company has $9,055 including accrued interest
                outstanding with a company controlled by an officer of the Company.
                The Company
                has recorded interest expense of approximately $1,371 for the years
                ended
                September 30, 2007.   There were no amounts outstanding during
                the year ended September 30, 2006. As the amounts are due on demand,
                the Company
                has classified them as current liabilities.
  F-22
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
  NOTE
                          5-
                      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 is
                $.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 the 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.
 
 NOTE
                          6-
                      COMMITMENTS
 
 The
                Company’s subsidiary Teliphone Inc. has entered into a distribution agreement
                with one of its distributors in March 2006 for a period of five-years.
                The
                distribution agreement stipulates that the Company must pay up to
                25%
                commissions on all new business generated by the distributor. This
                distributor
                controls the areas of Quebec and Ontario in Canada. The agreement
                does not
                stipulate any minimum commissions due the distributor, only that
                the distributor
                is paid monthly on its business generated. The Company is current
                with its
                commissions to the distributor.
  F-23
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          6-
                      COMMITMENTS(CONTINUED)
 
 On
                August
                23, 2005, The Company’s subsidiary 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, 2007. Podar’s distribution channel has
                begun to bring revenues into the Company which are listed as VoIP
                service
                revenues.  As a result, commissions are being paid to Podar at rates
                of 25%.
 
 The
                Company’s subsidiary Teliphone, Inc. had entered into a lease agreement for
                its
                offices, which was to expire on July 31, 2010. The Company was to
                pay
                approximately $50,835 per year, however, on August 1, 2006, vacated
                the premises
                of the office for which the rent was due. The Company on September
                30, 2006
                entered into a Termination Agreement with the landlord to pay $11,522
                to satisfy
                all obligations under this lease agreement.  These amounts have all
                been paid.
 
 Currently,
                the corporate headquarters is leasing space with Intelco Communications,
                a
                minority owner of the Company’s subsidiary Teliphone, Inc. Rent for the first
                year as well as use of Intelco’s data center for Teliphone Inc.’s equipment, and
                use of Intelco’s broadband telephony network is provided to Teliphone Inc. in
                consideration for the 35 shares of the subsidiary Teliphone Inc.
                stock Intelco’s
                parent company 3901823 Canada, Inc. received. (See Note 7).
  F-24
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          7-
                      AGREEMENT
–
INTELCO
                          COMMUNICATIONS
 
 Teliphone
                Inc., a majority-owned subsidiary of the Company, 3901823 Canada
                Inc., the
                holding company of Intelco Communications (“3901823”), and Intelco
                Communications (“Intelco”)  entered into an agreement (the
“Agreement”) on July 14, 2006.  Pursuant to the terms of the
                Agreement, Teliphone Inc. agreed to issue 35 class A voting shares
                of its common
                stock representing 25.2% of Teliphone Inc.’s issued shares to 3901823 in
                exchange for office rent, use of Intelco’s data center for Teliphone Inc.’s
                equipment, and use of Intelco’s broadband telephony network valued at
                approximating $144,000 (CDN$) for the period August 1, 2006 through
                July 31,
                2007, a line of credit of $75,000 (CDN$), of which $25,000 (CDN$)
                was already
                drawn upon in July 2006 and repaid in December 2006.
 
 Teliphone
                Inc. also agreed to make available to the customers of Intelco certain
                proprietary software for broadband telephony use.  In lieu of
                receiving cash for the licensing of this software, Teliphone Inc.
                will apply $1
                per customer per month at a minimum of $5,000 per month.  Following a
                twelve month period, Intelco will receive additional shares of class
                A voting
                common stock of Teliphone Inc. for the difference in the value between
                $144,000
                and the total payments credited back to Teliphone Inc.  The maximum
                amount of additional shares that can be issued to Intelco after the
                twelve month
                period is an additional 8.34% of Teliphone Inc.’s issued and outstanding
                shares.  In the event that the total payments credited back to
                Teliphone Inc. exceeds $144,000, Intelco will not be entitled to
                the issuance of
                any additional shares of Teliphone Inc. common stock.
 
 Teliphone
                Inc. recognized a prepaid expense for the fair value of the shares
                issued to
                Intelco. The value of the prepaid expense was determined based on
                the estimated
                cost of the services that Teliphone Inc. is to receive under the
                Joint Venture
                Agreement entered into for a one-year period of time. The cost was
                estimated at
                $12,000 (CDN$) per month. Teliphone Inc. up through September 30,
                2007 has not
                used the $12,000 (CDN$) per month. As of September, 2007, the balance
                remaining
                in the prepaid expense for Intelco is $118,802 (US$).  Teliphone Inc.
                is currently negotiating with Intelco as to how the credit position
                is to be
                treated going forward.
  F-25
  TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          8-
                      STOCKHOLDERS’
                          DEFICIT
 
 Common
                Stock
 
 As
                of
                September 30, 2007, the Company has 125,000,000 shares of common
                stock
                authorized with a par value of $.001.
 
 The
                Company has 33,554,024 shares issued and outstanding as of September
                30,
                2007.
 
 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.
 
 On
                August
                31, 2005, the Company issued 663,520 shares of common stock in conversion
                of the
                Company’s convertible debentures in the amount of $331,760.
 
 On
                August
                22, 2006, the Company issued 1,699,323 shares of common stock to
                United American
                Corporation in conversion of related party debt in the amount of
                $421,080 (see
                Note 4). An additional 171 fractional shares were issued in December
                2006.
 
 On
                August
                22, 2006, the Company issued 105,000 shares of common stock for consulting
                services. These services have been valued at $0.25 per share, the
                price at which
                the Company’s offering will be. The value of $26,250 was reflected in the
                consolidated statement of operation for the year ended September
                30,
                2006.
 
 In
                December 2006, the Company issued 660,000 shares of common stock
                representing a
                value in the amount of $165,000, for consulting services that occurred
                during
                the year ended September 30, 2006. The Company recognized the expense
                in the
                year ended September 30, 2006 as the services were provided in this
                time frame.
                The Company used the $0.25 price for valuation purposes.
 
 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.
  F-26
 
 TELIPHONE
                CORP.
 (FORMERLY
                OSK CAPITAL II CORPORATION)
 CONSOLIDATED
                FINANCIAL STATEMENTS (CONTINUED)
 FOR
                THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
   NOTE
                          9-
                      PROVISION
                          FOR INCOME
                          TAXES (CONTINUED)
 
 At
                September 30, 2007, deferred tax assets consist of the
                following:
  Net
                            operating
                            losses
                        
                        $
                        532,237Valuation
                            allowance
                        
                        
                        (532,237
                        )$
                        -
 
 At
                September 30, 2007, the Company had a net operating loss carryforward
                in the
                approximate amount of $1,565,404, available to offset future taxable
                income
                through 2027.  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 years ended September
                30, 2007
                and 2006 is summarized as follows:
 
 2007
                      
                      
                      2006Federal
                          statutory rate
                      
                      
                      (34.0
                      )%
                      
                      
                      (34.0
                      )%State
                          income taxes, net of federal benefits
                      
                      
                      3.3
                      
                      
                      
                      3.3Valuation
                          allowance
                      
                      
                      30.7
                      
                      
                      
                      30.70
                      %
                      
                      
                      0
                      %
 
 NOTE
                          10-
                      SUBSEQUENT
                          EVENTS
 
 On
                November 15, 2007, a shareholder of the company provided a fixed
                term deposit of
                $45,000 with the Company’s bank in order to guarantee an equivalent value
                operating line of credit for use by the Company.  The Company is
                providing the shareholder an annual interest rate of 20%, paid by
                issuance of
                stock of the company on a quarterly basis until the deposit is
                returned.
 F-27
  ITEM
                    8.
                CHANGES
                    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                    DISCLOSURE
 None.
 
 ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
 
 Evaluation
        of Disclosure Controls and
        Procedures
  As
        of the
        end of the period covered by this report, 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 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 Chief
        Financial Officer have concluded that our disclosure controls and procedures
        as
        of March 31, 2007 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.  Management, however, has identified certain limitations
        in specific critical controls in their accounting systems which are increasingly
        resulting in lengthier time lapses required in order for the company to
        accurately disclose its financial statements.  In particular, these
        lengthier time lapses occur for the following reasons:
  ·
              Lack
                  of dedicated resources to track and keep records of supplier invoices
                  on a
                  daily basis·
              Lack
                  of dedicated resources to track and keep records of daily disbursements
                  against these invoices
 ·
              Surplus
                  accounting entries required to track intercompany expenses, post
                  spin-off
                  of the Company from its former parent company·
              Lack
                  of a dedicated resource person to oversee daily record
                  keeping
  Management
        will look to dedicate resources to these tasks in the coming months in order
        to
        accelerate the reporting of our financial statements.  This resource
        dedication will result in the Company incurring additional costs which will
        affect the Company’s profitability going forward.  The Company's
        management anticipates that these costs will be up to $50,000 per year in
        order
        to maintain compliance with timely financial reporting
        requirements.
  67
  Changes
        in Internal Controls
  There
        have been no 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 year ended September
        30, 2007. There have not been any significant changes in the Company’s critical
        accounting policies identified since the Company filed its Form 10-KSB as
        of
        September 30, 2007.
 
 ITEM
                  8B.
              OTHER
                  INFORMATION
 
 None.
 
 ITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS,
                  PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
                  THE
                  EXCHANGE ACT
 
 The
        directors and executive officers as of January 10, 2008 are as
        follows:
 
 NAME
              AGE
              SERVED
                  SINCE
              POSITIONS
                  WITH
                  COMPANYGeorge
                  Metrakos
              36
              April,
                  2005
              Director,
                  President, CEO, CFO
  All
        of
        our directors serve until their successors are elected and qualified by our
        shareholders, or until their earlier death, retirement, resignation or removal.
        The following is a brief description of the business experience of our executive
        officers, director and significant employees:
  Business
        Experience of Officers and the Director and Significant Employees
  GEORGE
        METRAKOS, Chairman of the Board, CEO, CFO and President
  Mr.
        Metrakos holds a Bachelor's of Engineering from Concordia University (Montreal,
        Canada) and a Master's of Business Administration (MBA) from the John Molson
        School of Business at Concordia University. Mr. Metrakos has specialized
        in
        numerous successful launches of new technologies for emerging marketplaces.
        He
        has worked with such organizations as Philips B.V. (The Netherlands), Dow
        Chemical company (USA), Hydro Quebec (Provincial Utility) and other
        entrepreneurial high-tech companies. During his founding role in his prior
        company, Mr. Metrakos was recognized as entrepreneur of the year in an angel
        financing competition within the Montreal business community awarded by the
        Montreal Chamber of Commerce youth wing. His previous company launched an
        advanced Demand Management software used by suppliers to Wal-Mart
        Stores.
 
 Employer's
                  name
              
              Beginning
                  and ending
                dates
                  of employment
              
              Positions
                  Held
              
              Brief
                  Description of
                Employer's
                  businessGeorge
                  Metrakos
              
              Teliphone
                  Inc.
              
              Sep
                  1, 2004 to present
              
              President
              
              Telecommunications
                  CompanyTeliphone
                  Corp.
              
              Apr
                  28, 2005 to present
              
              President,
                  CEO, CFO and Director
              
              Holding
                  CompanyUnited
                  American Corp.
              
              Nov
                  8, 2005 to present
              
              President,
                  CEO, CFO and Director
              
              Holding
                  CompanyMetratech
                  Retail Systems Inc.
              
              Mar
                  6, 2000 to Aug 31, 2004
              
              President
                  & Founder
              
              Supply
                  Chain Management Software
  68
  Director
        Independence
 
 The
        Company is requesting, post-effectiveness of its registration statement on
        form
        SB-2, to be listed on the OTCBB (Over-the-Counter-Bulletin-Board)
        exchange.  Since the OTCBB does not have its own rules for director
        independence, the Company has adopted the director independence definitions
        as
        proposed by the NASDAQ stock market.
 
 Mr.
        Metrakos is not an independent director of the Company since he is also an
        acting officer of the Company.
  Compensation
        of Directors
 
 Mr.
        Metrakos, Chairman of the Board and sole Director, is also the Company’s
        President, CEO and CFO.  Mr. Metrakos does not receive compensation as
        a Director.  Mr. Metrakos does receive compensation as on officer as
        disclosed in the “Executive Compensation” section of this
        prospectus.
 
 Compliance
        with Section 16(a) of the Exchange Act.
  Section
        16(a) of the Exchange Act requires our directors, executive officers and
        persons
        who own more than 10% of a required class of our equity securities, to file
        with
        the SEC initial reports of ownership and reports of changes in ownership
        of
        common stock and other equity securities of our company. Officers, directors
        and
        greater than 10% shareholders are required by SEC regulation to furnish us
        with
        copies of all Section 16(a) forms they file.
  As
        of
        January 10, 2008, the Company’s sole officer and director, George Metrakos (and
        Metratech Business Solutions Inc. of which he is the beneficial owner) has
        filed
        reports required under section 16(a).
  As
        of January 10, 2008, one of the Company's principal shareholders, 3874958
        Canada Inc., has filed reports required under section 16(a).
  Family
        Relationships
  There
        are
        no family relationships between any two or more of our directors or executive
        officers. There is no arrangement or understanding between any of our directors
        or executive officers and any other person pursuant to which any director
        or
        officer was or is to be selected as a director or officer, and there is no
        arrangement, plan or understanding as to whether non-management shareholders
        will exercise their voting rights to continue to elect the current board
        of
        directors. There are also no arrangements, agreements or understandings to
        our
        knowledge between non-management shareholders that may directly or indirectly
        participate in or influence the management of our affairs.
  Board
        Committees
  There
        are
        currently no Board Committees in place.
 
 ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
 
 The
        following table sets forth the information, on an accrual basis, with respect
        to
        the compensation of our executive officers for the three years ended September
        30, 2007.
  69
  Summary
        Compensation Table
  Name
                  andprincipalposition
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              Stock
                  awards
                ($)
              Option
                  awards
                ($)
              Nonequity
                incentive
                  plan
                compensation
                ($)
              Nonqualified
                deferred
                  compensation
                earnings
                ($)
              Allother
                compensation
                ($)
              
              Total
                ($)George
                  Metrakos
              2007
              
              $
              33,746
              
              
              
              
              
              
              
              
              $
              33,746CEO,
                  CFO, President &
              2006
              
              $
              52,501
              
              
              
              
              
              
              
              
              $
              52,501Chairman
              2005
              
              $
              48,000
              
              
              
              
              
              
              
              
              $
              48,000Robert
                  Cajolet
              2007
              
              
              
              
              
              
              
              
              
              
              
              $
              0Former
                  Director
              2006
              
              
              
              
              
              
              
              
              
              
              
              $
              0Resigned
                  Nov. 28, 2006
              2005
              
              
              
              
              
              
              
              
              
              
              
              $
              0
 
 Options
        and Stock Appreciation Rights Grant Table
 
 There
        were no grants of stock options to the Named Executive Officers during the
        fiscal year ended September 30, 2007.
 
 Aggregated
        Option Exercises and Fiscal Year-End Option Value Table
  We
        did
        not have any outstanding stock options or stock appreciation rights at end
        the
        fiscal year ended September 30, 2007.
 
 Long-Term
        Incentive Plan Awards Table
 
 We
        do not
        have any Long-Term Incentive Plans.
 
 Compensation
        of Directors
 
 During
        2007, we did not compensate any of our directors for their services as board
        members.
  Employment
        Agreements
  George
        Metrakos, Chairman, CEO, CFO, Principal Accounting Officer and
        President
  George
        Metrakos is compensated $33,746 annually by the Company's subsidiary Teliphone
        Inc. He does not currently receive any compensation from the Company. Effective
        April 28, 2005, he received 961,538 shares of restricted stock of the
        corporation when he exchanged his 3.9% ownership holdings of Teliphone Inc.
        which he held prior to the merger and re-organization. These shares are issued
        to Metratech Business Solutions Inc., a Canadian company wholly owned by
        George
        Metrakos. (His additional holdings of 77,260, also issued to Metratech Business
        Solutions Inc., were provided through his ownership position in United American
        Corporation, prior to United American Corporation's spin-off of the Company
        in
        October, 2006.)
  70
  Effective
        only once the common stock of the Company is trading over the counter, it
        has
        been agreed that George Metrakos will receive 75,000 options on a quarterly
        basis at a value equivalent to the last 22 trading days stock value. This
        stock
        option plan has not been formalized or disclosed as of the date of this filing.
        It is anticipated that George Metrakos' annual base salary will increase
        to
        $120,000 per year. This will be as a combination of salaries as President
        of the
        subsidiary Teliphone Inc. and as CEO, CFO, Principal Accounting Officer and
        Director of the Company.
  Robert
        Cajolet, former Chairman, CEO, CFO, Principal Accounting Officer and
        President
  Robert
        Cajolet resigned from the Board of Directors and as an officer of the Company
        on
        November 28, 2006.  Robert Cajolet holds 1,250,000 shares provided to
        him within Beverly Hills Trading Corp’s 2,000,000 share
        holdings.  Robert Cajolet was not compensated monetarily by the
        Company.
  ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN
                  BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
                  MATTERS.
 
 The
        following table sets forth certain information regarding beneficial ownership
        of
        the common stock as January 10, 2008, by (i) each person, entity or group
        that
        is known by the Company to own beneficially more than 5% of the any classes
        of
        outstanding Stock, (ii) each director of the Company, (iii) each of our named
        Executive Officers as defined in Item 402(a)(2) of Regulation S-B; and (iv)
        most
        highly compensated executive officers who earned in excess of $100,000 for
        all
        services in all capacities (collectively, the "Named Executive Officers")
        and
        (iv) all directors and executive officers of the Company as a
        group.
  The
        number and percentage of shares beneficially owned is determined in accordance
        with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not
        necessarily indicative of beneficial ownership for any other purpose. We
        believe
        that each individual or entity named has sole investment and voting power
        with
        respect to the securities indicated as beneficially owned by them, subject
        to
        community property laws, where applicable, except where otherwise noted.
        Unless
        otherwise stated, the address of each person is 4150 Ste- Catherine Street
        West,
        suite 200, Westmount (Montreal), Quebec, Canada H3Z 0A1.
  Name
              Title
                of
                Class
              
              Shares
                Beneficially
                Owned
                  (1)
              
              
              Percent
                Class
                  (1)George
                  Metrakos (2)
              Common
              
              
              1,988,798
              
              
              
              5.9
              %Officers
                  and DirectorsAs
                  a Group (1 Person)
              Common
              
              
              1,988,798
              
              
              
              5.9
              %3874958
                  Canada Inc. (3)
              Common
              
              
              12,560,451
              
              
              
              37.4
              %Officers,
                  Directors andCertain
                  Beneficial OwnersAs
                  a group (2 persons)
              Common
              
              
              14,549,249
              
              
              
              43.4
              %
  (1)
        Applicable percentage of ownership is based on 33,554,024 shares of fully
        diluted common stock effective January 10, 2008. Beneficial ownership is
        determined in accordance with the rules of the Securities and Exchange
        Commission and generally includes voting or investment power with respect
        to
        securities. Shares of common stock subject to options that are currently
        exercisable or exercisable within sixty days of January 10, 2008 are deemed
        to be beneficially owned by the person holding such options for the purpose
        of
        computing the percentage of ownership of such person, but are not treated
        as
        outstanding for the purpose of computing the percentage ownership of any
        other
        person.
  71
  (2)
        George Metrakos controls 1,988,798 shares of his stock through Metratech
        Business Solutions Inc of which he is the beneficial owner. 961,528 shares
        were
        received from the merger and re-organization of Teliphone Inc. and OSK Capital
        II Corp. in April 2005, 77,270 from his holdings of Untied American Corporation
        prior to United American Corporation's spin-off of the Company stock in October,
        2006 and the balance of 950,000 shares received in a private shareholder
        exchange between himself and 3874958 Canada Inc. in December, 2007.
   (3)
        3874958 Canada Inc. is owned by "Fiducie Familiale MAA" (MAA Family Trust),
        controlled by Ann Marie Poudrier.
  Changes
        in Control
  We
        are
        not aware of any arrangements, which may result in a change in control of
        the
        Company.
 
 ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
 
 We
        believe that all prior related party transactions have been entered into
        upon
        terms no less favorable to us than those that could be obtained from
        unaffiliated third parties. Our reasonable belief of fair value is based
        upon
        proximate similar transactions with third parties or attempts to obtain the
        consideration from third parties.
 
 ITEM
                  13.
              EXHIBITS
 
 Exhibit
                Number
              Description2.1*
              Agreement
                  and Plan of Merger by and among Teliphone Inc. and OSK II Acquisition
                  Corp. and OSK Capital II Corp.2.2*
              Letter
                  agreement between OSK Capital II Corp. and Teliphone Inc., dated
                  April 25,
                  20053.1*
              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).14.1*
              Code
                  of Ethics (incorporated by reference from the Annual Report on
                  Form 10-KSB
                  filed with the Securities and Exchange Commission on February 27,
                  2006).10.1.*
              Distribution
                  agreement made and entered into in the city of Montreal, province
                  of
                  Quebec with an effective date of March 1, 2006 by and between Teliphone
                  Inc., and 9164-4898 Quebec Inc.10.2.*
              Form
                  of general conditions for use of the Company's telecommunications
                  products
                  and services.10.3.*
              Letter
                  of Intent for a Joint Venture Agreement between Teliphone Inc.
                  and Intelco
                  Communication Inc., dated July 14, 2006.10.4.*
              Customer
                  and Asset acquisition and software licensing agreement made and
                  entered
                  into in the city of Montreal, province of Quebec with an effective
                  date of
                  March 1, 2006 by and between Teliphone, Inc., Iphonia Inc., Telicom
                  Inc.
                  and United American Corporation.
  72
  10.5*
              Agreement
                  between Teliphone Inc. and Northern Communications Services
                  Inc.10.6*
              Extension
                  agreement between Teliphone Inc. and Podar Infotech
                  Limited.10.7*
              Agreement
                  between Teliphone Inc. and Podar Infotech Limited, dated April
                  28,
                  2005.10.8*
              Form
                  of IP Port Service agreement, RNK Telecom.10.9*
              Master
                  Services Agreement between Teliphone Inc. and Rogers Telecom
                  Inc.10.10*
              Cash
                  Advance agreement between related companies 3894517 Canada Inc.
                  and
                  Teliphone Inc. made and entered into in the city of Montreal, province
                  of
                  Quebec with an effective date of August 27, 2004 by and between
                  Teliphone
                  Inc., 3894517 Canada Inc., OSK Capital II Corp., and United American
                  Corp.10.11*
              Wholesale
                  agreement made and entered into in the city of Montreal, province
                  of
                  Quebec by and between Teliphone Inc. and 951-4877 Quebec
                  Inc.10.12*
              Co-Location
                  and Bandwidth Services Agreement, Peer 1 Network10.12-A*
              Co-Location
                  and Bandwidth Services Agreement, Peer 1 Network, executed
                  copy
 10.13*
              Linksys
                  Service Provider or SP Reseller Authorization Agreement -
                  Americas10.14*
              Amendment
                  to agreement with BR Communications
 21.**
              Subsidiaries23.2**
              Consent
                  of Independent Registered Public Accounting Firm (Michael Pollack
                  CPA)
 31.1**
              CERTIFICATION
                  OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13A-14 AND 15D-14
                  OF THE
                  SECURITIES EXCHANGE ACT OF 193431.2**
              CERTIFICATION
                  OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13A-14 AND 15D-14
                  OF THE
                  SECURITIES EXCHANGE ACT OF 193432.1**
              CERTIFICATION
                  PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
                  906 OF
                  THE SARBANES-OXLEY ACT OF 200232.2**
              CERTIFICATION
                  PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
                  906 OF
                  THE SARBANES-OXLEY ACT OF 200299.1*
              Form
                  of Subscription Agreement (incorporated by reference from Registration
                  Statement on Form SB-2/A filed with the Securities and Exchange
                  Commission
                  on July 10, 2007).
 *
        Previously filed
 **
        Filed
        herewith
  73
 
 ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND
                  SERVICES
 
 Year
        ended
        2007:
 
 Audit
        Fees: The aggregate fees, including expenses, billed by the Company's principal
        accountant in connection with the audit of our consolidated financial statements
        for the most recent fiscal year and for the review of our financial information
        included in our Annual Report on Form 10-KSB; and our quarterly reports on
        Form
        10-QSB during the fiscal year ending September 30, 2007 was
        $31,500.
 
 Audit
        Related Fees: The aggregate fees, including expenses, billed by the Company's
        principal accountant for services reasonably related to the audit for the
        year
        ended September 30, 2007 were $0.00.
 
 All
        Other
        Fees: The aggregate fees, including expenses, billed for all other services
        rendered to the Company by its principal accountant during year ended September
        30, 2007 was $0.
 
 Year
        ended
        2006:
 
 Audit
        Fees: The aggregate fees, including expenses, billed by the Company's principal
        accountant in connection with the audit of our consolidated financial statements
        for the most recent fiscal year and for the review of our financial information
        included in our Annual Report on Form 10-KSB; and our quarterly reports on
        Form
        10-QSB during the fiscal year ending September 30, 2006 was
        $36,500.
 
 Audit
        Related Fees: The aggregate fees, including expenses, billed by the Company's
        principal accountant for services reasonably related to the audit for the
        year
        ended September 30, 2006 were $0.00.
 
 All
        Other
        Fees: The aggregate fees, including expenses, billed for all other services
        rendered to the Company by its principal accountant during year ended September
        30, 2006 was $0.
  AUDITOR
        INDEPENDENCE
 
 Our
        Board
        of Directors considers that the work done for us in the year ended September
        30,
        2007 and September 30, 2006 by Michael Pollack, CPA is compatible with
        maintaining his independence.
 
 AUDITOR'S
        TIME ON TASK
 
 All
        of
        the work expended by Michael Pollack, CPA on our September 30, 2007 and 2006
        respectively audits were attributed to work performed by their full-time,
        permanent employees.
  74
  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.
  TELIPHONE
                CORP.Date:
                  January 10, 2008
              By:
              /s/ George
                MetrakosGeorge
                MetrakosChief
                Executive Officer


TELIPHONE
                  CORP.Date:
                    January 10, 2008
                By:
                /s/ George
                  MetrakosGeorge
                  MetrakosPrincipal
                  Accounting Officer
  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..
 
 TELIPHONE
                  CORP.Date:
                    January 10, 2008
                By:
                /s/ George
                  MetrakosGeorge
                  MetrakosDirector
    75