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

                                   FORM 10-KSB

                                   (Mark One)

          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                   SECURITIES
                              EXCHANGE ACT OF 1934

                      For the Year Ended September 30, 2006


                       Commission file number: 333-136993

                                 TELIPHONE CORP
        (Exact name of small business issuer as specified on its charter)

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

                   4150 Ste-Catherine Street West, Suite 200,
                              Westmount (Montreal),
                             Quebec, Canada, H3Z 0A1
                    (Address of principal executive offices)

                                 (514) 313-6010
                           (Issuer's telephone number)

                          Copies of communications to:

                                 JOSEPH I. EMAS
                             1224 WASHINGTON AVENUE
                           MIAMI BEACH, FLORIDA 33139
                          TELEPHONE NO.: (305) 531-1174
                          FACSIMILE NO.: (305) 531-1274

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par
Value $0.001 Per Share (Title of Class)

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

<PAGE>

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 registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any amendment to
this Form 10-KSB. [X]

The issuer's revenues for the year ended September 30, 2006 were $440,804. The
aggregate market value of the registrant's common stock held by non-affiliates
as of December 28, 2006 was approximately $1,721,132

State the number of shares outstanding of each of the issuer's classes of equity
securities, as of the latest practicable date: 33,554,014 shares of Common
Stock, $0.001 par value per share as of December 28, 2006.

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]

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PART 1.

ITEM 1.  BUSINESS

As used in this annual report, "we", "us", "our", "Teliphone", the "Group",
"Company" or "our company" refers to Teliphone Corp., a Nevada corporation,
together with our subsidiary Teliphone Inc., a Canadian corporation.

History

Teliphone Corp. (formally known as OSK Capital II Corp. ) was incorporated in
1999 under the laws of the State of Nevada. Our principal executive offices are
located at 4150 Ste-Catherine Street West, Westmount (Montreal) Quebec Canada
H3Z 0A1. Our US Corporate and legal affairs office is located at 1224 Washington
Avenue, Miami, Florida, 33139. The telephone number of our principal executive
office is (514) 313-6010. Our general telephone number is (514) 313-6000. The
address of our website is http://www.teliphone.us.

Teliphone Corp. ("The Company" or "Teliphone") became a telecommunications
company in April 2005 upon the merger and re-organization with Teliphone Inc., a
Canadian provider of broadband telephone services founded in August 2004.
Broadband telephone services utilize our innovative Voice over Internet
Protocol, or VoIP, technology platform, to offer feature-rich, low-cost
communications services to our customers, thus providing them an experience
similar to traditional telephone services at a reduced cost. VoIP means that the
technology used to send data over the Internet (example, an e-mail or web site
page display) is used to transmit voice as well. The technology is known as
packet switching. Instead of establishing a dedicated connection between two
devices (computers, telephones, etc.) and sending the message "in one piece,"
this technology divides the message into smaller fragments, called 'packets'.
These packets are transmitted separately over the Internet and when they reach
the final destination, they are reassembled into the original message.

We principally sell these VoIP services to residential and small business
customer users. Our current geographic market is predominantly the Province of
Quebec, Canada.

As a result of the merger and re-organization, Teliphone Inc. became a
wholly-owned subsidiary of our company. On July 14th, 2006, we entered into a
letter of intent with 3901823 Canada Inc. where 3901823 Canada Inc. becomes a
minority shareholder of our subsidiary Teliphone Inc. As a result of this letter
of Intent, Teliphone Inc. remains a majority-owned subsidiary of our company.

As a result of the merger and re-organization, 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. On October
30, 2006, United American Corporation spun-off our Company by distributing its
entire holding of 25,737,956 shares of the common stock of our company to its
shareholders on a pro rata basis.

Principal Products or Services And Their Markets

With the merger and re-organization we became a telecommunications company
providing broadband telephone services utilizing our innovative Voice over
Internet Protocol, or VoIP, technology platform, to offer feature-rich, low-cost
communications services to our customers, thus providing them an experience
similar to traditional telephone services at a reduced cost. VoIP means that the
technology used to send data over the Internet (example, an e-mail or web site
page display) is used to transmit voice as well. The technology is known as
packet switching. Instead of establishing a dedicated connection between two
devices (computers, telephones, etc.) and sending the message "in one piece,"
this technology divides the message into smaller fragments, called 'packets'.
These packets are transmitted separately over the internet and when they reach
the final destination, they are reassembled into the original message.

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<PAGE>

The Company offers the following services to customers utilizing its VoIP
technology platform:

      o     Local and International VoIP calling services for residential
            customers in the Province of Quebec, Canada
      o     Local and International VoIP calling services for small businesses
            in the Province of Quebec, Canada
      o     International VoIP calling services to residential customers in
            India

Distribution Methods of The Products or Services

Retail Sales

We distribute our products and services through our retail partners' stores. Our
retail partners have existing public retail outlets where they typically sell
telecommunications or computer related products and services such as other
telecommunications services (cellular phones) or computer hardware and software.

The Company does not own or rent any retail space for the purpose of
distribution, rather, it relies on its re-seller partners to display and promote
the Company's products and services within their existing retail stores. Our
agreement with BR Communications Inc. has permitted us to establish our retail
sales channel.

For a retail sale to occur, our re-sellers purchase hardware from us and hold
inventory of our hardware at their store. In some cases, we may sell the
hardware to our re-sellers below cost in order to subsidize the customer's
purchase of the hardware from the re-seller. Upon the sale of hardware to the
customer, the retail partner activates the service on our website while in-store
with the customer.

Internet Sales

We likewise distribute our products through the sale of hardware on our website,
www.teliphone.us. The customer purchases the necessary hardware from our on-line
catalog. Upon receipt of the hardware from us, the customer returns to the
company's website to activate their services.

Wholesale Sales

We likewise distribute our products and services through Wholesalers. A
Wholesaler is a business partner who purchases our products and services
"unbranded", that is, with no reference to our Company on the hardware or within
the service, and re-bills the services to their end-user customers. In the case
of a sale to our Wholesalers, we do not sell the hardware below cost.

In the Province of Quebec, we have an agreement with 9151-4877 Quebec Inc.
"Dialek" who is a wholesaler of our products and services. The nature of the
agreement is such that Dialek purchases our products and services at volume
quantities and re-selles them to their own end-user customers. Internationally,
we have an agreement with Podar Infotech LLC "Podar"of India, our principal
wholesale partner in Asia and the Middle East. Podar sells to re-sellers and
end-users the Company's products and services exclusively in India, China,
Russia, Sri Lanka and the United Arab Emirates.

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<PAGE>

Status of Any Publicly Announced New Product or Service

TeliPhone VoIP services were officially launched to the public in the Province
of Quebec in December of 2004.

Teliphone Residential Voip Service

The Company currently offers a residential VoIP phone service to customers in
the provinces of Ontario and Quebec. Average revenues per customer are $30.00
per month. The customer can also purchase virtual numbers from other cities in
North America and internationally, permitting the customer to provide a local
phone number to their calling party who is in another area or country that
normally would represent a long distance call. These services cost from $5 to
$30 per month depending on the country.

Teliphone Small Business Voip Services

During 2005Q3, The Company began to target Small and Medium sized business
clients with an expanded version of its offering. Average revenues per customer
in this segment are $400. The Company markets these services primarily through
its telecom interconnection resellers, who have existing customer relationships
in this segment.

Teliphone has also developed and integrated new software permitting the
replacement of traditional auto-attendant and office telephony systems. The
Company is currently finalizing its beta trials and will introduce to the market
through its interconnection re-seller base in 2007 - Q1.

CallOnA.com

We are currently testing our CallOnA.com service, which permits users to execute
free calls to certain international destinations by initiating a call from our
website. This service has not been fully tested as of yet and we anticipate
launching the service in a preliminary form within the next several months.

Teliphone Mobile Voip And Single Point Of Contact Services (Mobilnation)

This service is an entry-level service targeting both residential and business
mobile phone users. This end-user customer does not require broadband internet
access or any additional equipment to utilize this service. Users pay a fixed
monthly fee of $9.95 per month and receive a phone number where they are
provided options to re-direct the incoming call to numerous phones, enhanced
voice-mail, as well as the ability to add virtual numbers from other cities
($4.95 per month), eliminating inbound long distance charges to their calling
parties.

Customers of MobilNation are provided with multiple dial-up numbers from various
cities in the US & Canada. This permits the customer to make long distance calls
on their home or cellular phone by purchasing the long distance call from the
Company instead of their existing service provider. Our rates are typically up
to 50% less than existing suppliers, thereby reducing our customer's overall
monthly phone bill.

The MobilNation services are currently in the final stages of development. They
will be marketed primarily over the Internet and will be introduced in 2007Q1 to
The Company's Retail sales points as well.

Competitive Business Conditions

Today, VoIP technology is used in the backbone of many traditional telephone
networks, and VoIP services are offered to residential and business users by a
wide array of service providers, including established telephone service
providers. These VoIP providers include traditional local and long distance
phone companies, established cable companies, Internet service providers and
alternative voice communications providers such as Teliphone.

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<PAGE>

While all of these companies provide residential VoIP communications services,
each group provides those services over a different type of network, resulting
in important differences in the characteristics and features of the VoIP
communications services that they offer. Traditional wireline telephone
companies offering VoIP services to consumers do so using their existing
broadband DSL networks. Similarly, cable companies offering VoIP communications
services use their existing cable broadband networks. Because these companies
own and control the broadband network over which the VoIP traffic is carried
between the customer and public switched telephone network, they have the
advantage of controlling a substantial portion of the call path and therefore
being better able to control call quality. In addition, many of these providers
are able to offer their customers additional bandwidth dedicated solely to the
customer's VoIP service, further enhancing call quality and preserving the
customer's existing bandwidth for other uses. However, these companies typically
have high capital expenditures and operating costs in connection with their
networks. In addition, depending on the structure of their VoIP networks, the
VoIP services provided by some of these companies can only be used from the
location at which the broadband line they provide is connected.

Like traditional telephone companies and cable companies offering VoIP services,
the Company also connects its VoIP traffic to the public switched telephone
network so that their customers can make and receive calls to and from non-VoIP
users. Unlike traditional telephone companies and cable companies, however,
alternative voice communications providers such as Teliphone do not own or
operate a private broadband network. Instead, the VoIP services offered by these
providers use the customer's existing broadband connection to carry call traffic
from the customer to their VoIP networks. These companies do not control the
"last mile" of the broadband connection, and, as a result, they have less
control over call quality than traditional telephone or cable companies do.
However, these companies have the operating advantage of low capital expenditure
requirements and operating costs.

Internet service providers generally offer or have announced intentions to offer
VoIP services principally on a PC-to-PC basis. These providers generally carry
their VoIP traffic for the most part over the public Internet, with the result
that VoIP services are often offered for free, but can only be used with other
users of that provider's services. Many of these providers offer a premium
service that allows customers to dial directly into a public switched telephone
network. In addition, while no special adapters or gateways are required, often
customers must use special handsets, headsets or embedded microphones through
their computers, rather than traditional telephone handsets.

Competition

The telecommunications industry is highly competitive, rapidly evolving and
subject to constant technological change and to intense marketing by different
providers of functionally similar services. Since there are few, if any,
substantial barriers to entry, except in those markets that have not been
subject to governmental deregulation, we expect that new competitors are likely
to enter our markets. Most, if not all, of our competitors are significantly
larger and have substantially greater market presence and longer operating
history as well as greater financial, technical, operational, marketing,
personnel and other resources than we do.

Our use of VoIP technology and our proprietary systems and products enables us
to provide customers with competitive pricing for telecommunications services.
Nonetheless, there can be no assurance that we will be able to successfully
compete with major carriers in present and prospective markets. While there can
be no assurances, we believe that by offering competitive pricing we will be
able to compete in our present and prospective markets.

                                       6
<PAGE>

We rely on specialized telecommunications and computer technology to meet the
needs of our consumers. We will need to continue to select, invest in and
develop new and enhanced technology to remain competitive. Our future success
will also depend on our operational and financial ability to develop information
technology solutions that keep pace with evolving industry standards and
changing client demands. Our business is highly dependent on our computer and
telephone equipment and software systems, the temporary or permanent loss of
which could materially and adversely affect our business.

The Company is provided its phone numbers and interconnection with the existing
public switched telephone network in Canada by Rogers Business Solutions. This
agreement was originally signed in 2004 under Teliphone's former parent company
United American Corporation and has since been updated to the current agreement
with Teliphone and Rogers Business Solutions signed on April 25th, 2006. In the
US and internationally, this service is provided by RNK Telecom Inc.

We are not dependent on a few major customers. Our largest Wholesale customer,
Dialek Telecom, currently produces less than 10% of our monthly revenues.

Existing and Probable Governmental Regulation

Overview of Regulatory Environment

Traditional telephone service has historically been subject to extensive federal
and state regulation, while Internet services generally have been subject to
less regulation. Because some elements of VoIP resemble the services provided by
traditional telephone companies, and others resemble the services provided by
Internet service providers, the VoIP industry has not fit easily within the
existing framework of telecommunications law and until recently, has developed
in an environment largely free from regulation.

The Federal Communications Commission, or FCC, the U.S. Congress and various
regulatory bodies in the states and in foreign countries have begun to assert
regulatory authority over VoIP providers and are continuing to evaluate how VoIP
will be regulated in the future. In addition, while some of the existing
regulation concerning VoIP is applicable to the entire industry, many rulings
are limited to individual companies or categories of service. As a result, both
the application of existing rules to us and our competitors and the effects of
future regulatory developments are uncertain.

Regulatory Classification of VoIP Services

On February 12, 2004, the FCC initiated a rulemaking proceeding concerning the
provision of VoIP and other services, and applications utilizing Internet
Protocol technology. As part of this proceeding, the FCC is considering whether
VoIP services like ours should be classified as information services, or
telecommunications services. We believe our service should be classified as
information services. If the FCC decides to classify VoIP services like ours as
telecommunications services, we could become subject to rules and regulations
that apply to providers of traditional telephony services. This could require us
to restructure our service offering or raise the price of our service, or could
otherwise significantly harm our business.

While the FCC has not reached a decision on the classification of VoIP services
like ours, it has ruled on the classification of specific VoIP services offered
by other VoIP providers. The FCC has drawn distinctions among different types of
VoIP services, and has concluded that some VoIP services are telecommunications
services while others are information services. The FCC's conclusions in those
proceedings do not determine the classification of our service, but they likely
will inform the FCC's decision regarding VoIP services like ours.

                                       7
<PAGE>

In Canada, the Canadian Radio-Television Commission (CRTC) is the regulating
body who has set guidelines that our subsidiary, Teliphone, must meet. These
guidelines center around 9-1-1 calling services and other services that are
normally available to subscribers of traditional telephony services. Teliphone
has met these requirements in its product offering.

An additional element of Canadian regulation is that the incumbent providers,
Bell Canada (Central and Eastern Canada) and Telus (Western Canada), who in 2004
controlled over 98% of the Business and Residential phone lines, are not able to
reduce their prices to meet the newly offered reduced price options of
independent VoIP and Cable phone companies. This regulation permitted
independents such as Teliphone to provide their VoIP phone service without fear
of anti-competitive activity by the incumbents. The CRTC has recently ruled that
they will permit the reduction of pricing by the incumbent carriers once a 25%
market share has been attained by the upstart phone service providers. Effective
March 2005, there is a penetration of 10% of phone services by up-start VoIP
providers. Teliphone views its long term strategy outside of just residential
phone service, through the availability of international phone numbers to global
clients, thereby creating an international product offering, a strategy that is
very different from the geographically limited incumbent carriers.

VoIP E-911 Matters

On June 3, 2005, the FCC released an order and notice of proposed rulemaking
concerning VoIP emergency services. The order set forth two primary requirements
for providers of "interconnected VoIP services" such as ours, meaning VoIP
services that can be used to send or receive calls to or from users on the
public switched telephone network.

First, the order requires us to notify our customers of the differences between
the emergency services available through us and those available through
traditional telephony providers. We also must receive affirmative acknowledgment
from all of our customers that they understand the nature of the emergency
services available through our service. Second, the order requires us to provide
enhanced emergency dialing capabilities, or E-911, to all of our customers by
November 28, 2005. Under the terms of the order, we are required to use the
dedicated wireline E-911 network to transmit customers' 911 calls, callback
number and customer-provided location information to the emergency authority
serving the customer's specified location.

Effective as of this filing, we have complied with all of these FCC
requirements.

International Regulation

The regulation of VoIP services is evolving throughout the world. The
introduction and proliferation of VoIP services have prompted many countries to
reexamine their regulatory policies. Some countries do not regulate VoIP
services, others have taken a light-handed approach to regulation, and still
others regulate VoIP services the same as traditional telephony. In some
countries, VoIP services are prohibited. Several countries have recently
completed or are actively holding consultations on how to regulate VoIP
providers and services. We primarily provide VoIP services internationally in
Canada.

Canadian Regulation

Classification and Regulation of VoIP Services.

The Telecommunications Act governs the regulation of providers of
telecommunications services in Canada. We are considered a telecommunications
service provider rather than a telecommunications common carrier.
Telecommunications service providers are subject to less regulation than
telecommunications common carriers, but do have to comply with various
regulatory requirements depending on the nature of their business.

                                       8
<PAGE>

On May 12, 2005, the Canadian regulator, the CRTC, stated that VoIP services
permitting users to make local calls over the public switched telephone networks
will be regulated by the same rules that apply to traditional local telephone
services. Because we are not a telecommunications common carrier, we will not be
subject to such regulation. Under the CRTC's decision, however, we are required
to register as a local VoIP reseller in order to obtain access to certain
services from other telecommunications providers.

The CRTC's May 12, 2005 decision provided that VoIP providers who are registered
as local VoIP resellers will be able to obtain numbers and portability from
Canadian local exchange carriers, but will not be able to obtain numbers
directly from the Canadian Numbering Administrator or to have direct access to
the local number portability database. The CRTC's decision also identified other
obligations of VoIP providers, such as contributing to a national service fund,
complying with consumer protection, data and privacy requirements, and providing
access for the disabled. The details of these requirements have been referred to
industry groups for further study. Certain aspects of the decision are the
subject of pending appeals by other Canadian VoIP providers. We do not know what
requirements will ultimately be imposed nor the potential cost that compliance
may entail. The CRTC found that it is technically feasible for VoIP providers to
support special services for hearing-impaired customers.

Effective the filing of this prospectus, we have complied with all CRTC
requirements.

Provision of 911 Services

On April 4, 2005, the CRTC released a ruling requiring certain providers of VoIP
services, like us, to provide interim access to emergency services at a level
comparable to traditional basic 911 services by July 3, 2005 or such later date
as the CRTC may approve on application by a service provider. Under the interim
solution adopted by the regulator for the provision of VoIP 911 services,
customers of local VoIP services who dial 911 will generally be routed to a call
center, where agents answer the call, verbally determine the location of the
caller, and transfer the call to the appropriate emergency services agency. VoIP
service providers are also required to notify their customers about any
limitations on their ability to provide 911 services in a manner to be
determined.

Since July 2005, Teliphone has complied with these regulations by partnering
with a PSAP (Primary Service Access Point) which serves to verify the customer
location and forward the call to the respective Municipal 9-1-1 center for
assistance. This service therefore permits Teliphone's customers to have access
to 9-1-1 services irrespective of their physical location, anywhere in the
Continental US & Canada. This service is of significance as VoIP permits
customers to utilize their phone anywhere a high-speed internet connection
exists and can therefore be located outside of their local city when requiring
9-1-1 services.

Other Foreign Jurisdictions

Our operations in foreign countries must comply with applicable local laws in
each country we serve. The communications carriers with which we associate in
each country is licensed to handle international call traffic, and takes
responsibility for all local law compliance. For that reason we do not believe
that compliance with the laws of foreign jurisdictions will affect our
operations or require us to incur any significant expense

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<PAGE>

Patents and Trade Secrets

We do not currently hold any patents, trademarks, licenses, franchises,
concessions or royalty agreements.

Employees

The company has seven full time employees and two additional part-time
employees.

ITEM 2.  PROPERTIES

The Company's executive offices are currently located at 4150 Ste-Catherine
Street West, suite 200, Montreal, PQ, Canada, H3Z 0A1. The 1000 square foot
office space is rented at a base rent of $2,500 per month however this is
supplied by Intelco Communication as part of the July 2006 agreement for
investment in Teliphone Inc. by Intelco Communications and 3908913 Canada Inc.
As a result, from August 1, 2006 to July 31, 2007, The Company will not be
required to actually pay the rental fee, as it represents part of the investment
by 3908913 and Intelco into Teliphone Inc's working capital requirements. In
addition, under agreement with Peer 1 Networks, a data center and co-location
facility, we rent 2 cabinets of space for our main telecommunications network
equipment located at 1080 Beaver Hall, suite 1512, Montreal, PQ, Canada H2Z 1S2.

ITEM 3.  LEGAL PROCEEDINGS

During the past five years, none of the following occurred with respect to a
present or former director or executive officer of the Company: (1) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (2) any conviction in a criminal proceeding
or being subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses); (3) being subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of any competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in
a civil action), the SEC or the commodities futures trading commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

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

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

Not applicable.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

At present, our securities are not traded publicly. There is no assurance that a
trading market will develop, or, if developed, that it will be sustained. A
purchaser of shares may, therefore, find it difficult to resell the securities
offered herein should he or she desire to do so when eligible for public resale.
Furthermore, the shares are not marginable and it is unlikely that a lending
institution would accept our common stock as collateral for a loan. Pursuant to
this registration statement, we propose to publicly offer a minimum of 2,000,000
shares and a maximum of 20,000,000 shares.

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<PAGE>

Effective April 28, 2005, the Company effected the reverse merger and
reorganization with Teliphone Inc., a Canadian company. As OSK Capital II, Corp.
was a blank check company 3,426,000 shares will be eligible for resale under
rule 144 on April 28, 2006, one year from the date of the merger with OSK.

As of December 18th, 2006 there were sixty-six (66) holders of record of our
common stock. It must be noted that the majority stockholder, United American
Corporation, holds 25,737,956 of the 33,554,014 outstanding shares of the
company. Effective October 30, 2006. United American Corporation has spun-off
its holdings in Teliphone Corp. United American Corporation Shareholders will
receive their Teliphone Corp. share certificates (and the shareholders of record
recorded with the transfer agent) in December, 2006 and January, 2007. This will
increase the shareholder base by four hundred and fifteen (415) bringing the
total holders to four hundred and eighty-one (481).

Transfer Agent

Mountain Share Transfer, ATT: Beth Powell, 1625 Abilene Drive, Broomfield,
Colorado 80020

Dividends

We have never paid a cash dividend on our common stock. The payment of dividends
may be made at the discretion of our board of directors and will depend upon,
among other things, our operations, capital requirements, and overall financial
condition.

We do not anticipate paying cash dividends on our common shares in the
foreseeable future. We may not have enough funds to legally pay dividends. Even
if funds are legally available to pay dividends, we may nevertheless decide in
our sole discretion not to pay dividends.

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

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

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

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<PAGE>

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.

Results of Operations

Fiscal Year End September 30, 2006

On The Company's balance sheet as of September 30, 2006, the Company had assets
consisting of accounts receivable in the amount of $25,712, income tax
receivable (Canadian Research and Development Tax credits) of $14,676, inventory
of $11,034 and prepaid expenses of 125,279, 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, 2006 reflects a deficit accumulated of ($1,414,778) and a
stockholders deficit of ($668,912).

The Company recorded sales of $440,804 for the year ended September 30, 2006 as
compared to $183,253 for the year ended September 30, 2005. This revenue was
derived from the sale of $372,248 of VoIP hardware and services to Residential
and Business Retail clients and $68,556 VoIP hardware and services to Wholesale
customers. For the year ended September 30, 2005, all revenues were attributed
to Retail Clients.

The Company's cost of sales were $545,712 for the year ended September 30, 2006
compared to $465,629 for the year ended September 30, 2005, primarily as a
consequence of an increase in sales and related costs, specifically the cost of
managing higher levels of traffic over our telecommunications network. The
Company's aggregate operating expenses were $655,860 for the year ended
September 30, 2005 compared to $397,643 for the year ended September 30, 2005.
As a result, the Company had a net loss of ($668,374) for the year ended
September 30, 2006 (when considering a minority interest of $25,484) compared to
a net loss of ($691,390) for the year ended September 30, 2005.

Plan of Operations and Need for Additional Financing

The Company's plan of operations for most of 2007 and 2008 is to build a
subscriber base of retail customers who purchase telecommunications services on
a monthly basis, as well as wholesale technology and telecommunications
solutions to Tier 1 & Tier 2 telecommunications companies.

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. The majority of these funds have been repaid through the issuance
of common stock of the Company at the current offering price. As a result,
$424,831 of debt has been converted to equity leaving a total debt of $341,297
effective September 30, 2006. $300,000 remaining on the loan has become interest
bearing at 12% per annum, payable monthly with a maturity date of August 1,
2009. The balance, $41,297 are non-interest bearing loans and will be repaid to
United American Corp. as part of the proceeds of the offering of this
prospectus. (See "Use of Proceeds"). 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.

                                       12
<PAGE>

Liquidity and Capital Resources

For the year ended September 30, 2006:

The Company used $316,303 in operating activities in 2006 compared to $652,515
in 2005. This change was attributable in large part to the increased
expenditures to maintain our telecommunications network and related maintenance
of its operation.

The Company used cash in investing activities of $855 compared to $75,450 used
in 2005. This change was attributable to the Company's acquisition of
telecommunications equipment in order to operate its services in 2005 that were
not required to purchase again in 2006.

The Company had net cash provided by financing activities of $408,747 in 2006
compared to $697,917 in 2005. This change was primarily attributable to the
receipt of advances from its parent company, United American Corporation.

In pursuing its business strategy, the Company may require additional cash for
operating and investing activities. The Company expects future cash
requirements, if any to be funded from operating cash flow and cash flow from
financing activities.

The Company has undertaken a private placement of 20,000,000 of its shares of
common stock at $0.25 per share. The Company anticipates proceeds of this
offering to be approximately $4,750,000 after the payment of closing costs of
approximately $250,000.

The Company anticipates utilizing these proceeds to continue to pursue and carry
out its business plan, which includes marketing programs aimed at the promotion
of the Company's services, hiring additional staff to distribute and find
additional distribution channels, search for additional companies to bring under
the corporate umbrella and enhance the current services the Company is
providing, and compliance with Sarbanes - Oxley Section 404."


The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has suffered recurring losses from
operations and at September 30, 2006 and 2005 had working capital deficits as
noted above. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Critical Accounting Policies and Estimates

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

                                       13
<PAGE>

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 123 R (As amended) Accounting for Stock-Based Compensation. This statement
is a revision of FASB Statement No 123 and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods and
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods and services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. For public entities that are not small business issuers, the
implementation of this Statement is required as of the beginning of the first
interim or annual reporting period after June 15, 2005. For public entities that
are small business issuers, the implementation of this Statement, is required as
of the beginning of the first interim or annual reporting period after December
18, 2005. Management is required to implement this Statements beginning in
fiscal year beginning on January 1, 2006 and they are currently evaluating the
impact of implementation of this Statement on the Company.

Use of Estimates

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

Inventories

Inventories are stated at the lower of cost to purchase and/or manufacture the
inventory or the current estimated market value of the inventory. We regularly
review our inventory quantities on hand and record a provision for excess and
obsolete inventory based primarily on our estimated forecast of product demand
and/or our ability to sell the products and production requirements. Demand for
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 years ended
September 30, 2006 and 2005, the Company recorded approximately ($63,351) and
$44,197 in transaction gains (losses) as a result of currency translation.

                                       14
<PAGE>

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 $4,619 at
September 30, 2006.

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

Income Taxes

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

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 $14,676 for the year ended September 30, 2006.

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 accounts, Teliphone, Inc.
sells hardware without service, or service without the hardware, failing to
segregate their business.

                                       15
<PAGE>

Risk Factors

In addition to the risks listed below, risks and uncertainties not presently
foreseeable to us may also impair our business operations. If any of the
following risks actually occurs, our business, financial condition or operating
results could be materially adversely affected. In such case, the trading of our
common stock, once established, could decline, and you may lose all or part of
your investment.

Risks Related To Our Financial Condition

We Have a Limited Operating History with Losses and Expect Losses to Continue
for at Least the Next Fiscal Year Ending September 30, 2007. Should we continue
to incur losses for a significant amount of time, the value of your investment
in the common shares will be affected, and you could even lose your entire
investment.

We have been unprofitable since our inception and have incurred losses. Our
accumulated deficit since inception on August 27, 2004 to September 30, 2006 was
$1,414,778 and the Company had a net loss of $668,374 for the year ended
September 30, 2006. These losses have resulted principally from costs incurred
in our research and development programs, our general and administrative costs
and our telecommunications network overhead costs. We have started to derive
revenues from product and service sales in the last 12 months of operations.
However, profitability is not being considered for the foreseeable future and is
only expected for the fiscal year ending September 30, 2008.

Risks Related To Our Business

Decreasing market prices for our products and services may cause us to lower our
prices to remain competitive, which could delay or prevent our future
profitability.

Currently, our prices are lower than those of many of our competitors for
comparable services. However, market prices for local calling and international
long distance calling have decreased significantly over the last few years, and
we anticipate that prices will continue to decrease. Users who select our
service offerings to take advantage of our prices may switch to another service
provider as the difference between prices diminishes or disappears. In this
instance, we may be unable to use our price as a distinguishing feature to
attract new customers in the future. Such competition or continued price
decreases may require us to lower our prices to remain competitive, may result
in reduced revenue, a loss of customers, or a decrease in our subscriber line
growth and may delay or prevent our future profitability.

If VoIP technology fails to gain acceptance among mainstream consumers, our
ability to grow our business will be limited, which could affect the
profitability of our business.

The market for VoIP services has only recently begun to develop and is rapidly
evolving. We currently generate all of our revenue from the sale of VoIP
services and related products to residential, small office or home office
customers and wholesale partners. For our current residential user base, a
significant portion of our revenue currently is derived from consumers who are
early adopters of VoIP technology. However, in order for our business to
continue to grow and to become profitable, VoIP technology must gain acceptance
among mainstream consumers, who tend to be less technically knowledgeable and
more resistant to new technology or unfamiliar services. Because potential VoIP
customers need to connect additional hardware at their location and take other
technical steps not required for the use of traditional telephone service,
mainstream consumers may be reluctant to use our service. If mainstream
consumers choose not to adopt our technology, our ability to grow our business
will be limited.

                                       16
<PAGE>

Certain aspects of our service are not the same as traditional telephone
service, which may limit the acceptance of our services by mainstream consumers
and our potential for growth which could affect the profitability and operations
of our business.

Certain aspects of our service are not the same as traditional wireline
telephone service. Our continued growth is dependent on the adoption of our
services by mainstream customers, so these differences are becoming increasingly
important. For example:

Our customers may experience lower call quality than they are used to from
traditional wireline telephone companies, including static, echoes, dropped
calls and delays in transmissions;

In the event of a power loss or Internet access interruption experienced by a
customer, our service is interrupted. Unlike some of our competitors, we have
not installed batteries at customer premises to provide emergency power for our
customers' equipment if they lose power, although we do have backup power
systems for our network equipment and service platform.

Our emergency and new E-911 calling services are different from those offered by
traditional wireline telephone companies and may expose us to significant
liability.

If one of our customers experiences a broadband or power outage, or if a network
failure were to occur, the customer will not be able to reach an emergency
services provider which could increase the expenses and reduce the revenues of
our business.

The delays our customers encounter when making emergency services calls and any
inability of the answering point to automatically recognize the caller's
location or telephone number can have devastating consequences. Customers have
attempted, and may in the future attempt, to hold us responsible for any loss,
damage, personal injury or death suffered as a result. Some traditional phone
companies also may be unable to provide the precise location or the caller's
telephone number when their customers place emergency calls. However,
traditional phone companies are covered by legislation exempting them from
liability for failures of emergency calling services and we are not. This
liability could be significant. In addition, we have lost, and may in the future
lose, existing and prospective customers because of the limitations inherent in
our emergency calling services. Any of these factors could cause us to lose
revenues, incur greater expenses or cause our reputation or financial results to
suffer.

Flaws in our technology and systems could cause delays or interruptions of
service, damage our reputation, cause us to lose customers and limit our growth
which could affect the profitability and operations of our business.

Our Company has invested in the research and development of our VoIP
telecommunications technology which permits the control, forwarding, storing and
billing of phone calls made or received by our customers. This technology has
been developed by our employees and consultants and is owned entirely by our
Company. The calls are transmitted over our network to the Public Switched
Telephone Network (PSTN), that is, the traditional wireline network that links
all telephone devices around the world. Our network consists of leased bandwidth
from numerous telecommunications and internet service providers. Bandwidth is
defined as the passage of the call over the internet. The configuration of our
technology together with this leased bandwidth and the telecommunications and
computer hardware required for our services to function is proprietary to our
company. We do not own any fibre optic cabling or other types of physical data
and voice transmission links, we lease dedicated capacity from our suppliers.

                                       17
<PAGE>

Although we have designed our service network to reduce the possibility of
disruptions or other outages, our service may be disrupted by problems with our
technology and systems, such as malfunctions in our software or other
facilities, and overloading of our network. Our customers have experienced
interruptions in the past, and may experience interruptions in the future as a
result of these types of problems. Interruptions have in the past, and may in
the future, cause us to lose customers and sometimes require us to offer
substantial customer credits, which could adversely affect our revenue and
profitability.

Our ability to provide our service is dependent upon third-party facilities and
equipment, the failure of which could cause delays or interruptions of our
service, damage our reputation, cause us to lose customers and limit our growth
which could affect the future growth of our business.

Our success depends on our ability to provide quality and reliable service,
which is in part dependent upon the proper functioning of facilities and
equipment owned and operated by third parties and is, therefore, beyond our
control. Unlike traditional wireline telephone service or wireless service, our
service requires our customers to have an operative broadband Internet
connection and an electrical power supply, which are provided by the customer's
Internet service provider and electric utility company, respectively, not by us.
The quality of some broadband Internet connections may be too poor for customers
to use our services properly. In addition, if there is any interruption to a
customer's broadband Internet service or electrical power supply, that customer
will be unable to make or receive calls, including emergency calls, using our
service. We also outsource several of our network functions to third-party
providers. For example, we outsource the maintenance of our regional data
connection points, which are the facilities at which our network interconnects
with the public switched telephone network. If our third-party service providers
fail to maintain these facilities properly, or fail to respond quickly to
problems, our customers may experience service interruptions. Our customers have
experienced such interruptions in the past and will experience interruptions in
the future. In addition, our new E-911 service is currently dependent upon
several third-party providers. Interruptions in service from these vendors could
cause failures in our customers' access to E-911 services. Interruptions in our
service caused by third-party facilities have in the past caused, and may in the
future, cause us to lose customers, or cause us to offer substantial customer
credits, which could adversely affect our revenue and profitability. If
interruptions adversely affect the perceived reliability of our service, we may
have difficulty attracting new customers and our brand, reputation, and growth
will be negatively impacted.

If we are unable to improve our process for local number portability
provisioning, our growth may be negatively impacted which could affect the
profitability and operations of our business.

We support local number portability for our customers which allows our customers
to retain their existing telephone numbers when subscribing to our services.
Transferring numbers is a manual process that in the past has taken us 20
business days or longer. Although we have taken steps to automate this process
to reduce the delay, a new customer must maintain both service and the
customer's existing telephone service during the transferring process. By
comparison, transferring wireless telephone numbers among wireless service
providers generally takes several hours, and transferring wireline telephone
numbers among traditional wireline service providers generally takes a few days.
The additional delay that we experience is due to our reliance on the telephone
company from which the customer is transferring and to the lack of full
automation in our process. Further, because we are not a regulated
telecommunications provider, we must rely on the telephone companies, over whom
we have no control, to transfer numbers.

As a result of being a public company, we will incur increased costs that may
place a strain on our resources or divert our management's attention from other
business concerns.

As a public company, we will incur additional legal, accounting, and other
expenses that we do not incur as a private company. The Exchange Act will
require us to file annual, quarterly and current reports with respect to our
business and financial condition, which will require us to incur legal and
accounting expenses. The Sarbanes-Oxley Act will require us to maintain
effective disclosure controls and procedures and internal controls for financial
reporting. In order to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting,
significant resources and management oversight will be required. We expect the
corporate governance rules and regulations of the SEC and the NASD will increase
our legal and financial compliance costs and make some activities more time
consuming and costly. These requirements may place a strain on our systems and
resources and may divert our management's attention from other business
concerns, which could have a material adverse effect on our business, financial
condition and results of operations. In addition, we are hiring, and will
continue to hire, additional legal, accounting, and financial staff with
appropriate public company experience and technical accounting knowledge, which
will increase our operating expenses in future periods.

                                       18
<PAGE>

We also expect these rules and regulations to make it more difficult and more
expensive for us to obtain director and officer liability insurance, and we may
be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more
difficult for us to attract and retain qualified persons to serve on our board
of directors or as executive officers.

Because much of our potential success and value lies in our use of internally
developed systems and software, if we fail to protect them, it could negatively
affect us could affect the profitability and operations of our business.

Our ability to compete effectively is dependent in large part upon the
maintenance and protection of internally developed systems and software. While
we have several pending patent applications, we cannot patent much of the
technology that is important to our business. In addition, our pending patent
applications may not be successful. To date, we have relied on copyright,
trademark and trade secret laws, as well as confidentiality procedures and
licensing arrangements, to establish and protect our rights to our technology.
We typically enter into confidentiality or license agreements with our
employees, consultants, customers and vendors in an effort to control access to,
and distribution of, technology, software, documentation and other information.
Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use this technology without authorization.

Policing unauthorized use of this technology is difficult. The steps we take may
not prevent misappropriation of the technology we rely on. In addition,
effective protection may be unavailable or limited in some jurisdictions outside
the United States and Canada. Litigation may be necessary in the future to
enforce or protect our rights, or to determine the validity and scope of the
rights of others. That litigation could cause us to incur substantial costs and
divert resources away from our daily business, which in turn could materially
adversely affect our business.

Our most significant market segment, that is TeliPhone VoIP services, requires
an operative broadband connection. If the adoption of broadband does not
progress as expected, the market for our services will not grow and we may not
be able to develop our business and increase our revenue.

Use of our service requires that the user be a subscriber to an existing
broadband Internet service, most typically provided through a cable or digital
subscriber line, or DSL, connection. Although the number of broadband
subscribers worldwide has grown significantly over the last five years, this
service has not yet been adopted by a majority of consumers. If the adoption of
broadband services does not continue to grow, the market for our services may
not grow. As a result, we may not be able to increase our revenue and become
profitable.

                                       19
<PAGE>

Future new technologies could have a negative effect on our businesses.

VoIP technology, which our business is based upon, did not exist and was not
commercially viable until relatively recently. VoIP technology is having a
disruptive effect on traditional telephone companies, whose businesses are based
on other technologies. We also are subject to the risk of future disruptive
technologies. If new technologies develop that are able to deliver competing
voice services at lower prices, better or more conveniently, it could have a
material adverse effect on us.

Risks Related to Regulation

Regulation of VoIP services is developing and therefore uncertain, and future
legislative, regulatory, or judicial actions could adversely impact our business
and expose us to liability and could affect the profitability and operations of
our business.

Our business has developed in an environment largely free from government
regulation. However, the United States and other countries have begun to assert
regulatory authority over VoIP and are continuing to evaluate how VoIP will be
regulated in the future. Both the application of existing rules to us and our
competitors and the effects of future regulatory developments are uncertain.

Future legislative, judicial, or other regulatory actions could have a negative
effect on our business. If we become subject to the rules and regulations
applicable to telecommunications providers in individual states, we may incur
significant litigation and compliance costs, and we may have to restructure our
service offerings, exit certain markets, or raise the price of our services, any
of which could cause our services to be less attractive to customers. In
addition, future regulatory developments could increase our cost of doing
business and limit our growth.

Our international operations are also subject to regulatory risks, including the
risk that regulations in some jurisdictions will prohibit us from providing our
services cost-effectively, or at all, which could limit our growth. Currently,
there are several countries where regulations prohibit us from offering service.
In addition, because customers can use our services almost anywhere that a
broadband Internet connection is available, including countries where providing
VoIP services is illegal, the governments of those countries may attempt to
assert jurisdiction over us, which could expose us to significant liability and
regulation.

Telecommunications is a Regulated Industry, Particularly in Canada, the Main
Market Segment of our Business, and Future Regulation May Impede us from
Achieving the Necessary Market Share to Succeed.

The current regulated environment in North America is extremely favorable for
new, start-up companies, to enter the marketplace with new and innovative
technologies and value added services. In Canada, our principal market, the
telecommunications regulator, Canadian-Radio and Telecommunications Commission
(CRTC), has regulated the incumbent Telecommunications companies such that they
cannot reduce their elevated pricing for residential phone service. This
regulation has provided us with a competitive advantage to sell our products and
acquire customers from the incumbents. However, the CRTC has decided that once
they feel that adequate competition is present in the Canadian market, and that
start-ups, such as our company, have achieved a significant market presence,
they will lift the regulation, allowing the incumbent Telecommunications
companies to similarly lower their prices. This will slow the growth of the
acquisition of customers. We plan to mitigate this risk by continuously offering
further innovation and value-added services to our customers, however, the risk
is that we do not develop and test these within the time allotted and our growth
rates decrease.

The success of our business relies on customers' continued and unimpeded access
to broadband service. Providers of broadband services may be able to block our
services, or charge their customers more for using our services in addition to
the broadband, which could adversely affect our revenue and growth.

                                       20
<PAGE>

Our customers must have broadband access to the Internet in order to use our
service. In the case of the Canadian market, our principal market, the Canadian
Radio-Television Telecommunications Commission (CRTC) has ordered that Internet
Service Providers and Incumbent Exchange Carriers have a legal obligation as per
Order 2000-789 to provide their services without interference to other service
providers in conjunction with to section 27(2) of the Telecommunications Act.

However, anti-competitive behavior in our market can still occur. For example, a
Canadian cable provider recently began offering an optional Cdn$10 per month
"quality of service premium" to customers who use third-party VoIP services over
its facilities. However, customers who purchase VoIP services directly from this
cable provider are not required to pay this additional fee. Based on this
example, some providers of broadband access may take measures that affect their
customers' ability to use our service, such as degrading the quality of the data
packets we transmit over their lines, giving those packets low priority, giving
other packets higher priority than ours, blocking our packets entirely, or
attempting to charge their customers more for also using our services.

It is not clear whether suppliers of broadband Internet access have a legal
obligation to allow their customers to access and use our service without
interference in the US. As a result of recent decisions by the U.S. Supreme
Court and the FCC, providers of broadband services are subject to relatively
light regulation by the FCC. Consequently, federal and state regulators might
not prohibit broadband providers from limiting their customers' access to VoIP,
or otherwise discriminating against VoIP providers. Interference with our
service or higher charges for using our service as an additional service to
their broadband could cause us to lose existing customers, impair our ability to
attract new customers, and harm our revenue and growth.

If we fail to comply with FCC and CRTC regulations such as requiring us to
provide E-911 emergency calling services, we may be subject to fines or
penalties, which could include disconnection of our service for certain
customers or prohibitions on marketing of our services and accepting new
customers in certain areas.

The FCC released an order on June 3, 2005 requiring us to notify our customers
of any differences between our emergency calling services and those available
through traditional telephone providers and obtain affirmative acknowledgments
from our customers of those notifications. We complied with this order by
notifying all of our US customers of the differences in emergency calling
services and we obtained affirmative acknowledgments from most of our customers.
We had a limited number of US customers at the time (<20). New customers
activated after this date are well aware of the limitations of our 9-1-1
services as it is clearly listed in our Service Agreement.

In July of 2005, the CRTC required us to offer enhanced emergency calling
services, or E-911. The FCC followed suit with a deadline of November 28, 2005.
The requirement meant that we had to offer enhanced emergency calling services,
or E-911, to all of our customers located in areas where E-911 service is
available from their traditional wireline telephone company. E-911 service
allows emergency calls from our customers to be routed directly to an emergency
dispatcher in a customer's registered location and gives the dispatcher
automatic access to the customer's telephone number and registered location
information. We complied with both these requirements through our agreement with
Northern Communications Inc., which calls for Northern Communications to provide
and operate a 9-1-1 dispatch center for caller address verification and call
transfer to the emergency services department closest to the customer's location
on behalf of the Company.

While we have complied with all the current requirements imposed by both the FCC
and the CRTC, we cannot guarantee that we will be capable of compliance with
future requirements. We anticipate that the FCC and the CRTC will continue to
impose new requirements due to the evolving nature of our industry's technology
and usage. The result of non-compliance will have an adverse effect on our
ability to continue to operate in our current markets, therefore we would lose
existing customers, impair our ability to attract new customers, and harm our
revenue and growth.

                                       21
<PAGE>

The Level of Competition is Increasing at a Fast Rate due to the Relative Low
Barriers to Entry and Anticipated Market Growth over the Next 5 Years could
affect the profitability and operations of our business.

Land-based telecommunications technology has not evolved considerably over the
past 125 years. However, the breakthrough of standardized, internet-based
communications is revolutionizing the entire industry. In the past, significant
investments were required in order to construct the infrastructure required for
telecommunications, however, now that the infrastructure is in place, smaller
investments are required in order to successfully transmit a voice call using
Internet data transfer and sharing protocols. A new entry, for as little as
$100,000, could purchase the necessary equipment in order to make such a voice
call function. As of the date of the filing of this prospectus, numerous smaller
players have entered the market already. VoIP Action, a leading market research
company following the VoIP industry, reports that there are currently 379 VoIP
residential providers and 439 Small business VoIP providers in North America.
(VoIP North America Director, VoIPAction, 2006). While barriers to entry to the
marketplace exist including the requirement of further investment to build a
successful company around the technology, the data from VoIP Action suggests
that competition is increasing significantly. This increase can result in price
erosion pricing, which could contribute to the reduction of profitability and
growth of the company. While numerous providers have entered the market, we have
not yet seen as yet pricing erosion in our market segments, however, this will
be a factor over the next 3-4 years.

We Are Exposed To Potential Liability Claims, And Our Insurance Against These
Claims May Not Be Sufficient To Protect Us

Professional liability is coverage specifically tailored to the delivery of our
phone services to the end user. For example, a customer whose phone service is
not functional due to a service outage may sue us for damages related to the
customer's inability to make or receive a phone call (such as inability to call
9-1-1). Professional liability insurance exists to cover the Company for any
costs associated with the legal defence, or any penalties awarded to the
plaintiff in such cases.

Our business exposes us to potential professional liability which is prevalent
in the telecommunications industry. While we have adequate service level
agreements which indicate that we cannot guarantee 100% up time, these service
level agreements cannot guarantee that we will not be sued for damages. The
company currently has no specific product liability insurance. The company's
current insurance policies cover theft and liability in our offices only. The
company intends to purchase professional liability insurance which will help to
defray costs to the company for defense against damage claims. There can be no
assurance that the coverage the commercial general liability insurance policy
provides will be adequate to satisfy all claims that may arise. Regardless of
merit or eventual outcome, such claims may result in decreased demand for a
product, injury to our reputation and loss of revenues. Thus, a product
liability claim may result in losses that could be material.

                                       22
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
                        CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                           Pages

Report of Independent Registered Public Accounting Firm                        2

Consolidated Balance Sheet as of September 30, 2006                            3

Consolidated Statements of Operations and Comprehensive Income (Loss)
   for the Years Ended  September 30, 2006 and 2005                            4

Consolidated Statement of Changes in Stockholders' Deficit for the Years
   Ended September 30, 2006 and 2005                                           6

Consolidated Statements of Cash Flows for the Years Ended
   September 30, 2006 and 2005                                                 5

Notes to Consolidated Financial Statements                                     7

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Teliphone Corp.
(formerly OSK Capital II Corporation)
Montreal, Quebec CANADA

I have audited the accompanying consolidated balance sheet of Teliphone Corp.
(formerly OSK Capital II Corporation) (the "Company") as of September 30, 2006
and the related consolidated statements of operations, changes in stockholders'
(deficit), and cash flows for the years ended September 30, 2006 and 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 audits.

I conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the 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 audits provide a reasonable
basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Teliphone Corp. (formerly OSK Capital II Corporation) as of September 30, 2006,
and the results of its consolidated statements of operations, changes in
stockholders' (deficit), and cash flows for the years ended September 30, 2006
and 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
December 8, 2006

                                       2
<PAGE>

                              TELIPHONE CORPORATION
                      (FORMERLY OSK CAPITAL II CORPORATION)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2006


                                     ASSETS

                                                                         US $

Current Assets:
  Cash and cash equivalents                                         $         -
  Accounts receivable, net                                               25,712
  Investment tax credit receivable                                       14,676
  Inventory                                                              11,034
  Prepaid expenses and other current assets                             125,279
                                                                    -----------

    Total Current Assets                                                176,701
                                                                    -----------

  Fixed assets, net of depreciation                                     100,707
                                                                    -----------

TOTAL ASSETS                                                        $   277,408
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
  Bank overdraft                                                    $     7,667
  Deferred revenue                                                        8,290
  Related party loans and advances                                      480,655
  Liability for stock to be issued                                      165,000
  Accounts payable and accrued expenses                                 155,028
                                                                    -----------

      Total Current Liabilities                                         816,640
                                                                    -----------

      Total Liabilities                                                 816,640
                                                                    -----------


Minority interest                                                       129,680
                                                                    -----------


STOCKHOLDERS' (DEFICIT)
  Common stock, $.001 Par Value;
    125,000,000 shares authorized
    and 32,893,843 shares issued and outstanding                         32,894
  Additional paid-in capital                                            733,816
  Accumulated deficit                                                (1,414,778)
  Accumulated other comprehensive income (loss)                         (20,844)
                                                                    -----------

      Total Stockholders' (Deficit)                                    (668,912)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                       $   277,408
                                                                    ===========

                                       3
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

                                                               US$
                                                       2006           2005
                                                   ------------    ------------

OPERATING REVENUES
  Revenues                                         $    440,804    $    183,253
                                                   ------------    ------------

COST OF REVENUES

  Inventory, beginning of period                         32,468          25,134

  Purchases and cost of VoIP services                   433,278         472,963

  Inventory, end of period                              (11,034)        (32,468)
                                                   ------------    ------------

       Total Cost of Revenues                           454,712         465,629
                                                   ------------    ------------


GROSS (LOSS)                                            (13,908)       (282,376)
                                                   ------------    ------------

OPERATING EXPENSES

   Selling and promotion                                 16,960         130,924

   Administrative wages                                  31,250          11,875

   Research and development wages                       120,531         116,896

   Professional and consulting fees                     278,429          67,169

   Other general and administrative expenses            146,026          47,228

   Depreciation                                          62,664          23,551
                                                   ------------    ------------

       Total Operating Expenses                         655,860         397,643
                                                   ------------    ------------


LOSS BEFORE OTHER INCOME (EXPENSE)                     (669,768)       (680,019)

OTHER INCOME (EXPENSE)

   Loss on disposal of fixed assets                      (1,654)              -

   Interest expense                                     (22,436)        (11,371)
                                                   ------------    ------------

       Total Other Income (Expense)                     (24,090)        (11,371)
                                                   ------------    ------------

NET LOSS BEFORE MINORITY INTEREST AND

  PROVISION FOR INCOME TAXES                           (693,858)       (691,390)

Minority interest                                        25,484               -
                                                   ------------    ------------


NET LOSS BEFORE PROVISION FOR INCOME TAXES             (668,374)       (691,390)

Provision for Income Taxes                                    -               -
                                                   ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES               $   (668,374)   $   (691,390)
                                                   ============    ============

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

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                               31,287,254      28,560,882
                                                   ============    ============


COMPREHENSIVE INCOME (LOSS)
     Net loss                                      $   (668,374)   $   (691,390)
     Other comprehensive income (loss)

         Currency translation adjustments               (63,351)         44,197
                                                   ------------    ------------
Comprehensive income (loss)                        $   (731,725)   $   (647,193)
                                                   ============    ============

                                       4
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

                                                               US$
                                                        2006          2005
                                                    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                         $  (668,374)   $  (691,390)
                                                    -----------    -----------

   Adjustments to reconcile net loss to net
     cash used in operating activities:

     Depreciation                                        62,664         23,551

     Common stock issued for services                    26,250              -

     Loss on disposal of fixed assets                     1,654              -

     Provision for bad debts                             (2,645)         7,264
  Changes in assets and liabilities
     (Increase) decrease in accounts receivable          39,996        (64,067)

     (Increase) decrease in investment
        tax credit receivable                             1,826        (16,502)

     (Increase) decrease in inventory                    21,434         (7,334)
     (Increase) decrease in prepaid
        expenses and other current assets                21,705        (22,621)

     Increase in deferred revenues                        8,290              -

     Increase in liability for stock to be issued       165,000              -
     Increase in accounts payable and

       and accrued expenses                               5,897        118,584
                                                    -----------    -----------

     Total adjustments                                  352,071         38,875
                                                    -----------    -----------

     Net cash (used in) operating activities           (316,303)      (652,515)
                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Acquisitions of fixed assets                            (855)       (75,450)
                                                    -----------    -----------


      Net cash (used in) investing activities              (855)       (75,450)
                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES

    Increase in bank overdraft                              523          7,144

    Proceeds from loan payable                                -          4,374
    Proceeds from loan payable -
      related parties, net                              408,224        354,639

    Proceeds from convertible debentures                      -        331,760
                                                    -----------    -----------

       Net cash provided by financing activities        408,747        697,917
                                                    -----------    -----------


Effect of foreign currencies                            (91,589)        30,048
                                                    -----------    -----------

NET INCREASE (DECREASE) IN

    CASH AND CASH EQUIVALENTS                                 -              -

CASH AND CASH EQUIVALENTS -

    BEGINNING OF YEAR                                         -              -
                                                    -----------    -----------

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

CASH PAID DURING THE YEAR FOR:
    Interest expense                                $    11,993    $    10,345
                                                    ===========    ===========

SUPPLEMENTAL NONCASH INFORMATION:

    Equipment acquired from
      related party loan payable                    $         -    $   104,500
                                                    ===========    ===========
    Conversion of debentures into
                                                    $         -    $   331,760
                                                    ===========    ===========
    Conversion of related party debt
      into shares of common stock                   $   421,080    $         -
                                                    ===========    ===========
    Prepaid expenses for investment
      in Telephone, Inc., net                       $   124,363    $         -
                                                    ===========    ===========

                                       5
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                           US$
                                                                                        Accumulated
                                                                                           Other
                                                            Additional                  Comprehenisve
                                      Common Stock           Paid-in      Accumulated      Income
                                  Shares       Amount        Capital        Deficit        (Loss)          Total
                               -----------   -----------   -----------    -----------    -----------    -----------
<S>               <C> <C>       <C>          <C>           <C>            <C>            <C>            <C>
Balance September 30, 2004      27,010,000   $    27,010   $   (26,931)   $   (29,530)   $    (1,690)   $   (31,141)

Recapitalization                 3,416,000         3,416       (15,875)             -              -        (12,459)

Common stock issued
 in conversion of debentures       663,520           664       331,096              -              -        331,760

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

Prior period adjustment                  -             -             -              -         82,350         82,350
                               -----------   -----------   -----------    -----------    -----------    -----------

Net loss for the year,
 as restated                             -             -             -       (691,390)        44,197       (647,193)
                               -----------   -----------   -----------    -----------    -----------    -----------

Balance September 30, 2005      31,089,520        31,090       288,290       (720,920)        42,507       (359,033)

Common stock issued
 for services                      105,000           105        26,145              -              -         26,250

Common stock issued
 in conversion of debt           1,699,323         1,699       419,381              -              -        421,080

Net loss for the year                    -             -             -       (693,858)       (63,351)      (757,209)
                               -----------   -----------   -----------    -----------    -----------    -----------

                                32,893,843   $    32,894   $   733,816    $(1,414,778)   $   (20,844)   $  (668,912)
                               ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

                                       6
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
                   NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2006 AND 2005

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

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

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

      Prior to its acquisition by the Company, Teliphone Inc. had grown
      primarily in the Province of Quebec, Canada through the sale of its
      product offering in retail stores and over the internet. For this
      distribution channel, the Company typically pays a 25% commission to the
      distributor who shares this with the re-seller.

      In addition to the retail services provided, Teliphone Inc. also sells to
      wholesalers. Wholesalers typically receive approximately a 35% commission
      on such sales, however, the wholesaler re-bills these services to their
      customers and provide the necessary customer support to their customers
      directly. This sector has grown this year for the Company and the Company
      will look to add further distribution channels to other sectors of the
      world, commencing with India in fiscal year 2007.

      On August 21, 2006, OSK Capital II Corporation formerly changed its name
      to Teliphone Corp.

      As discussed in Note 11, the consolidated financial statements for the
      year ended September 30, 2005 have been restated to correct an error in
      the accumulated other comprehensive income (loss) with respect to the
      calculation of the foreign currency gains and losses, as well as to
      correct the accounting treatment for the recapitalization that occurred
      April 28, 2005.

                                       7
<PAGE>
                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION CONTINUED)


Going Concern

            As shown in the accompanying consolidated financial statements the
            Company has incurred recurring losses of $668,374 and $691,390 for
            the years ended September 30, 2006 and 2005, and has a working
            capital deficiency of $639,939 as of September 30, 2006. The Company
            has been searching for new distribution channels to wholesale their
            services to provide additional revenues to support their operations.
            In addition, the Company entered into a letter of intent with
            Intelco Communications that can save them operating costs in
            addition to providing support services; however, this has not had an
            impact on the current year operations. The Company successfully
            reduced approximately $400,000 of related party debt as this was
            converted into additional shares of the Company's stock in August
            2006. There is no guarantee that the Company will be able to raise
            additional capital or generate the increase in revenues to sustain
            its operations, however the Company has recently submitted a
            registration statement of Form SB-2 to raise additional capital.
            These conditions raise substantial doubt about the Company's ability
            to continue as a going concern for a reasonable period.

            Management believes that the Company's capital requirements will
            depend on many factors. These factors include the increase in sales
            through existing channels as well as Teliphone's ability to continue
            to expand its distribution points and leveraging its technology into
            the commercial small business segments. Teliphone's strategic
            relationships with telecommunications interconnection companies,
            internet service providers and retail sales outlets has permitted
            the Company to achieve consistent monthly growth in acquisition of
            new customers. Additionally, the Company sold approximately 25% of
            Teliphone to the parent company of Intelco Communications which will
            bring further opportunity and working capital to the Company.

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

            In the near term, the Company will look to complete the registration
            process to effectiveness and completes its offering. 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.

                                       8
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.

Comprehensive Income

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

COMPREHENSIVE INCOME IS A MORE INCLUSIVE FINANCIAL REPORTING METHODOLOGY THAT
INCLUDES DISCLOSURE OF INFORMATION THAT HISTORICALLY HAS NOT BEEN RECOGNIZED IN
THE CALCULATION OF NET INCOME.

Inventory

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

                                       9
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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


            Currency Translation

            For subsidiaries outside the United States that prepare financial
            statements in currencies other than the U.S. dollar, the Company
            translates income and expense amounts at average exchange rates for
            the year, translates assets and liabilities at year-end exchange
            rates and equity at historical rates. The Company's functional
            currency is the Canadian dollar, whiles the Company reports its
            currency in the US dollar. The Company records these translation
            adjustments as accumulated other comprehensive income (loss). Gains
            and losses from foreign currency transactions are included in other
            income (expense) in the results of operations. For the years ended
            September 30, 2006 and 2005, the Company recorded approximately
            ($63,351) and $44,197 in transaction gains (losses) as a result of
            currency translation.

            RESEARCH AND DEVELOPMENT


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




Revenue Recognition

            When the Company emerged from the development stage with the
            acquisition of Teliphone, Inc. they began to recognize revenue from
            their VoIP services when the services were rendered and customer
            equipment purchased as follows:

            VoIP Service Revenue

            Substantially all of the Company's revenues are derived from monthly
            subscription fees that customers are charged under the Company's
            service plans. Monthly subscription fees are generally charged to
            customers' credit cards on the first day of the customers' billing
            cycle. The Company offers residential and business unlimited calling
            packages, along with per minute long distance dialing services.

                                       10
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Revenue Recognition (Continued)

VoIP Service Revenue (Continued)

The Company invoices customers on the anniversary date of their service
activation for their monthly services, and this invoice is paid predominantly
via the customer's credit card or through automatic debit from the customer's
bank account. Long distance dialing services are charged in increments of $10 to
the customer's credit card or automatic debit as required based on the
customer's consumption of long distance minutes.

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

Under typical contracts, customers subscribe for a period of two years. When a
contract is not signed, there is no hardware subsidy, and the customer can
disconnect service at any time.

Customer Equipment

For retail sales, the equipment is sold to re-sellers at a subsidized price
below that of cost and below that of the retail sales price. The customer
purchases the equipment at the retail price from the re-seller. The customer
accepts the terms of the service agreement upon activation by credit card.
Should the Company's customers meet the minimum service requirements, the fee
paid by the customers for the equipment would be refunded through monthly
service billing. This refund is reflected in customer equipment revenue.

Customer equipment expense is recorded to direct cost of goods sold when the
hardware is initially purchased from our suppliers.

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

Activation and Disconnect Fees

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

Shipping revenues

The Company generates revenues from shipping equipment direct to customers and
our re-seller partners. This revenue is considered part of the VoIP service
revenues.

                                       11
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Revenue Recognition (Continued)

Additional One-Time Customer Support Revenues

The Company also realizes revenues for support of customer and re-seller
installations. We typically charge these revenues by the hour or by the service.
These revenues are considered part of VoIP service revenues.

Commissions Paid to Wholesalers

Commissions paid to wholesalers is recognized as a cost of sales due to the
Company receiving an identifiable benefit in exchange for the consideration, and
the Company can reasonably estimate the fair value of the benefit identified.
Should the consideration paid by the Company exceed the fair value of the
benefit received, that amount would be reflected as a reduction of revenue when
recognized in the Company's statement of operation.

Recognition

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

In some cases and for promotional reasons, the Company may offer a
"Mail-In-Credit" program to retail customers. As part of this program, upon
satisfying the minimum service requirements, the equipment charges are refunded
through subsequent billings netting out this charge against service charges.

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

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


Accounts Receivable

The Company conducts business and extends credit based on an evaluation of the
customers' financial condition, generally without requiring collateral.

                                       12
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable (Continued)

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
$4,619 at September 30, 2006.

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

Income Taxes

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

Investment Tax Credits

The Company claims investment tax credits as a result of incurring scientific
research and experimental development expenditures. Investment tax credits are
recognized when the related expenditures are incurred, and there is reasonable
assurance of their realization. Management has made a number of estimates and
assumptions in determining their expenditures eligible for the investment tax
credit claim. It is possible that the allowed amount of the investment tax
credit claim could be materially different from the recorded amount upon
assessment by Revenue Canada and Revenue Quebec. The Company has estimated
$14,676 in investment tax credits as of September 30, 2006.

Convertible Instruments

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

                                       13
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Derivative Financial Instruments


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


Advertising Costs

The Company expenses the costs associated with advertising as incurred.
Advertising expenses for the years ended September 30, 2006 and 2005 are
included in general and administrative expenses in the consolidated statements
of operations.

Fixed Assets

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

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

                                       14
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Impairment of Long-Lived Assets

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the
assets might not be recoverable. The Company does 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,
                                            2006                   2005
                                      ------------------    -------------------

Net loss                              $         (668,374)   $          (691,390)
                                      ------------------    -------------------

Weighted-average common shares
Outstanding (Basic)                           31,287,254             28,560,882

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

Weighted-average common shares
Outstanding (Diluted)                         31,287,254             28,560,882
                                      ==================    ===================

                                       15
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(Loss) Per Share of Common Stock (Continued)


The Company has not issued options or warrants to purchase stock in these
periods. If there were options or warrants outstanding they would not be
included in the computation of diluted EPS because inclusion would have been
antidilutive.

Stock-Based Compensation

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 29, 2005. The Company has adopted the provisions
of SFAS 123R for its fiscal year ended September 30, 2006. The adoption of this
principle had no effect on the Company's operations.

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

Segment Information

The Company follows the provisions of SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information". This standard requires that companies
disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions. Despite the
Company's subsidiary, Teliphone, Inc. incurring sales of hardware components for
the VoiP service as well as the service itself, the Company treats these items
as one component, therefore has not segregated their business.

                                       16
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassifications


The Company has reclassified certain amounts in their consolidated statement of
operations for the year ended September 30, 2005 to conform with the September
30, 2006 presentation. These reclassifications had no effect on the net loss for
the year ended September 30, 2005.

Recent Accounting Pronouncements


In February 2006, the FASB issued Statement of Financial Accounting Standard No.
155, "Accounting for Certain Hybrid Instruments" ("SFAS 155"). FASB 155 allows
financial instruments that have embedded derivatives to be accounted for as a
whole (eliminating the need to bifurcate the derivative from its host) if the
holder elects to account for the whole instrument on a fair value basis. This
statement is effective for all financial instruments acquired or issued after
the beginning of an entity's first fiscal year that begins after September 15,
2006. The Company has determined that SFAS 155 will not have a material impact
on its consolidated financial statements.

In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154,
"Accounting Changes and Error Corrections" ("SFAS 154"). SFAS 154 is a
replacement of APB No. 20, "Accounting Changes", and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements". SFAS 154 applies to all
voluntary changes in accounting principle and changes the requirements for
accounting and reporting of a change in accounting principle. This statement
establishes that, unless impracticable, retrospective application is the
required method for reporting of a change in accounting principle in the absence
of explicit transition requirements specific to the newly adopted accounting
principle. It also requires the reporting of an error correction which involves
adjustments to previously issued financial statements similar to those generally
applicable to reporting an accounting change retrospectively. SFAS 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company has restated its consolidated
financial statements for its prior year due to a correction of an error. The
impact of those restatements are noted in Note 11 to these consolidated
financial statements.

                                       17
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 3-  FIXED ASSETS

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

                                   Estimated Useful
                                    Lives (Years)

Furniture and fixtures                    5              $   1,196
Computer equipment                        3                165,560
Vehicles                                  5                 22,557
                                                         ---------

                                                           189,313
Less: accumulated depreciation                              88,606
                                                         ---------
Property and equipment, net                              $ 100,707
                                                         =========


There was $62,664 and $23,551 charged to operations for depreciation expense for
the years ended September 30, 2006 and 2005, respectively.


The Company had acquired assets of a related entity in April 2005, United
American Corporation that related to United American Corporation's use of the
Company's VoIP services. These assets, included in fixed assets amounted to
$104,500.

NOTE 4-     RELATED PARTY LOANS

On August 1, 2006, the Company converted $421,080 of the $721,080 of its loans
with United American Corporation, a related party through common ownership, and
majority shareholder of the Company prior to United American Corporation's stock
dividend that took place effective October 30, 2006 into 1,699,323 shares of the
Company's common stock. In December 2006, the Company issued a resolution to
issue the remaining 171 fractional shares related to this transaction. Those
shares are anticipated to be issued prior to December 31, 2006. The $300,000
remaining on the loan has become interest bearing at 12% per annum, payable
monthly with a maturity date of August 1, 2009. Interest for the year ended
September 30, 2006 and accrued at September 30, 2006 is $6,000 on this loan.

In addition, there are approximately $41,297 of non-interest bearing advances
that were incurred in August and September 2006 from United American
Corporation. These advances were provided for cash flow purposes for the Company
to sustain its operations.

The Company has also been advanced various amounts from related parties whom are
either officers, shareholders or entities under control by an officer or
shareholder. These amounts bear interest at interest rates ranging between 5%
and 7% per annum as follows:

                                       18
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005


NOTE 4-     RELATED PARTY LOANS (CONTINUED)

As of September 30, 2006, the Company has $29,211 outstanding with an officer,
with interest expense and accrued interest on that amount of $3,180 as of and
for the year ended September 30, 2006. There were no amounts outstanding during
the year ended September 30, 2005. As the amount is due on demand, the Company
has classified the loan as a current liability.

As of September 30, 2006, the Company has $35,887 outstanding with shareholders.
There is no accrued interest for these amounts, and interest expense for the
years ended September 30, 2006 and 2005 were approximately $1,800, respectively.
As the amounts are due on demand, the Company has classified them as current
liabilities.

As of September 30, 2006, the Company has $7,158 outstanding with a company
controlled by an officer of the Company with interest expense and accrued
interest on that amount of $795 as of and for the year ended September 30, 2006.
There were no amounts outstanding during the year ended September 30, 2005. As
the amounts are due on demand, the Company has classified them as current
liabilities.

As of September 30, 2006, the Company has $44,735 outstanding with a company
controlled by an officer of the Company with interest expense of $10,721 for the
year ended September 30, 2006. There is no interest accrued as of September 30,
2006. There were no amounts outstanding during the year ended September 30,
2005. As the amounts are due on demand, the Company has classified them as
current liabilities.

Teliphone, Inc. a majority owned subsidiary of the Company, as part of the
agreement they entered into with Intelco Communications and Intelco
Communication's parent, 3901823 Canada Inc., was extended $25,000 (CDN$),
$22,368 (US$) from the $75,000 (CDN$) line of credit extended to them by Intelco
Communications. This amount remains outstanding as of September 30, 2006. The
Company received this amount per the letter of intent between the parties on
July 14, 2006. The Company has until December 31, 2006 to repay this amount.
Should payment not be made, default provisions in the agreement would be
enforced, which include but are not limited to, 3901823 Canada, Inc. maintaining
control of the Company's current assets including its cash and accounts
receivable, and control of the Company's capital assets and any intellectual
property owned by the Company. The Company anticipates repayment of this amount,
and a renegotiation of the terms of the letter of intent into a new agreement
prior to December 31, 2006. (See Note 7).

                                       19
<PAGE>
                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 5-     CONVERTIBLE DEBENTURES

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

The Debentures can either be paid to the holders on August 11, 2008 or converted
at the holders' option any time up to maturity at a conversion price equal to
eighty percent (80%) of the average closing price of the common stock as listed
on a Principal Market for the five (5) trading days immediately proceeding the
conversion date. If the common stock is not traded on a Principal Market, the
conversion price shall mean the closing bid price as furnished by the National
Association of Securities Dealers, Inc. The holder agrees that it shall not
convert the Debentures prior to August 12, 2005, if on a conversion date the
closing price of the common stock on any of the five (5) trading days
immediately proceeding the applicable conversion date 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 the time the
debenture agreement was entered into.

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

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

NOTE 6-     COMMITMENTS

The Company has entered into a distribution agreement with one of its
distributors in March 2006 for a period of five-years. The distribution
agreement stipulates that the Company must pay up to 25% commissions on all new
business generated by the distributor. This distributor controls the areas of
Quebec and Ontario in Canada. The agreement does not stipulate any minimum
commissions due the distributor, only that the distributor is paid monthly on
its business generated. The Company is current with its commissions to the
distributor.

                                       20
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 6-     COMMITMENTS (CONTINUED)

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, 2006. Company senior management and officers are in process of
finalizing amendments to this agreement and anticipate the commencement of
Podar's distribution channel to bring revenues into the Company by its second
fiscal quarter of 2007. Upon services being provided by the Company, commissions
will be paid to Podar.

Teliphone, Inc. had entered into a lease agreement for its offices, which was to
expire on July 31, 2010. The Company was to pay approximately $50,835 per year,
however, on August 1, 2006, vacated the premises of the office for which the
rent was due. The Company on September 30, 2006 entered into a Termination
Agreement with the landlord to pay $11,522 to satisfy all obligations under this
lease agreement.

Currently, the corporate headquarters is leasing space with Intelco
Communications, a minority owner of Teliphone, Inc. Rent for the first year as
well as use of Intelco's data center for Teliphone's equipment, and use of
Intelco's broadband telephony network is provided to Teliphone in consideration
for the 35 shares of Teliphone Inc. stock Intelco's parent company 3901823
Canada, Inc. received. (See Note 7).

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. There is no
timeframe for actual commencement of this Agreement. As of September 30, 2006,
the Company and Iphonia are renegotiating the significant terms of the
Agreement. However, the Company has provided the necessary support services that
Iphonia requires in order to satisfy the needs of Iphonia's clients. The Company
has not accrued any amounts due from Iphonia until the Agreement is finalized.
The amounts are estimated at $2,000 at September 30, 2006, however, the Company
has allowed for the entire amount due to the uncertainty of the completion of
the Agreement.

United American Corporation will no longer be a party to this agreement.

                                       21
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 7-     AGREEMENT - INTELCO COMMUNICATIONS

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

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

Teliphone will treat this transaction as an investment under the equity method
of accounting, since the shares of Teliphone being issued to 3901823 Canada,
Inc. represent approximately 25% of the ownership of Teliphone. This percentage
falls between 20% and 50%. Additionally, Teliphone will still control the
operating and financial decisions. This treatment is consistent with FASB 115
and APB 18.

The amounts drawn under the line of credit will be recorded as liabilities, the
value of the utilization of the network, savings on office rent and use of
equipment is the value of the investment equal to the number of shares issued by
Teliphone.

Teliphone has until December 31, 2006 to repay this amount. Should payment not
be made, default provisions in the agreement would be enforced, which include
but are not limited to, 3901823 Canada, Inc. maintaining control of Teliphone's
current assets including its cash and accounts receivable, and control of
Teliphone's capital assets and any intellectual property owned by Teliphone. The
Company anticipates repayment of this amount, and a renegotiation of the terms
of the letter of intent into a new agreement prior to December 31, 2006.

                                       22
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 8-     STOCKHOLDERS' DEFICIT

Common Stock

As of September 30, 2006, the Company has 125,000,000 shares of common stock
authorized with a par value of $.001.

The Company has 32,893,843 shares issued and outstanding as of September 30,
2006.

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

On August 31, 2005, the Company issued 663,520 shares of common stock in
conversion of the Company's convertible debentures in the amount of $331,760.

On August 22, 2006, the Company issued 1,699,323 shares of common stock to
United American Corporation in conversion of related party debt in the amount of
$421,080 (see Note 4). An additional 171 fractional shares will be issued in
December 2006, and have been reflected as a liability for stock to be issued at
September 30, 2006.

On August 22, 2006, the Company issued 105,000 shares of common stock for
consulting services. These services have been valued at $0.25 per share, the
price at which the Company's offering will be. The value of $26,250 is reflected
in the consolidated statement of operation for the year ended September 30,
2006.

At September 30, 2006, the Company has recorded a liability for stock to be
issued in the amount of $165,000, which represents, 660,000 shares of common
stock that have been authorized to be issued for consulting services that
occurred during the year ended September 30, 2006. The Company anticipates
issuance of these shares to occur by December 31, 2006. The Company used the
$0.25 price for valuation purposes.

NOTE 9-     PROVISION FOR INCOME TAXES

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

                                       23
<PAGE>
                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 9-     PROVISION FOR INCOME TAXES (CONTINUED)

At September 30, 2006, deferred tax assets consist of the following:


Net operating losses        $        481,025

Valuation allowance                 (481,025)
                            ----------------

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

At September 30, 2006, the Company had a net operating loss carryforward in the
approximate amount of $1,414,778, available to offset future taxable income
through 2026. The Company established valuation allowances equal to the full
amount of the deferred tax assets due to the uncertainty of the utilization of
the operating losses in future periods.


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


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

Federal statutory rate        (34.0)%     (34.0)%

State income taxes, net
  of federal benefits           3.3         3.3

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

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

NOTE 10-    SUBSEQUENT EVENTS

At September 30, 2006, the Company has recorded a liability for stock to be
issued in the amount of $165,000, which represents, 660,000 shares of common
stock that have been authorized to be issued for consulting services that
occurred during the year ended September 30, 2006. The Company anticipates
issuance of these shares to occur by December 31, 2006. The Company used the
$0.25 price for valuation purposes.

The Company on September 30, 2006 entered into a Termination Agreement with its
former landlord to pay $11,522 to satisfy all obligations under their lease
agreement. This amount has been paid in October 2006.

The Company entered into a capital lease for the purchase of computer equipment
in the amount of $29,926 (CN$), approximately $27,000 (US$) on November 8, 2006
for a period of two-years.

                                       24
<PAGE>

                                 TELIPHONE CORP.
                      (FORMERLY OSK CAPITAL II CORPORATION)
             NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

NOTE 11-    RESTATEMENT OF PRIOR FINANCIAL STATEMENTS

The consolidated financial statements for the year ended September 30, 2005 have
been restated to correct an error in the accumulated other comprehensive income
(loss) with respect to the calculation of the foreign currency gains and losses,
as well as to correct the accounting treatment for the recapitalization that
occurred April 28, 2005.

The restatement adjusted the following line items:

Additional paid in capital, previously reported          $  370,640

Adjustment in recapitalization                              (82,350)
                                                         ----------

Additional paid in capital, as restated                    $288,290
                                                         ==========


Other comprehensive income (loss),
  previously reported                                      ($76,484)

Adjustment in recapitalization                               82,350
                                                         ----------

Other comprehensive income (loss), as restated           $    5,866
                                                         ==========

                                       25
<PAGE>

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

            None.

ITEM 8A.    CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures:

      As of the end of the period covered by this Report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's President/Chief Accounting Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures. The Company's
disclosure controls and procedures are designed to produce a reasonable level of
assurance of achieving the Company's disclosure control objectives. The
Company's President/Chief Accounting Officer has concluded that the Company's
disclosure controls and procedures were, in fact, adequate and effective to
ensure that material information relating to the Company that is required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in rules of the SEC and accumulated and communicated to the Company's
management, including its President/Chief Accounting Officer, to allow timely
decisions regarding required disclosure.

      (b) Changes In Internal Controls Over Financial Reporting:

      In connection with the evaluation of the Company's internal controls
during the Company's last fiscal year, the Company's President/Chief Accounting
Officer has determined that there are no changes to the Company's internal
controls over financial reporting that has materially affected, or is reasonably
likely to materially effect, the Company's internal controls over financial
reporting.

ITEM 8B.    OTHER INFORMATION

            None.

                                    PART III

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


The directors and executive officers as of December ___, 2006 are as follows:

            NAME              AGE   SERVED SINCE   POSITIONS WITH COMPANY
            ---------------   ---   ------------   -----------------------------
            George Metrakos    35    April, 2005   Director, President, CEO, CFO


All of our directors serve until their successors are elected and qualified by
our shareholders, or until their earlier death, retirement, resignation or
removal. The following is a brief description of the business experience of our
executive officers, director and significant employees:

Business Experience of Officers and the Director and Significant Employees

GEORGE METRAKOS, Chairman of the Board, CEO, CFO and President

Mr. Metrakos holds a Bachelor's of Engineering from Concordia University
(Montreal, Canada) and a Master's of Business Administration (MBA) from the John
Molson School of Business at Concordia University. Mr. Metrakos has specialized
in numerous successful launches of new technologies for emerging marketplaces.
He has worked with such organizations as Philips B.V. (The Netherlands), Dow
Chemical company (USA), Hydro Quebec (Provincial Utility) and other
entrepreneurial high-tech companies. During his founding role in his prior
company, Mr. Metrakos was recognized as entrepreneur of the year in an angel
financing competition within the Montreal business community awarded by the
Montreal Chamber of Commerce youth wing. His previous company launched an
advanced Demand Management software used by suppliers to Wal-Mart Stores.

<TABLE>
<CAPTION>
                                             Beginning and ending                             Brief Description of Employer's
                      Employer's name         dates of employment       Positions Held                 business
                   ---------------------  -------------------------   -------------------   -----------------------------------
<S>                                           <C>
George Metrakos   Teliphone Inc.          Sep 1, 2004 to present      President             Telecommunications Company
                  Teliphone Corp.         Apr 28, 2005 to present     President, CEO, CFO   Holding Company
                                                                         and Director
                  United American Corp.   Nov 8, 2005 to present      Director              Holding Company
                  Metratech Retail        Mar 6, 2000 to Aug 31,      President & Founder   Supply Chain Management Software
                     Systems Inc.            2004                                              Company
</TABLE>

                                       26
<PAGE>

Compensation of Directors

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

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 incorporated by reference to this prospectus 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.

Board Committees

There are currently no Board Committees in place.

ITEM 10. EXECUTIVE COMPENSATION

      The following tables set forth certain summary information concerning the
compensation paid or accrued during each of our last three completed fiscal
years to our chief executive officer and each of our other executive officers
who received compensation in excess of $100,000 during such period (as
determined at June 30, 2006, the end of our last completed fiscal year):


The following table sets forth the information, on an accrual basis, with
respect to the compensation of our executive officers for the three years ended
September 30, 2006.

<TABLE>
<CAPTION>
                                                                                   Long Term Compensation
                                                            --------------------------------------------------------------------
                                                                                                            Payouts
                                                                                              ----------------------------------
                                                                         Awards                Securities
                                    Annual  Compensation    -------------------------------    Underlying              All Other
                                   ----------------------   Other Annual   Restricted Stock   Options/SARs     LTIP     Compen-
   Name and Principal Position     Year    Salary   Bonus   Compensation       Award (s)           (#)       Payouts    sation
--------------------------------   ----   -------   -----   ------------   ----------------   ------------   -------   --------
<S>                                <C>    <C>         <C>        <C>             <C>               <C>          <C>        <C>
GEORGE METRAKOS
President, Chief                   2006   $52,501     --         --                  --            --           --         --
Executive Officer, CFO             2005   $48,000     --         --              961,538           --           --         --
and Principal Accounting Officer
Director
                                   2004   $ 4,000     --         --                                --

Robert Cajolet                     2006        --     --         --                   --           --           --         --
Former Director                    2005        --     --         --            1,250,000           --           --         --
Resigned Nov. 28, 2006             2004        --     --         --                   --           --           --         --
</TABLE>


Employment Agreements

George Metrakos, Chairman, CEO, CFO, Principal Accounting Officer and President

                                       27
<PAGE>

George Metrakos is compensated $52,500 annually. Effective April 28, 2005, he
was awarded 961,538 shares of restricted stock of the corporation. These were
provided to him from his 3.9% ownership of Teliphone Inc. prior to the
combination. 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. It is anticipated that George Metrakos' annual base salary will
increase to $120,000 per year.

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

      The following table sets forth certain information with respect to the
beneficial ownership of each class of the Company's voting securities as
December 28, 2006 , by (i) each person or company known by us to be the
beneficial owner of more than 5% of our outstanding shares, (ii) each director
of the Company or any nominee for directorship, (iii) the Chief Executive
Officer of the Company and each of the other Named Executive Officers and (iv)
all directors and Named Executive Officers of the Company as a group.


The following table sets forth certain information regarding beneficial
ownership of the common stock as of September 30, 2006, by (i) each person,
entity or group that is known by the Company to own beneficially more than 5% of
the any classes of outstanding Stock, (ii) each director of the Company, (iii)
each of our named Executive Officers as defined in Item 402(a)(2) of Regulation
S-B; and (iv) most highly compensated executive officers who earned in excess of
$100,000 for all services in all capacities (collectively, the "Named Executive
Officers") and (iv) all directors and executive officers of the Company as a
group.

The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other purpose. We
believe that each individual or entity named has sole investment and voting
power with respect to the securities indicated as beneficially owned by them,
subject to community property laws, where applicable, except where otherwise
noted. Unless otherwise stated, the address of each person is 4150 Ste-
Catherine Street West, suite 200, Westmount (Montreal), Quebec, Canada H3Z 0A1.

                                                         SHARES
                                                       BENEFICIALLY   PERCENT
    NAME                              TITLE OF CLASS     OWNED (1)    CLASS(1)
    -------------------------------   --------------   ------------   --------
    George Metrakos(2)                    Common           961,528      2.9%
    Officers and Directors
    As a Group (1 person)                 Common           951,528      2.9%

    United American Corporation (3)       Common        25,737,956     78.2%

    Officers, Directors and
    Certain Beneficial Owners
    As a Group (2 persons)                Common        26,699,484     81.1%

(1) Applicable percentage of ownership is based on 33,554,014 shares of fully
diluted common stock effective December 28, 2006. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options that are currently
exercisable or exercisable within sixty days of December 28, 2006 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.

                                       28
<PAGE>

(2) George Metrakos controls 961,528 shares of his stock through Metratech
Business Solutions Inc of which he is the beneficial owner.

 (3) United American Corporation is the founder of Teliphone Inc. On October 23,
2006, Shareholders of United American Corp voted in the majority to spin off its
holdings of Teliphone Corp. through a pro-rata distribution of Teliphone Corp.
shares to United American Corp. Shareholders. The effective date of the spin-off
was October 30, 2006. United American Corp and Teliphone Corp. are awaiting
instructions from the Depository Trust Corporation regarding fractional share
issuances required by brokers in order to complete the distribution. United
American Corporation Shareholders will receive their Teliphone Corp. share
certificates (and the shareholders of record recorded with the transfer agent)
in December, 2006 and January, 2007.

Changes in Control

We are not aware of any arrangements, which may result in a change in control of
the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      We believe that all prior related party transactions have been entered
into upon terms no less favorable to us than those that could be obtained from
unaffiliated third parties. Our reasonable belief of fair value is based upon
proximate similar transactions with third parties or attempts to obtain the
consideration from third parties.

ITEM 13. EXHIBITS


Exhibit
Number      Description
-------     -----------

2.1         Agreement and Plan of Merger by and among Teliphone Inc. and OSK II
            Acquisition Corp. and OSK Capital II Corp.

2.2         Letter agreement between OSK Capital II Corp. and Teliphone Inc.,
            dated April 25, 2005

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).

                                       29
<PAGE>

10.1.       Distribution agreement made and entered into in the city of
            Montreal, province of Quebec with an effective date of March 1, 2006
            by and between Teliphone Inc., and 9164-4898 Quebec Inc.

10.2.       Form of general conditions for use of the Company's
            telecommunications products and services.

10.3.       Letter of Intent for a Joint Venture Agreement between Teliphone
            Inc. and Intelco Communication Inc., dated July 14, 2006.

10.4.       Customer and Asset acquisition and software licensing agreement made
            and entered into in the city of Montreal, province of Quebec with an
            effective date of March 1, 2006 by and between Teliphone, Inc.,
            Iphonia Inc., Telicom Inc. and United American Corporation.

10.5        Agreement between Teliphone Inc. and Northern Communications
            Services Inc.

10.6        Extension agreement between Teliphone Inc. and Podar Infotech
            Limited.

10.7        Agreement between Teliphone Inc. and Podar Infotech Limited, daed
            April 28, 2005.

10.8        Form of IP Port Service agreement.

10.9        Master Services Agreement between Teliphone Inc. and Rogers Telecom
            Inc.

10.10       Cash Advance agreement between related companies 3894517 Canada Inc.
            and Teliphone Inc. made and entered into in the city of Montreal,
            province of Quebec with an effective date of August 27, 2004 by and
            between Teliphone Inc., 3894517 Canada Inc., OSK Captial II Corp.,
            and United American Corp.

10.11       Wholesale agreement made and entered into in the city of Montreal,
            province of Quebec by and between Teliphone Inc. and 951-4877 Quebec
            Inc.

21.         Subsidiaries

23.1        Consent of Joseph Emas, Attorney at Law (see 5.1 opinion)

23.2        Consent of Independent Registered Public Accounting Firm (Michael
            Pollack CPA)*

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

                                       30
<PAGE>

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. *

*filed herein

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Year ended September 30, 2006

      Audit Fees: The aggregate fees, including expenses, billed by the
Company's principal accountant in connection with the audit of our consolidated
financial statements for the most recent fiscal year and for the review of our
financial information included in our Annual Report on Form 10-KSB; and our
quarterly reports on Form 10-QSB during the fiscal year ending September 30,
2006 was $36,500.

      Audit Related Fees: The aggregate fees, including expenses, billed by the
Company's principal accountant for services reasonably related to the audit for
the year ended September 30, 2006 were $0.00.

      All Other Fees: The aggregate fees, including expenses, billed for all
other services rendered to the Company by its principal accountant during year
ended September 30, 2006 was $0.

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.

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.

                                       31
<PAGE>

                                   SIGNATURES


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

By: /s/ George Metrakos
    --------------------------------------------
    Name: George Metrakos
    Title: Chief Executive Officer

December 28, 2006

By: /s/ George Metrakos
    --------------------------------------------
    Name: George Metrakos
    Title: Principal Accounting Officer


December 28, 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: 28, 2006

                                       32