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


                                 FORM 10-KSB/A
                                 Amendment Two


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

                      For the Year ended September 30, 2005
                        Commission file number: 000-28793


                              OSK CAPITAL II CORP.


             (Exact name of registrant as specified in its charter)


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


         1080 Beaver Hall, Suite 1555, Montreal, Quebec Canada    H2Z 1S8
               (Address of principal executive offices)          (Zip Code)


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



  Copies of all communications, including all communications sent to the agent
                        for service, should be sent to:

                         Joseph I. Emas, Attorney at Law

                             1224 Washington Avenue

                           Miami Beach, Florida 33139

                             Telephone: 305.531.1174
                             -----------------------

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

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

                                  COMMON STOCK
                                (Title of Class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports, and (2) has
been subject to such filing requirements for the past 90 days. Yes |_| No |X|

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

      State issuer's revenues for its most recent fiscal year: $183,253.
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.). The Company is currently not trading on any
exchange.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |X|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 31,089,520 shares of common stock
outstanding as of February 27, 2006.

                                EXPLANATORY NOTE

We have revised this report on Form 10-KSB to reflect adjustments in our
financial statements and include the predecessor audit report.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

The information set forth in our definitive Proxy Statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934 (the "Exchange Act") to be
filed with the Securities and Exchange Commission is incorporated herein by
reference in response to the Items in Part III.

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

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

EXPLANATORY NOTE: This Amended Annual Report on Form 10-KSB/A is being filed for
purpose of adding Exhibit 23.1 and 23.2. In all other material respects this
Amended Annual Report on Form 10-KSB is unchanged from the Annual Report on Form
10-KSB filed by the Company on February 27,2006.

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




<PAGE>



                              OSK CAPITAL II CORP.
                              Report on Form 10KSB
                  For the Fiscal Year Ended September 30, 2005

                                TABLE OF CONTENTS

PAGE

                                     PART I

Item 1.     Description of the Business.....................................   1
Item 2.     Description of the Property.....................................  11
Item 3.     Legal Proceedings...............................................  11
Item 4.     Submission of Matters to Vote of Security Holders...............  12

                                     PART II

Item 5.     Market for Common Equity and Related Stockholder Matters........  13
Item 6.     Management's Discussion and Analysis............................  14
Item 7.     Financial Statements............................................  18
Item 8.     Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure........................................  18
Item 8A.    Controls and Procedures.........................................  18
Item 8B.    Other Information...............................................  18

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons....  19
Item 10.    Executive Compensation..........................................  21
Item 11.    Security Ownership of Certain Beneficial Owners and Management..  23
Item 12.    Certain Relationships and Related Transactions..................  24

                                     PART IV

Item 13.    Exhibits and Reports on Form 8-K................................  26
Item 14.    Principal Accountant Fees and Services..........................  27

Signatures  ................................................................  28



<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

                               SUMMARY INFORMATION

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

General

OSK Capital II Corporation (the "Company") was incorporated in the State of
Nevada on March 2, 1999 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination with a domestic
or foreign private business. Effective April 28, 2005, the Company achieved its
objectives with the reverse merger and reorganization with Teliphone Inc., a
Canadian company.

As part of the merger and reorganization with Teliphone Inc., we became a
majority owned subsidiary of Teliphone Inc.'s parent company, United American
Corporation, a Florida Corporation trading on the NASD OTCBB under the symbol
UAMA. United American Corporation management now proposes to spin-off OSK
Capital II Corp.

Our overall corporate strategy is to build a subscriber base of both residential
and business customers who purchase telecommunications services on a monthly
basis, as well as wholesale technology and telecommunications solutions to Tier
1 & Tier 2 telecommunications companies.
Teliphone, Inc. was founded by its original parent company, United American
Corporation, a publicly traded Florida Corporation, in order to develop a
Voice-over-Internet-Protocol (VoIP) network which enables users to connect an
electronic device to their internet connection at the home or office which
permits them to make telephone calls to any destination phone number anywhere in
the world. VoIP is currently growing in scale significantly in North America.
Industry experts predict the VoIP offering to be one of the fastest growing
sectors from now until 2009. This innovative new approach to telecommunications
has the benefit of drastically reducing the cost of making these calls as the
distances are covered over the Internet instead of over dedicated lines such as
traditional telephony.

Prior to its acquisition by the Company, Teliphone, Inc. had grown primarily in
the Province of Quebec, Canada through the sale of its product offering in
retail stores and over the internet. During this time, Teliphone had also
expanded its network in order to offer services outside of the Province of
Quebec, mainly in the Province of Ontario and the State of New York.


                                    BUSINESS

The Company is an Internet telecommunications (VoIP) company that offers
value-added telecommunications services to Residential and small office / home
office (SOHO) Business customers.

<PAGE>

1.1. VoIP phone market

The VoIP market is currently experiencing a rapid growth in North America,
however, penetration rates are still relatively low. The largest VoIP players,
the cable companies (Such as Videotron, Rogers and Shaw in Canada and
CableVision in the US) are battling with the incumbent telecommunications
companies (AT&T, Verizon, Bell, Telus, etc.) and new VoIP independents (Vonage,
AOL) principally for the residential phone market. This market is estimated by
the ITU to be valued at over 4B$ by 2008.

1.2. The Company's Differentiation

VoIP as replacement residential service has already become a crowded
marketplace. Competitors mentioned above are deeply discounting their service in
order to acquire clients, investing on average 9-15 months of revenue per client
on acquisition costs, due to marketing expenses as well as subsidies for
start-up equipment.

The Company, since its inception, has viewed a larger market for its services,
leveraging its VoIP network for more than just replacement of standard phone
service. Its product strategy is as follows:

   1.2.1. Services sold direct to customer (Retail)

      1.2.1.1. teliPhone Mobile VoIP and Single Point of Contact services
      (MobilNation)

Entry-level service targeting mobile phone users both residential and business.
Does not require broadband internet access nor any additional equipment for the
Company to finance. Users pay a fixed monthly fee of $9.95 per month and receive
a teliPhone 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 can also benefit from reduced VoIP long distance charges by utilizing
the Company's multiple dial-up numbers from various cities in the US & Canada.
This transfers the customer's long distance charges from their cellular provider
to us- the customer pays only local air time to their cellular provider and is
not required to enter a PIN # to benefit. Average revenues are estimated at
$10.00 per month.

These services are marketed primarily over the Internet and will be introduced
in 2006Q3 to The Company's Retail sales points.

Unlike the residential phone market which has a current universe of 32M
customers who have a landline and broadband internet access (and significant
competition as noted in 1.1 above), the universe of the market for Mobile VoIP
and Single Point of Contact services is over 160M customers in North America who
have cellular phones and are looking to decrease roaming charges and long
distance charges.

      1.2.1.2. teliPhone Residential VoIP service

The Company will continue to focus on its residential phone service in the
Central Canada market (Ontario and Quebec). Average revenues per customer are
$30.00 per month. While competition in this market is strong, The Company offers
value-added services that the local cable phone providers, leaders in the
Canadian VoIP market, such as:

<PAGE>

   o  Virtual numbers from other cities around North America
   o  Wireless VoIP handsets
   o  Function independent of the Internet Service Provider (Cable companies
      allow users to use their VoIP service on their network only).
   o  Sale of service predominantly through cellular phone stores, providing
      demos, personalized service and in-store activation.
   o  Competitive pricing without the need for bundling services

The Canadian Telco's are currently regulated, such that they cannot offer VoIP
at reduced prices, leaving the market open to the Cable Co's and the
independents to grow.

      1.2.1.3. 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 2006Q1.

   1.2.2. Wholesale Services

Teliphone will sell its technology and overflow network capacity to other
partners in order to benefit from lower costs of operation and increased
revenues. Significant advantages to wholesale operations include the lack of
inventory investment by Teliphone in order to acquire new customers, along with
the reduced costs to service the customers, since wholesale partners remain as
first level technical support to their clients. Some wholesale partnerships to
date include:

   o  Podar Enterprises (www.podarenterprise.com), a technology firm based in
      Mumbai, India who is in now developing sales channels through local
      Internet Service Providers in India
   o  Mobality, (www.mobality.com), a long distance termination company who will
      market VoIP services to primarily business clients who they currently do
      business with.
   o  Preliminary Letter of Intent agreed upon by a major small and medium sized
      business supplier with significant experience in the telecommunications
      sector, totalling thousands of clients in the central Canada (provinces of
      Ontario and Quebec) region.
   o  Additional discussions with telecommunications re-sellers with existing
      client bases are in process.


2. SALES & DISTRIBUTION

Retail outlets include cellular phone and computer related stores. Teliphone
focuses on smaller outlets and chains due to their attention to customer, as
well as the individual focus of in-store service activation. As a model,
Teliphone has successfully built a Retail sales channel in Montreal comprised of
over 60 store fronts and independent re-sellers.

Web-based sales will be enhanced through Teliphone's 2005Q4 launch a
comprehensive media and promotion campaign with Smart Media Works, forming
strategic marketing alliances with Lycos.ca, Destina.ca (Air Canada travel site)
and Ticket-In-Box.com events listing.


<PAGE>

Teliphone and Smart Media Works will build a VoIP-centric website and leverage
the affiliate programs on the websites listed above. This will permit a large
web-based promotion campaign which will guide customers to the Teliphone
purchase process.

3. GROWTH TIMELINE

Phase 1- Development - September 2004 to September 2005 (COMPLETE)

   o  Development of a proof-of concept platform for VoIP calling services
   o  Migration to a highly scalable, production platform
   o  Develop a strong Retail Distribution Channel in the local market
      o  62 retail points of sale, including over 200 trained sales
         representatives
   o  Establish a 1,000 customer base in order to streamline and perfect order
      management, provisioning, billing and customer service.
   o  Establish a framework to work with International partners in order to
      expand market reach through Joint Venture.

Phase 2- Expansion of service model, leverage existing network - November 2005
to May 2006 (BRIDGE)

   o  Raise bridge financing
   o  Achieve Cash Flow Positive Operations within 12 month timeline
   o  Complete IPO on the NASD OTCBB exchange
   o  Execute Web-based marketing campaign o Expand network reach to Europe,
      Asia

Phase 3- Customer growth, equipment acquisition, integration to MVNO - May 2006
to 2007

   o  Grow customer base organically and through acquisition of smaller players
   o  Intensive partnerships and R&D activities in the emerging VoIP-MVNO
      segment
   o  Begin to market at the retail level as the first Canadian MVNO-VoIP
      carrier

NOTE: MVNO, or Mobile Virtual Network Operators, purchase local air-time minutes
from Tier 1 cellular carriers at the wholesale level. Equipment, such as the
Mobile SIP Exchange, permits a gateway to handoff cellular calls to VoIP calls.

Phase 4- Expansion as MVNE to Tier 1 & 2 international carriers - 2007 +

   o  The Company will move to solution sale revenues with monthly royalties to
      complement its retail and wholesale operations.

NOTE: MVNE, or Mobile Virtual Network Enabler, will permit The Company to
leverage existing Tier 1 carriers' customer base by offering value added
technology and services to the larger, established players. This positioning
will strengthen The Company as consolidation will occur.


Employees

As of the date hereof we had 3 employees that work directly for Teliphone Inc.,
our wholly owned subsidiary, 4 full time consultants, and 6 part-time
consultants.

<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY


The company's executive offices are currently located at 1080 Beaver Hall, suite
1555, Montreal, PQ, Canada, H2Z 1S2. The 1,250 square foot office space is
rented at a base rent of $2,300 per month. In addition, under agreement with
Peer 1 Networks, a data center and co-location facility, we rent 100 square feet
of space for our main telecommunications network located at 1080 Beaver Hall,
suite 1512, Montreal, PQ, Canada, H2Z 1S2 and our US network on Broadstreet,
Manhattan, New York.

ITEM 3. LEGAL PROCEEDINGS

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

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

No matters were submitted to a vote of the security holders of the Company
during the fourth quarter of the fiscal year which ended September 30, 2005



<PAGE>



                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

DIVIDEND POLICY

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







<PAGE>



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

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

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


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

OSK Capital II Corporation (the "Company") was incorporated in the State of
Nevada on March 2, 1999 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination with a domestic
or foreign private business. Effective April 28, 2005, the Company achieved its
objectives with the reverse merger and reorganization with Teliphone Inc., a
Canadian company.

As part of the merger and reorganization with Teliphone Inc., we became a
majority owned subsidiary of Teliphone Inc.'s parent company, United American
Corporation, a Florida Corporation trading on the NASD OTCBB under the symbol
UAMA. United American Corporation management now proposes to spin-off OSK
Capital II Corp.

Our overall corporate strategy is to build a subscriber base of both residential
and business customers who purchase telecommunications services on a monthly
basis, as well as wholesale technology and telecommunications solutions to Tier
1 & Tier 2 telecommunications companies Teliphone, Inc. was founded by its
original parent company, United American Corporation, a publicly traded Florida
Corporation, in order to develop a Voice-over-Internet-Protocol (VoIP) network
which enables users to connect an electronic device to their internet connection
at the home or office which permits them to make telephone calls to any
destination phone number anywhere in the world. VoIP is currently growing in
scale significantly in North America. Industry experts predict the VoIP offering
to be one of the fastest growing sectors from now until 2009. This innovative
new approach to telecommunications has the benefit of drastically reducing the
cost of making these calls as the distances are covered over the Internet
instead of over dedicated lines such as traditional telephony.

Prior to its acquisition by the Company, Teliphone, Inc. had grown primarily in
the Province of Quebec, Canada through the sale of its product offering in
retail stores and over the internet. During this time, Teliphone had also
expanded its network in order to offer services outside of the Province of
Quebec, mainly in the Province of Ontario and the State of New York.

<PAGE>


Results of Operations

The Company's balance sheet as of September 30, 2005, the Company had assets
consisting of accounts receivable in the amount of $63,063, income tax
receivable (Canadian Research and Development Tax Credits) of $16,502, inventory
of $32,468 and prepaid expenses of 22,621, but no cash. The Company has expended
its cash in furtherance of its business plan, including primarily expenditure of
funds to pay legal and accounting expenses, and has recorded the full value of
the stock issued for services as a general, selling, and administrative expense.
Consequently, the Company's balance sheet as of September 30, 2005 reflects a
deficit accumulated of ($720,920) and a stockholders deficit of ($359,033).

The Company recorded sales of $183,253 for the year ended September 30, 2005 as
compared to $3,447 for the period August 27, 2004 through September 30, 2004.
The Company's cost of sales were $447,752 for the year ended September 30, 2005
compared to $574 for the period August 27, 2004 through September 30, 2004,
primarily as a consequence of an increase in sales and related costs,
specifically the cost of purchasing inventory. The Company's aggregate operating
expenses were $415,520 for the year ended September 30, 2005 compared to $28,956
for the period August 27, 2004 through September 30, 2004. As a result, the
Company had a net loss of ($691,390) for the year ended September 30, 2005
compared to a net loss of ($29,530) for the period August 27, 2004 through
September 30, 2004.

Plan of Operations and Need for Additional Financing

The Company's plan of operations for most of 2005 and 2006 is to build a
subscriber base of both residential and business customers who purchase
telecommunications services on a monthly basis, as well as wholesale technology
and telecommunications solutions to Tier 1 & Tier 2 telecommunications
companies.

The Company will require additional capital in order to pay the costs associated
with developing its business plan. Currently, the Company is a party to a cash
advance agreement between related companies 3894517 Canada Inc. and Teliphone
Inc. Pursuant to this agreement, the Company will be advances funds on an "as
needed" basis. These funds will be re-paid in the form of restricted shares of
the Company's common stock once we are listed and trading on a North American
stock exchange. The price of conversion of the outstanding obligations will be
at the equivalent of the last 22 day average trading price based on the date of
issuance of our common stock. Even though we have secured adequate funding, no
assurances can be provided that our business activities will generate sufficient
revenues which may result in net profits for the Company. Our auditors have
raised substantial doubt as to our ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. When preparing our financial statements, we make estimates and
judgments that affect the reported amounts on our balance sheets and income
statements, and our related disclosure about contingent assets and liabilities.
We continually evaluate our estimates, including those related to revenue,
allowance for doubtful accounts, reserves for income taxes, and litigation. We
base our estimates on historical experience and on various other assumptions,
which we believe to be reasonable in order to form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily ascertained from other sources. Actual results may deviate from these
estimates if alternative assumptions or condition are used.


<PAGE>

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an on-going basis, the Company evaluates its
estimates, including, but not limited to, those related to investment tax
credits, bad debts, income taxes and contingencies. The Company bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results could differ
from those estimates.

Inventories

Inventories are stated at the lower of cost to purchase and/or manufacture the
inventory or the current estimated market value of the inventory. We regularly
review our inventory quantities on hand and record a provision for excess and
obsolete inventory based primarily on our estimated forecast of product demand
and/or our ability to sell the products and production requirements. Demand for
the our products can fluctuate significantly. Factors which could affect demand
for our products include unanticipated changes in consumer preferences, general
market conditions or other factors, which may result in cancellations of advance
orders or a reduction in the rate of reorders placed by customers and/or
continued weakening of economic conditions. Additionally, our estimates of
future product demand may be inaccurate, which could result in an understated or
overstated provision required for excess and obsolete inventory. Our estimates
are based upon our understanding of historical relationships which can change at
anytime.

Currency Translation

For subsidiaries outside the United States that prepare financial statements in
currencies other than the U.S. dollar, the Company translates income and expense
amounts at average exchange rates for the year, translates assets and
liabilities at year-end exchange rates and equity at historical rates. The
Company records these translation adjustments as accumulated other comprehensive
income (loss). Gains and losses from foreign currency transactions are included
in other income (expense) in the results of operations. For the year ended
September 30, 2005 and period August 27, 2004 (inception) through September 30,
2004, the Company recorded approximately $38,153 and $1,690 in transaction gains
(losses) as a result of currency translation.


Accounts Receivable

The Company conducts business and extends credit based on an evaluation of the
customers' financial condition, generally without requiring collateral. Exposure
to losses on receivables is expected to vary by customer due to the financial
condition of each customer. The Company monitors exposure to credit losses and
maintains allowances for anticipated losses considered necessary under the
circumstances. The Company has an allowance for doubtful accounts of $7,264 at
September 30, 2005.

Accounts receivable are generally due within 30 days and collateral is not
required. Unbilled accounts receivable represents amounts due from customers for
which billing statements have not been generated and sent to the customers.

<PAGE>


INCOME TAXES

The Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined based on
differences between financial statement and tax bases of assets and liabilities
at enacted tax rates in effect in years in which differences are expected to
reverse. Valuation allowances are established, when necessary, to reduce
deferred tax assets to amounts that are expected to be realized.

INVESTMENT TAX CREDITS

The Company claims investment tax credits as a result of incurring scientific
research and experimental development expenditures. Investment tax credits are
recognized when the related expenditures are incurred, and there is reasonable
assurance of their realization. Management has made a number of estimates and
assumptions in determining their expenditures eligible for the investment tax
credit claim. It is possible that the allowed amount of the investment tax
credit claim could be materially different from the recorded amount upon
assessment by Revenue Canada and Revenue Quebec. The Company has estimated these
investment tax credits to be $16,502 for the year ended September 30, 2005.
There was an additional $59,384 in Federal research and development tax credits
earned in 2005, however since the corporation is foreign controlled (Teliphone),
these would not be refundable. These credits however can be used to reduce
future years' taxable income and they expire in 2015.

STOCK-BASED COMPENSATION

The Company measures compensation expense for its employee stock-based
compensation using the intrinsic-value method. Under the intrinsic-value method
of accounting for stock-based compensation, when the exercise price of options
granted to employees and common stock issuances are less than the estimated fair
value of the underlying stock on the date of grant, deferred compensation is
recognized and is amortized to compensation expense over the applicable vesting
period. In each of the periods presented, the vesting period was the period in
which the options were granted. All options were expensed to compensation in the
period granted rather than the exercise date.

SEGMENT INFORMATION

The Company follows the provisions of SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information". This standard requires that companies
disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions. Despite the
Company's subsidiary, Teliphone, Inc. incurring sales of hardware components for
the VoiP service as well as the service itself, the hardware sales are only
necessary to receive the service. The Company does not consider this a separate
segment of their business. In less than 5% of the cases is Teliphone, Inc.
selling hardware without service or service without the hardware, therefore has
not segregated their business.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 123 R (As amended) Accounting for Stock-Based Compensation. This statement
is a revision of FASB Statement No 123 and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. This statement establishes standards for the accounting for

<PAGE>

transactions in which an entity exchanges its equity instruments for goods and
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods and services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. For public entities that are not small business issuers, the
implementation of this Statement is required as of the beginning of the first
interim or annual reporting period after June 15, 2005. For public entities that
are small business issuers, the implementation of this Statement, is required as
of the beginning of the first interim or annual reporting period after December
15, 2005. Management is required to implement this Statements beginning in
fiscal year beginning on January 1, 2006 and they are currently evaluating the
impact of implementation of this Statement on the Company.

ITEM 7. FINANCIAL STATEMENTS

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

Consolidated balance sheet at September 30, 2005 and 2004

Consolidated statements of operations for the years ended September 30, 2005 and
for the period from August 27, 2004 (inception) through September 30, 2004.

Consolidated statements of shareholders' deficiency at September 30, 2005 and
for the period from August 27, 2004 (inception) through September 30, 2004.

Consolidated statements of cash flows for the years ended September 30, 2005 and
for the period from August 27, 2004 (inception) through September 30, 2004.


Notes to consolidated financial statements for the years ended September 30,
2005.



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

There were no changes or disagreements with our Accountants during the last two
years, except that for the September 30, 2005 audit the Company did not engage
Schwartz Levitsky Feldman LLP. and engaged Michael Pollack, CPA.

ITEM 8A. CONTROLS AND PROCEDURES


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

<PAGE>

Evaluation of Disclosure and Controls and Procedures. As of the end of the
period covered by this Annual Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

Changes in Internal Controls Over Financial Reporting. There have not been any
changes in the our internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B. OTHER INFORMATION


All requisite reports on Form 8-K were filed in the forth quarter ended
September 30, 2005.



<PAGE>



PART III

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

The directors and executive officer as of September 30, 2005 are as follows:


NAME                  AGE       SERVED SINCE      POSITIONS WITH COMPANY
--------------------------------------------------------------------------------
George Metrakos       34        April, 2005       Director, President, CEO, CFO
Robert Cajolet        65        March, 2005       Director


BUSINESS EXPERIENCE

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:


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 to 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. His Previous
company launched an advanced Demand Management software used by suppliers to
Wal-Mart Stores.


ROBERT CAJOLET
Director

Robert Cajolet completed the Owner/President Management Programm (OPM) of
Harvard Business School in Boston. He previously studied at the University of
Montreal HEC School of Business. President of Alphinat Inc.(2004-2005) and
director of Nature Genetiks Capital Inc.(2004-now), two companies listed on the
TSX. Director of OSK Capital ll (2005-now) Vice-President and director of
Multiple Awnings Inc. a private company since 2002. Director of Archambault
Group (2000-2002). Previously owner of Camelot-Info Inc. a chain of technology
oriented stores, sold to Quebecor Media in 2000. Owned or controlled several
companies involved in dental healthcare and personal safety products in North
America and Europe between 1975 and 1990.

THE MANAGEMENT TEAM

BENOIT RATTHE, DIRECTOR OF SALES, 15 years experience in retail sales of
Telecommunications services with Rogers Communications, Canada's largest
cellular phone provider, where he acted as Director of Retail Sales operations
for the province of Quebec. Benoit leads a team of 60 independent re-sellers and
6 Telecommunications interconnection re-sellers for the residential and business
segments. He also leads 2 sales representatives.


<PAGE>

BRENDAN MIROTCHNICK, DIR. OF PRODUCT DEVELOPMENT. 8 years experience in
high-tech telecom domain and is responsible for the automated back-office
billing. Brendan has worked in the telecommunications and IT domain with
companies such as Nokia, Macmillan publishing and iPhonia. Brendan's team
includes a part time programmer.

BENJAMIN LAWETZ, DIR. OF OPERATIONS, 5 years experience in Telecommunications
engineering expertise and manages the entire Client Services process.

MAXIME BRAZEAU, DIRECTOR OF CUSTOMER SERVICE. 5 years experience in technical
support and customer service at Bell Sympatico Broadband services.


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

For the fiscal year ending September 30, 2004, all of the Company's officers,
directors and principal shareholders are delinquent in filing reports required
under Section 16(a). Code of Ethics The Company has adopted a code of ethics
which applies to its principal executive officer, principal financial officer,
principal accounting officer or persons performing similar functions. A copy of
the code is attached to this report as Exhibit 14.
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.

Involvement in Certain Legal Proceedings

      To the best of our knowledge, 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 Securities and
Exchange Commission 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.

<PAGE>


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
December 31, 2003.

<TABLE>
<CAPTION>


                                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------

                         ANNUAL COMPENSATION                   LONG-TERM COMPENSATION
                     -----------------------------  ----------------------------------------------------

                                                                AWARDS             PAYOUTS
                                                    ----------------------------  ---------

                                                                    SECURITIES
                                                                       UNDER-
                                                        RESTRICTED     LYING                  ALL OTHER
NAME AND                               OTHER ANNUAL       STOCK        OPTIONS/       LTIP      COMPEN-
PRINCIPAL     YEAR     SALARY  BONUS   COMPENSATION      AWARD(S)       SARS         PAYOUTS    SATION
POSITION                 ($)    ($)         ($)            ($)           (#)          ($)        ($)
--------------------------------------------------------------------------------------------------------
GEORGE
METRAKOS

<S>           <C>       <C>      <C>      <C>              <C>          <C>           <C>        <C>
Chairman,     2005      48,000    0        0                961,538       --            0          0
CEO, CFO and  2004      4,000     0        0                  0            0            0          0
President     2003        0       0        0                  0            0            0          0
--------------------------------------------------------------------------------------------------------
Robert        2005        0       0        0              1,250,000        0            0          0
Cajolet       2004        0       0        0                  0            0            0          0
Director      2003        0       0        0                  0            0            0          0

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

</TABLE>

Compensation of Directors

We have no standard arrangement pursuant to which our Directors are compensated
for services provided as a Director.

Employment Agreements

GEORGE METRAKOS, Chairman, CEO and President

George Metrakos is compensated $48,000 annually. Effective April 28, 2005, he
was awarded 961,538 shares of restricted stock of the corporation. These shares
are issued to Metratech Business Solutions Inc., a Canadian company wholly owned
by George Metrakos.

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.

<PAGE>

Robert Cajolet, Director

Robert Cajolet does not receive any base salary. Robert Cajolet has received
1,250,000 shares of restricted stock of the Company in April 2005, issued to
XIPE Corporation, a Canadian company wholly owned by Robert Cajolet.


Change in Control

There are no arrangements which would result in payments to any officers or
directors in the event of a change-in-control of the Company.

INDEMNIFICATION

      Our Articles of Incorporation and Bylaws provide that we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the officer or
director is successful on the merits in any such proceeding as to which such
person is to be indemnified, we must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.



<PAGE>


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

The following table sets forth certain information regarding beneficial
ownership of the common stock as of September 30, 2005, by (i) each person who
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 the Chief
Executive Officers and the two (2) 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 1080 Beaver Hall,
Suite 1555, Montreal, Quebec Canada H2Z 1S8.

<TABLE>
<CAPTION>
                                                              SHARES
                                                            BENEFICIALLY              PERCENT
NAME                                  TITLE OF CLASS          OWNED (1)             OF CLASS(1)
----------------------------------  ---------------------  ------------------   --------------------

<S>                                    <C>                       <C>                      <C>
George Metrakos(2)
                                        Common                      961,528                3.1%

Robert Cajolet(3)                       Common                    1,250,000                4.0%
Officers and Directors as a Group
(2 Persons)                             Common                    2,211,528                7.1%
United American Corp(4)                 Common                   24,038,462               76.3%

</TABLE>

(1)   Applicable percentage of ownership is based on 31,089,520 shares of fully
      diluted common stock. Beneficial ownership is determined in accordance ith
      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 September 30, 2005 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.


(2)   .George Metrakos controls his stock through Metratech Business Solutions
      Inc.


(3)   Robert Cajolet controls his stock through XIPE Management Corp.


(4)   United American Corporation is a publicly traded company on the NASD
      OTCBB.UAMA. This company is the founder of Teliphone Inc. United American
      Corp. has granted its Proxy voting rights to the board of OSK/Teliphone.
      UAMA intends to pay a special dividend of OSK's shares to its shareholders
      once OSK is trading and is financially independent of its founding parent.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


<PAGE>



                                     PART IV
ITEM 13. EXHIBITS

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

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

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

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

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).

23.1 Consent of independent certified public accountants: Michael Pollack CPA

23.2 Consent of independent certified public accountants: Schwartz Levitsky
Feldman LLP

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

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

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

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

(b) No reports on Form 8-K were filed by the Company during the last quarter of
its fiscal year ending September 30, 2005.


ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

For Year Ended September 30, 2005.

Audit Fees

The aggregate fees billed by Michael Pollack CPA for audit of the Company's
annual financial statements were $6,500 for the fiscal year ended September 30,
2005.

The aggregate fees billed by Schwartz Levitsky Feldman LLP for review of the
Company's financial statements included in its quarterly reports for the fiscal
year ended September 30, 2005 on Form 10-QSB were $4,000 .

Audit-Related Fees

Schwartz Levitsky Feldman LLP and Michael Pollack CPA did not bill the Company
any amounts for assurance and related services that were related to its audit or
review of the Company's financial statements during the fiscal years ending
September 30, 2005.

<PAGE>

Tax Fees

The aggregate fees billed by Schwartz Levitsky Feldman LLP and Michael Pollack
CPA for tax compliance, advice and planning were $0 for the fiscal year ended
September 30, 2005. All Other Fees Schwartz Levitsky Feldman LLP and Michael
Pollack CPA did not bill the Company for any products and services other than
the foregoing during the fiscal years ended September 30, 2005.

For Year Ended September 30, 2004.

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

Other Fees

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





<PAGE>



Item 7.  Financial Statements







                           OSK CAPITAL II CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS
            YEAR ENDED SEPTEMBER 30, 2005 AND PERIOD AUGUST 27, 2004
                     (INCEPTION) THROUGH SEPTEMBER 30, 2004

















<PAGE>




                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         PAGE(S)
                                                                         -------

Report of Independent Registered Public Accounting Firm - 2005                 1

Report of Independent Registered Public Accounting Firm - 2004                 2

Consolidated Balance Sheet as of September 30, 2005                            3

Consolidated Statements of Operations for the Year Ended
   September 30, 2005 and Period August 27, 2004 (Inception)
   through September 30, 2004                                                  4

Consolidated Statements of Changes in Stockholders' (Deficit) for the
   Year Ended September 30, 2005 and Period August 27, 2004 (Inception)
   through September 30, 2004                                                  5

Consolidated Statements of Cash Flows for the Year Ended
   September 30, 2005 and Period August 27, 2004 (Inception)
   through September 30, 2004                                                  6

Notes to Consolidated Financial Statements                                  7-19



<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
OSK Capital II Corporation
Montreal, Quebec CANADA

I have audited the accompanying consolidated balance sheet of OSK Capital II
Corporation (the "Company") as of September 30, 2005 and the related
consolidated statements of operations, changes in stockholders' (deficit), and
cash flows for the year ended September 30, 2005. 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
audit.

I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit 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 audit 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 audit provides 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 OSK
Capital II Corporation as of September 30, 2005, and the results of its
consolidated statements of operations, changes in stockholders' (deficit), and
cash flows for the year ended September 30, 2005 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
February 20, 2006

<PAGE>

Letterhead of Schwartz Levitsky Feldman LLP

                                AUDITORS' REPORT


To the Shareholder of TELIPHONE INC.

We have audited the balance sheet of Teliphone Inc., as at September 30, 2004,
and the statements of operations and deficit for the period from date of
inception, August 27, 2004 to September 30, 2004. These financial statements are
the responsibility of the Corporation's management. Our responsibility is to
express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Corporation as at September 30, 2004,
and the results of its operations for the period from date of inception, August
27 2004, to September 30, 2004, in accordance with Canadian generally accepted
accounting principles.

/s/ Schwartz Levitsky Feldman LLP

Schwartz Levitsky Feldman LLP
Chartered Accountants LLP
Montreal, Quebec July 13, 2005
<PAGE>
                           OSK CAPITAL II CORPORATION
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005

                                     ASSETS
                                                                          US $
                                                                      ---------
Current Assets:
  Cash and cash equivalents                                           $      --
  Accounts receivable, net                                               63,063
  Investment tax credit receivable                                       16,502
  Inventory                                                              32,468
  Prepaid expenses and other current assets                              22,621
                                                                      ---------

    Total Current Assets                                                134,654
                                                                      ---------

  Fixed assets, net of depreciation                                     156,399
                                                                      ---------

TOTAL ASSETS                                                          $ 291,053
                                                                      =========

        LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
  Bank overdraft                                                      $   7,144
  Loan payable                                                           34,372
  Loan payable - related parties                                        459,139
  Accounts payable and accrued expenses                                 149,431
                                                                      ---------

      Total Current Liabilities                                         650,086
                                                                      ---------

      Total Liabilities                                                 650,086
                                                                      ---------

STOCKHOLDERS' (DEFICIT)
  Common stock, $.001 Par Value; 125,000,000 shares authorized
    and 31,089,520 shares issued and outstanding                         31,090
  Additional paid-in capital                                            370,640
  Accumulated deficit                                                  (720,920)
  Accumulated other comprehensive income (loss)                         (39,843)
                                                                      ---------

      Total Stockholders' (Deficit)                                    (359,033)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                         $ 291,053
                                                                      =========

   The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                       3
<PAGE>

                           OSK CAPITAL II CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE YEAR ENDED SEPTEMBER 30, 2005 AND PERIOD
             AUGUST 27, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2004

                                                                US$
                                                       2005             2004
                                                   ------------    ------------
OPERATING REVENUES
  Revenues                                         $    183,253    $      3,447
                                                   ------------    ------------

COST OF REVENUES
  Inventory, beginning of period                         25,134              --
  Purchases and cost of VoIP services                   455,086          29,155
  Inventory, end of period                              (32,468)        (25,134)
                                                   ------------    ------------
       Total Cost of Revenues                           447,752           4,021
                                                   ------------    ------------

GROSS (LOSS)                                           (264,499)           (574)
                                                   ------------    ------------

OPERATING EXPENSES
   Selling and promotion                                130,924              --
   Research and development                             128,771              --
   Professional and consulting fees                      67,169          25,575
   Commissions                                           17,877              --
   Other general and administrative expenses             47,228           3,381
   Depreciation                                          23,551              --
                                                   ------------    ------------
       Total Operating Expenses                         415,520          28,956
                                                   ------------    ------------

LOSS BEFORE OTHER INCOME (EXPENSE)                     (680,019)        (29,530)

OTHER INCOME (EXPENSE)
   Interest expense                                     (11,371)             --
                                                   ------------    ------------
       Total Other Income (Expense)                     (11,371)             --
                                                   ------------    ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES             (691,390)        (29,530)
Provision for Income Taxes                                   --              --
                                                   ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES               $   (691,390)   $    (29,530)
                                                   ============    ============

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

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                               30,518,711      30,426,000
                                                   ============    ============

   The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                       4
<PAGE>

                           OSK CAPITAL II CORPORATION
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
        FOR THE YEAR ENDED SEPTEMBER 30, 2005 AND PERIOD AUGUST 27, 2004
                     (INCEPTION) THROUGH SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                                                           US$
                                                                                                          Accumulated
                                                                                Additional                   Other
                                                            Common Stock          Paid-in    Accumulated  Comprehenisve
                                                         Shares      Amount       Capital      Deficit    Income (Loss)     Total
                                                      -----------------------   ----------   ----------   -------------  ----------
<S>                                                   <C>          <C>          <C>          <C>           <C>           <C>
Balance August 27, 2004                               30,426,000   $   30,426   $   39,544   $  (18,988)   $   (1,690)   $   49,292

Net loss for the year                                         --           --           --      (10,542)           --       (10,542)
                                                      ----------   ----------   ----------   ----------    ----------    ----------

Balance September 30, 2004                            30,426,000       30,426       39,544      (29,530)       (1,690)       38,750

Issuance of shares in conversion of debentures           663,520          664      331,096           --            --       331,760

Net loss for the year                                         --           --           --     (691,390)      (38,153)     (729,543)
                                                      ----------   ----------   ----------   ----------    ----------    ----------

Balance September 30, 2005                            31,089,520   $   31,090   $  370,640   $ (720,920)   $  (39,843)   $ (359,033)
                                                      ==========   ==========   ==========   ==========    ==========    ==========
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                       5
<PAGE>

                           OSK CAPITAL II CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEAR ENDED SEPTEMBER 30, 2005 AND PERIOD
             AUGUST 27, 2004 (INCEPTION) THROUGH SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                                          US$
                                                                   2005          2004
                                                                ---------     ---------
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                     $(691,390)    $ (29,530)
                                                                ---------     ---------
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation                                                  23,551            --
     Provision for bad debts                                        7,264            --
  Changes in assets and liabilities
     (Increase) in accounts receivable                            (64,067)       (6,260)
     (Increase) in investment tax credit receivable               (16,502)           --
     (Increase) in inventory                                       (7,334)      (25,134)
     (Increase) in prepaid expenses and other current assets      (22,621)           --
     Increase in accounts payable and
       and accrued expenses                                       118,584        30,846
                                                                ---------     ---------
     Total adjustments                                             38,875          (548)
                                                                ---------     ---------

     Net cash (used in) operating activities                     (652,515)      (30,078)
                                                                ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions of fixed assets                                   (75,450)           --
                                                                ---------     ---------

      Net cash (used in) investing activities                     (75,450)           --
                                                                ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from the issuance of common stock                         --            79
    Increase in bank overdraft                                      7,144            --
    Proceeds from loan payable                                      4,374        29,999
    Proceeds from loan payable - related parties                  384,687            --
    Proceeds from convertible debentures                          331,760            --
                                                                ---------     ---------

       Net cash provided by financing activities                  727,965        30,078
                                                                ---------     ---------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                          --            --

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                --            --
                                                                ---------     ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD                       $      --     $      --
                                                                =========     =========

CASH PAID DURING THE YEAR FOR:
    Interest expense                                            $  10,345     $     912
                                                                =========     =========

SUPPLEMENTAL NONCASH INFORMATION:

    Equipment acquired from related party loan payable          $ 104,500     $      --
                                                                =========     =========
    Conversion of debentures into shares of common stock        $ 331,760     $      --
                                                                =========     =========
</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                       6
<PAGE>


                           OSK CAPITAL II CORPORATION
                   NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004

NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION

      OSK Capital II Corporation (the "Company") was incorporated in the State
      of Nevada on March 2, 1999 to serve as a vehicle to effect a merger,
      exchange of capital stock, asset acquisition or other business combination
      with a domestic or foreign private business. Effective April 28, 2005, the
      Company achieved its objectives with the reverse merger and reorganization
      with Teliphone Inc., a Canadian company.

      Teliphone, Inc. was founded by its original parent company, United
      American Corporation, a publicly traded Florida Corporation, in order to
      develop a Voice-over-Internet-Protocol (VoIP) network which enables users
      to connect an electronic device to their internet connection at the home
      or office which permits them to make telephone calls to any destination
      phone number anywhere in the world. VoIP is currently growing in scale
      significantly in North America. Industry experts predict the VoIP offering
      to be one of the fastest growing sectors from now until 2009. This
      innovative new approach to telecommunications has the benefit of
      drastically reducing the cost of making these calls as the distances are
      covered over the Internet instead of over dedicated lines such as
      traditional telephony.

      Prior to its acquisition by the Company, Teliphone, Inc. had grown
      primarily in the Province of Quebec, Canada through the sale of its
      product offering in retail stores and over the internet. During this time,
      Teliphone ahd also expanded its network in order to offer services outside
      of the Province of Quebec, mainly in the Province of Ontario and the State
      of New York.

      Going Concern

      As shown in the accompanying consolidated financial statements the Company
      has incurred recurring losses of $691,390 and $29,530 for the year ended
      September 30, 2005 and period August 27, 2004 (inception) through
      September 30, 2004, and has a working capital deficiency of $515,432 as of
      September 30, 2005. The Company has recently emerged from the development
      stage and has just started generating revenues and is indebted to a
      related party for approximately $450,000. There is no guarantee that the
      Company will be able to raise enough capital or generate revenues to
      sustain its operations. These conditions raise substantial doubt about the
      Company's ability to continue as a going concern for a reasonable period.

      Management believes that the Company's capital requirements will depend on
      many factors. These factors include the increase in sales through existing
      channels as well as Teliphone's ability to continue to expand its
      distribution points and leveraging its technology into the commercial
      small business segments. Teliphone's strategic relationships with
      telecommunications interconnection companies, internet service providers
      and retail sales outlets has permitted the Company to achieve consistent
      monthly growth in acquisition of new customers.


                                       7
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION CONTINUED)

      Going Concern (Continued)

      The Company will look to further develop its existing relationship with
      its wholesaler in India in order to take advantage of the strong growth in
      demand for its VoIP products worldwide.

      In the near term, the Company will continue to pursue bridge financing, in
      addition to the approximately $330,000 it raised through convertible
      debentures this year to assist them in meeting their current working
      capital needs. The Company's ability to continue as a going concern for a
      reasonable period is dependent upon management's ability to raise
      additional interim capital and, ultimately, achieve profitable operations.
      There can be no assurance that management will be able to raise sufficient
      capital, under terms satisfactory to the Company, if at all.

      The consolidated financial statements do not include any adjustments
      relating to the carrying amounts of recorded assets or the carrying
      amounts and classification of recorded liabilities that may be required
      should the Company be unable to continue as a going concern.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Principles of Consolidation

      The consolidated financial statements include the accounts of the Company
      and all of its wholly owned subsidiaries. All significant intercompany
      accounts and transactions have been eliminated in consolidation.

      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.


                                       8
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Comprehensive Income

      The Company adopted Statement of Financial Accounting Standards No, 130,
      "Reporting Comprehensive Income," (SFAS No. 130). SFAS No. 130 requires
      the reporting of comprehensive income in addition to net income from
      operations.

      Comprehensive income is a more inclusive financial reporting methodology
      that includes disclosure of information that historically has not been
      recognized in the calculation of net income.

      Inventory

      Inventory is valued at the lower of cost or market determined on a
      first-in-first-out basis. Inventory consisted only of finished goods.

      Fair Value of Financial Instruments (other than Derivative Financial
      Instruments)

      The carrying amounts reported in the consolidated balance sheet for cash
      and cash equivalents, and accounts payable approximate fair value because
      of the immediate or short-term maturity of these financial instruments.
      For the notes payable, the carrying amount reported is based upon the
      incremental borrowing rates otherwise available to the Company for similar
      borrowings. For the convertible debentures, fair values were calculated at
      net present value using the Company's weighted average borrowing rate for
      debt instruments without conversion features applied to total future cash
      flows of the instruments.


      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 year ended September 30, 2005 and period August 27,
      2004 (inception) through September 30, 2004, the Company recorded
      approximately $38,153 and $1,690 in transaction gains (losses) as a result
      of currency translation.


                                       9
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Research and Development

      The Company annually incurs costs on activities that relate to research
      and development of new products. Research and development costs are
      expensed as incurred. Certain of these costs are reduced by government
      grants and investment tax credits where applicable.

      Revenue Recognition

      When the Company emerged from the development stage with the acquisition
      of Teliphone, Inc. they began to recognize revenue from their VoIP
      services when the services were rendered and collection was reasonably
      assured.

      The Company also sells hardware components. These components are
      recognized upon delivery to the subscriber.

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

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

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

      Accounts Receivable

      The Company conducts business and extends credit based on an evaluation of
      the customers' financial condition, generally without requiring
      collateral. Exposure to losses on receivables is expected to vary by
      customer due to the financial condition of each customer. The Company
      monitors exposure to credit losses and maintains allowances for
      anticipated losses considered necessary under the circumstances. The
      Company has an allowance for doubtful accounts of $7,264 at September 30,
      2005.

      Accounts receivable are generally due within 30 days and collateral is not
      required. Unbilled accounts receivable represents amounts due from
      customers for which billing statements have not been generated and sent to
      the customers.


                                       10
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income Taxes

      The Company accounts for income taxes utilizing the liability method of
      accounting. Under the liability method, deferred taxes are determined
      based on differences between financial statement and tax bases of assets
      and liabilities at enacted tax rates in effect in years in which
      differences are expected to reverse. Valuation allowances are established,
      when necessary, to reduce deferred tax assets to amounts that are expected
      to be realized.

      Investment Tax Credits

      The Company claims investment tax credits as a result of incurring
      scientific research and experimental development expenditures. Investment
      tax credits are recognized when the related expenditures are incurred, and
      there is reasonable assurance of their realization. Management has made a
      number of estimates and assumptions in determining their expenditures
      eligible for the investment tax credit claim. It is possible that the
      allowed amount of the investment tax credit claim could be materially
      different from the recorded amount upon assessment by Revenue Canada and
      Revenue Quebec. The Company has estimated these investment tax credits to
      be $16,502 for the year ended September 30, 2005. There was an additional
      $59,384 in Federal research and development tax credits earned in 2005,
      however since the corporation is foreign controlled (Teliphone), these
      would not be refundable. These credits however can be used to reduce
      future years' taxable income and they expire in 2015.

      Convertible Instruments

      The Company reviews the terms of convertible debt and equity securities
      for indications requiring bifurcation, and separate accounting, for the
      embedded conversion feature. Generally, embedded conversion features where
      the ability to physical or net-share settle the conversion option is not
      within the control of the Company are bifurcated and accounted for as a
      derivative financial instrument. (See Derivative Financial Instruments
      below). Bifurcation of the embedded derivative instrument requires
      allocation of the proceeds first to the fair value of the embedded
      derivative instrument with the residual allocated to the debt instrument.
      The resulting discount to the face value of the debt instrument is
      amortized through periodic charges to interest expense using the Effective
      Interest Method.


                                       11
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Derivative Financial Instruments

      The Company generally does not use derivative financial instruments to
      hedge exposures to cash-flow or market risks. However, certain other
      financial instruments, such as warrants or options to acquire common stock
      and the embedded conversion features of debt and preferred instruments
      that are indexed to the Company's common stock, are classified as
      liabilities when either (a) the holder possesses rights to net-cash
      settlement or (b) physical or net share settlement is not within the
      control of the Company. In such instances, net-cash settlement is assumed
      for financial accounting and reporting, even when the terms of the
      underlying contracts do not provide for net-cash settlement. Such
      financial instruments are initially recorded at fair value and
      subsequently adjusted to fair value at the close of each reporting period.
      Fair value for option-based derivative financial instruments is determined
      using the Black-Scholes Valuation Method. The Company's convertible
      debenture did not constitute a derivative.

      Advertising Costs

      The Company expenses the costs associated with advertising as incurred.
      Advertising expenses for the year ended September 30, 2005 and period
      August 27, 2004 (inception) through September 30, 2004 are included in
      general and administrative expenses in the consolidated statements of
      operations.

      Fixed Assets

      Fixed assets are stated at cost. Depreciation is computed using the
      straight-line method over the estimated useful lives of the assets;
      automobiles - 3 years, computer equipment - 3 years, and furniture and
      fixtures - 5 years.

      When assets are retired or otherwise disposed of, the costs and related
      accumulated depreciation are removed from the accounts, and any resulting
      gain or loss is recognized in income for the period. The cost of
      maintenance and repairs is charged to income as incurred; significant
      renewals and betterments are capitalized. Deduction is made for
      retirements resulting from renewals or betterments.


                                       12
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Impairment of Long-Lived Assets

      Long-lived assets, primarily fixed assets, are reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying
      amount of the assets might not be recoverable. The Company does not
      perform a periodic assessment of assets for impairment in the absence of
      such information or indicators. Conditions that would necessitate an
      impairment assessment include a significant decline in the observable
      market value of an asset, a significant change in the extent or manner in
      which an asset is used, or a significant adverse change that would
      indicate that the carrying amount of an asset or group of assets is not
      recoverable. For long-lived assets to be held and used, the Company
      recognizes an impairment loss only if its carrying amount is not
      recoverable through its undiscounted cash flows and measures the
      impairment loss based on the difference between the carrying amount and
      estimated fair value.

      (Loss) Per Share of Common Stock

      Basic net (loss) per common share is computed using the weighted average
      number of common shares outstanding. Diluted earnings per share (EPS)
      includes additional dilution from common stock equivalents, such as stock
      issuable pursuant to the exercise of stock options and warrants. Common
      stock equivalents were not included in the computation of diluted earnings
      per share when the Company reported a loss because to do so would be
      antidilutive for periods presented.

      The following is a reconciliation of the computation for basic and diluted
      EPS:

                                               September 30,       September 30,
                                                    2005               2004
                                               ------------        ------------

Net loss                                       $   (691,390)       $    (29,530)
                                               ------------        ------------

Weighted-average common shares
Outstanding (Basic)                              30,518,711          30,426,000

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

Weighted-average common shares
Outstanding (Diluted)                            30,518,711          30,426,000
                                               ============        ============


                                       13
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Stock-Based Compensation

      The Company measures compensation expense for its employee stock-based
      compensation using the intrinsic-value method. Under the intrinsic-value
      method of accounting for stock-based compensation, when the exercise price
      of options granted to employees and common stock issuances are less than
      the estimated fair value of the underlying stock on the date of grant,
      deferred compensation is recognized and is amortized to compensation
      expense over the applicable vesting period. In each of the periods
      presented, the vesting period was the period in which the options were
      granted. All options were expensed to compensation in the period granted
      rather than the exercise date.

      The Company measures compensation expense for its non-employee stock-based
      compensation under the Financial Accounting Standards Board (FASB)
      Emerging Issues Task Force (EITF) Issue No. 96-18, "Accounting for Equity
      Instruments that are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services". The fair value of the option
      issued is used to measure the transaction, as this is more reliable than
      the fair value of the services received. The fair value is measured at the
      value of the Company's common stock on the date that the commitment for
      performance by the counterparty has been reached or the counterparty's
      performance is complete. The fair value of the equity instrument is
      charged directly to compensation expense and additional paid-in capital.

      Segment Information

      The Company follows the provisions of SFAS No. 131, "Disclosures about
      Segments of an Enterprise and Related Information". This standard requires
      that companies disclose operating segments based on the manner in which
      management disaggregates the Company in making internal operating
      decisions. Despite the Company's subsidiary, Teliphone, Inc. incurring
      sales of hardware components for the VoiP service as well as the service
      itself, the hardware sales are only necessary to receive the service. The
      Company does not consider this a separate segment of their business. In
      less than 5% of the cases is Teliphone, Inc. selling hardware without
      service or service without the hardware, therefore has not segregated
      their business.

      Recent Accounting Pronouncements

      On December 16, 2004, the Financial Accounting Standards Board ("FASB")
      published Statement of Financial Accounting Standards No. 123 (Revised
      2004), "Share-Based Payment" ("SFAS 123R"). SFAS 123R requires that
      compensation cost related to share-based payment transactions be
      recognized in the financial statements. Share-based payment transactions
      within the scope of SFAS 123R include stock options, restricted stock
      plans, performance-based awards, stock appreciation rights, and employee
      share purchase plans. The provisions of SFAS 123R, as amended, are
      effective for small business issuers beginning as of the next fiscal year
      after December 15, 2005.


                                       14
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 3-  FIXED ASSETS

      Fixed assets as of September 30, 2005 were as follows:

                                              Estimated Useful
                                               Lives (Years)

      Furniture and fixtures                         5                   $324
      Computer equipment                             3                158,087
      Vehicles                                       5                 21,539
                                                                       ------

                                                                      179,950
      Less: accumulated depreciation                                   23,551
                                                                       ------
      Property and equipment, net                                   $ 156,399
                                                                    =========

      There was $23,551 and $0 charged to operations for depreciation expense
      for the year ended September 30, 2005 and period August 27, 2004
      (inception) through September 30, 2004, respectively.

      The Company had acquired assets of a related entity, United American
      Corporation that related to United American Corporations use of the
      Company's VoIP services. These assets, included in fixed assets amounted
      to $104,500.

NOTE 4-  LOANS PAYABLE

      The Company entered into loans payable with non-related parties originally
      due October 23, 2004 at 5% interest per annum. The loans were extended to
      May 31, 2006. The notes are unsecured.

      The balance of the loan payable at September 30, 2005 is $34,372. There is
      no accrued interest on the loan at September 30, 2005. Interest expense
      for the year ended September 30, 2005 and period August 27, 2004
      (inception) through September 30, 2004 amounted to $11,371 and $0,
      respectively.

NOTE 5-  LOANS PAYABLE - RELATED PARTIES

      The Company entered into a loan payable with United American Corporation,
      a company with common directors of the Company. The loans payable are
      non-interest bearing, unsecured and are due on demand.

      The loan is the result of United American Corporation funding working
      capital to the Company as it began operations. The Company does anticipate
      repayment of these loans over the next year as operations increases and
      the Company becomes cash flow positive.


                                       15
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 6-  CONVERTIBLE DEBENTURES

      On August 11, 2005, the Company entered into 10% Convertible Debentures
      (the "Debentures") with various individuals. The Debentures had a maturity
      date of August 11, 2008, and incurred interest at a rate of 10% per annum.

      The Debentures can either be paid to the holders on August 11, 2008 or
      converted at the holders' option any time up to maturity at a conversion
      price equal to eighty percent (80%) of the average closing price of the
      common stock as listed on a Principal Market for the five (5) trading days
      immediately proceeding the conversion date. If the common stock is not
      traded on a Principal Market, the conversion price shall mean the closing
      bid price as furnished by the National Association of Securities Dealers,
      Inc. The holder agrees that it shall not convert the Debentures prior to
      August 12, 2005, if on a conversion date the closing price of the common
      stock on any of the five (5) trading days immediately proceeding the
      applicable conversion date id $.50 per share or less. The Company's stock
      was not trading on a Principal Market as of August 12, 2005, and therefore
      the holders all converted their debentures at $.50 per share. The total
      Debentures issued by the Company was $331,760 and the Company issued
      663,520 shares of common stock in conversion of the debentures. The
      convertible debentures met the definition of hybrid instruments, as
      defined in SFAS 133, Accounting for Derivative Instruments and Hedging
      Activities (SFAS No. 133). The hybrid instruments are comprised of a i) a
      debt instrument, as the host contract and ii) an option to convert the
      debentures into common stock of the Company, as an embedded derivative.
      The embedded derivative derives its value based on the underlying fair
      value of the Company's common stock. The Embedded Derivative is not
      clearly and closely related to the underlying host debt instrument since
      the economic characteristics and risk associated with this derivative are
      based on the common stock fair value. There was no derivative liability
      recognized due to the conversion of the debenture into shares of common
      stock at he time the debenture agreement was entered into.

      The embedded derivative did not qualify as a fair value or cash flow hedge
      under SFAS No. 133.

      There was no interest charged due to the debentures being converted
      immediately.


                                       16
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 7-  COMMITMENTS

      On August 23, 2005, Teliphone, Inc. entered into a marketing and
      distribution rights with Podar Infotech Ltd. The five year renewable
      agreement grants Podar the exclusive marketing and distribution rights for
      the Company's products and services for India, China, Sri Lanka, Russia
      and UAE for which the Company will receive contractually agreed payments.
      No payments have been made or accrued as of September 30, 2005.

      Teliphone, Inc. has entered into a lease agreement for its offices, which
      expires on July 31, 2010. Minimum rental for the next five years and in
      the aggregate approximate:

      Year Ended
      September 30

      2006                               $  50,835
      2007                                  50,835
      2008                                  50,835
      2009                                  50,835
      2010                                  42,364
                                         ---------
                                         $ 245,704

      The lease contains an escalation clause regarding property taxes,
      electricity, heating, maintenance and repairs.

NOTE 8-  STOCKHOLDERS' DEFICIT

      Common Stock

      As of September 30, 2005, the Company has 125,000,000 shares of common
      stock authorized with a par value of $.001.

      The Company has 31,089,520 shares issued and outstanding as of September
      30, 2005.

      On September 30, 2004, the Company had 3,216,000 shares issued and
      outstanding. On April 28, 2005, the Company entered into a reverse merger
      upon the acquisition of Teliphone, Inc. and issued 27,010,000 shares of
      common stock to the shareholders of Teliphone, Inc. in exchange for all of
      the outstanding shares of stock of Teliphone, Inc. Thus the Company had
      30,426,000 shares issued and outstanding.

      In 2005, the Company issued 663,520 shares for in conversion of
      convertible debentures that the Company received $331,760 in cash for.


                                       17
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 9-  PROVISION FOR INCOME TAXES

      Deferred income taxes are determined using the liability method for the
      temporary differences between the financial reporting basis and income tax
      basis of the Company's assets and liabilities. Deferred income taxes are
      measured based on the tax rates expected to be in effect when the
      temporary differences are included in the Company's tax return. Deferred
      tax assets and liabilities are recognized based on anticipated future tax
      consequences attributable to differences between financial statement
      carrying amounts of assets and liabilities and their respective tax bases.

      At September 30, 2005 and 2004, deferred tax assets consist of the
      following:

                                                         2005            2004
                                                         ----            ----
      Net operating losses                           $  245,113       $ 10,040

      Valuation allowance                              (245,113)       (10,040)
                                                     -------------------------

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

      At September 30, 2005, the Company had a net operating loss carryforward
      in the approximate amount of $720,920, available to offset future taxable
      income through 2025. The Company established valuation allowances equal to
      the full amount of the deferred tax assets due to the uncertainty of the
      utilization of the operating losses in future periods.

      A reconciliation of the Company's effective tax rate as a percentage of
      income before taxes and federal statutory rate for the periods ended
      September 30, 2005 and 2004 is summarized as follows:


                                                        2005        2004
                                                       -------     -------

      Federal statutory rate                           (34.0)%     (34.0)%

      State income taxes, net of federal benefits        3.3         3.3

      Valuation allowance                               30.7        30.7
                                                       -------     -------
                                                       -------     -------

                                                          0%         0%
                                                       =======     =======


                                       18
<PAGE>

                           OSK CAPITAL II CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 10- SUBSEQUENT EVENTS

      On December 7, 2005, the Company entered into, in conjunction with United
      American Corporation, a related party, a Customer and Asset Acquisition
      and Software Licensing Agreement with Iphonia, Inc., a Quebec corporation.

      The Agreement requires transfer of Iphonia Inc.'s. clients and services to
      the Company along with the sale of various telecommunications equipment.

      As of March 24, 2006, the Company has not closed on the transaction.

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


                                       19
<PAGE>

                                   SIGNATURES

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



                                                            OSK CAPITAL II CORP.

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

                                                             Date: April 7, 2006


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

                                                             Date: April 7, 2006

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



                                                          By /s/ George Metrakos
                                                  ------------------------------
                                                       George Metrakos, Director

                                                             Date: April 7, 2006


                                                           By /s/ Robert Cajolet
                                                  ------------------------------
                                                        Robert Cajolet, Director

                                                             Date: April 7, 2006