UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: April 28, 2005
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(Date of earliest event reported)
OSK CAPITAL II CORP.
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(Exact name of registrant as specified in its charter)
NEVADA 000-28793 84-1491673
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State of Commission IRS Employer
incorporation File Number Identification Number
1080 Beaver Hall, Suite 1555
Montreal, Quebec, H2Z 1S8 Canada
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(Address of principal executive offices)
Tel: 514-313-6010
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(Issuer's telephone number)
1 Place Ville-Marie
Suite 2821
Montreal, Qc
H3B 4R4
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(Former name or former address, if changed since last report)
Copies of all communications, including all communications sent to the agent for
service
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Joseph I. Emas, Esq.
Attorney at Law
1224 Washington Avenue
Miami Beach, FL 33139
This Current Report on Form 8-K/A includes financial information required by
Item 9.01 that was not contained in the Current Report on Form 8-K filed May 11,
2005. The Registrant hereby amends its report on the Current Report on Form 8-K
filed May 11, 2005.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On January 18, 2005, the Management of the OSK Capital II Corp ("OSK Capital" or
the "Company") announced that they concluded that the Company will be unable to
raise the necessary funds to operate the current business and continue with the
existing business model and plan. Accordingly, management sought new
opportunities that could be acquired via a reverse merger transaction or
alternative business opportunities with the intent to assure that the Company
becomes a viable going concern.
On April 25, 2005, the Company executed a letter of intent whereby OSK Capital
II Corp. proposed to exchange 25,000,000 shares of OSK Capital II Corp. for one
hundred percent (100%) of the outstanding shares of Teliphone Inc. ("TELI"), a
federally chartered Canadian corporation. All of the outstanding shares of
Teliphone Inc. common stock shall be converted by virtue of the merger at the
Closing Date into shares of OSK II Acquisition Corp. common stock (the "Merger
Securities"), such shares retaining the right to convert to shares of our common
stock. On or before the Closing Date, each Shareholder of Teliphone Inc. shall
surrender their outstanding shares of Teliphone Inc. common stock existing
immediately prior to the Closing Date. Until so surrendered, any outstanding
certificates or other documentation which, prior to the Closing Date represented
outstanding shares of Teliphone Inc. common stock, shall be deemed for all
corporate purposes to be surrendered. Upon such surrender, shares of Teliphone
Inc. common stock so surrendered shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist.
Management of OSK Capital II Corp intends to request a name change to Teliphone
Corporation to better reflect the acquired business and general business model.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 28, 2005, we completed the acquisition of Teliphone Inc., a Canadian
Company, pursuant to an Agreement and Plan of Merger, the form of which is
attached as Exhibit 2.1 hereto. At the effective time of the merger, June 1,
2005, Teliphone Inc. will be merged with and into our wholly owned subsidiary,
OSK II Acquisition Corp., a Florida corporation.
All of the outstanding shares of Teliphone Inc. common stock shall be converted
by virtue of the merger at the Closing Date into shares of OSK II Acquisition
Corp. common stock (the "Merger Securities"), such shares retaining the right to
convert to shares of our common stock. On or before the Closing Date, each
Shareholder of Teliphone Inc. shall surrender their outstanding shares of
Teliphone Inc. common stock existing immediately prior to the Closing Date.
Until so surrendered, any outstanding certificates or other documentation which,
prior to the Closing Date represented outstanding shares of Teliphone Inc.
common stock, shall be deemed for all corporate purposes to be surrendered. Upon
such surrender, shares of Teliphone Inc. common stock so surrendered shall no
longer be outstanding and shall automatically be canceled and retired and shall
cease to exist.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
As a consequence of the reverse merger transaction, a change of control
occurred. The table below outlines the shareholders representing Officers,
Directors, Control and or Affiliates and the percentage owned by them subsequent
to the reverse merger.
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Name of Shareholder Number of Shares Percentage
Owned
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United American Corp. (1) 24,038,462 79.0%
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Beverly Hills Trading Corporation (2) 2,000,000 6.6%
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Metratech Business Solutions Inc. (3) 961,538 3.2%
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Total Shares Held by Public 3,426,000 11.3%
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Total Shares Outstanding 30,426,000 100%
(1) United American Corporation is a publicly traded company on the NASDAQ OTCBB
exchange, OTCBB.UAMA. This company is the founder of Teliphone Inc.
United American Corporation, as founder of Teliphone Inc. expects to pay a
special dividend of its restricted OSK Capital II Corp. / Teliphone shares to
its shareholders. This will occur as soon as Teliphone becomes financially
independent from United American Corporation and can pay, either in cash or
equity, the accumulated debt. United American Corporation has granted the Proxy
voting rights of its 24,038,462 to the Board of Directors of OSK Capital II
Corp. / Teliphone.
(2) Beverly Hills Trading Corporation is owned by Karen Tan and has been issued
as a corporate advisors fee during the raising of capital. Within these
2,000,000 shares are 1,000,000 where Robert Cajolet, Director, is the beneficial
owner.
(3) Metratech Business Solutions Inc. is a Canadian Federal Corporation owned
100% by George Metrakos. President & CEO
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As a consequence of the reverse merger transaction, the following appointment or
reappointment of officers and Directors were confirmed on May 15, 2005. The
names of each appointed director or officer are listed below with their
appointed officer/director position adjacent to their name and their respective
biographies below.
George Metrakos, President & Chief Executive Officer
George Metrakos became President and Chief Executive Officer of Teliphone Inc.
on September 1, 2004. Mr. Metrakos holds a Bachelor's of Engineering from
Concordia University (Montreal, Canada) and a Master's of Business
Administration (MBA) from The John Molson School of Business at Concordia
University. Mr. Metrakos has specialized in numerous successful launches of new
technologies to emerging marketplaces. He has worked with such organizations as
Philips B.V. (The Netherlands), Dow Chemical company (USA), Hydro Quebec
(Provincial Utility) and other entrepreneurial high-tech companies. During his
founding role in his prior company, Mr. Metrakos was recognized as entrepreneur
of the year in an angel financing competition within the Montreal business
community. His Previous company launched an advanced Demand Management software
used by suppliers to Wal-Mart Stores.
Robert Cajolet, Director
Robert Cajolet completed the OPM (Owner / President Management) program at
Harvard Business School. He is on the board of Multiple Awnings Inc since
January 2003. He was president of Alphinat Inc. until the RTO of SurfNShop in
April 2005. He is on the board of Nature Genetiks Capital Inc. a public company
in the process of completing an RTO. From 2000 to 2003, he was president of
Camelot, a division of Quebecor Media. From 1990 to 2000, he was owner and CEO
of Camelot Info Inc. which he sold to Quebecor Media. Previously, he served on
the boards of The Canadian Dental Health Fondation, The Dental Dealers
Association of America, Totec Group Inc., Groupe Archambault Inc. and
Sidbec-Dosco.
Item 7.01 Regulation FD Disclosure.
OSK Capital II Corp. was incorporated on February 5, 2003, in the State of
Nevada. OSK Capital II Corp. is a development stage Company. OSK Capital II
Corp. since its inception was formed to investigate opportunities to acquire or
merge with operating entities in order to enhance shareholder value.
Accordingly, management sought new opportunities that could be acquired via a
reverse merger transaction or alternative business opportunities with the intent
to assure that the Company becomes a viable going concern. On April 25, 2005,
the Company executed a letter of intent whereby OSK Capital II Corp. proposed to
exchange 25,000,000 shares of OSK Capital II Corp. for one hundred percent
(100%) of the outstanding shares of Teliphone Inc. ("TELI"), a federally
chartered Canadian corporation. On April 28, 2005, we completed the acquisition
of Teliphone Inc., a Canadian Company, pursuant to an Agreement and Plan of
Merger. At the effective time of the merger, June 1, 2005, Teliphone Inc. will
be merged with and into our wholly owned subsidiary, OSK II Acquisition Corp., a
Florida corporation.
All of the outstanding shares of Teliphone Inc. common stock shall be converted
by virtue of the merger at the Closing Date into shares of OSK II Acquisition
Corp. common stock (the "Merger Securities"), such shares retaining the right to
convert to shares of our common stock. On or before the Closing Date, each
Shareholder of Teliphone Inc. shall surrender their outstanding shares of
Teliphone Inc. common stock existing immediately prior to the Closing Date.
Until so surrendered, any outstanding certificates or other documentation which,
prior to the Closing Date represented outstanding shares of Teliphone Inc.
common stock, shall be deemed for all corporate purposes to be surrendered. Upon
such surrender, shares of Teliphone Inc. common stock so surrendered shall no
longer be outstanding and shall automatically be canceled and retired and shall
cease to exist.
Management of OSK Capital II Corp. intends to request a name change to Teliphone
Corporation better reflect the acquired business and general business model.
Further to the reverse merger transaction with Teliphone Inc, OSK Capital II
Corp. is one hundred percent 100% shareholder of Teliphone Inc. which owns and
operates (Teliphone) and its brand "teliPhone (TM)". Teliphone is a Canadian
controlled corporation established to develop and market next generation
telecommunication products and services known as "Voice over Internet Protocol"
(VoIP), a new technology which permits Teliphone's customers to make phone calls
to any phone number around the world utilizing their internet connection at
reduced costs from traditional telecommunications services.
Our strong and experienced management team believes that these new
telecommunications products and services will provide residential and business
customers a viable alternative to their traditional telecommunications needs, in
a market which is continuously looking to reduce costs while adding new and
innovative calling features.
Products and Services
Customers of Teliphone purchase a hardware device that connects to the internet
(in their home, office or in numerous public locations now offering Internet
access). The customer pays Teliphone, by valid credit card at Teliphone's secure
web site, a monthly fee in order for them to make unlimited phone calls to any
destination phone number in the world at competitive rates.
Along with reducing the costs of their phone calls, value-added, web based
services are also offered to the customer, including advanced call forwarding,
real-time call listings, the ability to add phone numbers from other cities on
the same device and on-line account management.
Various products and services are offered to both Residential and Business
clients.
Item 8.01 Other Events.
The Company is currently negotiating financing in the form of a bridge loan for
a total of USD$800,000 and is planning a private placement financing on or
before December 31, 2005 for approximately USD$4,000,000 to a maximum of
USD$8,000,000 in order to expand the launch to other regions and launch other
Products. No assurances can be given that such a loan will be consummated.
This report contains forward-looking statements as the term is defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors. Therefore, actual outcomes
and results may differ materially from what is expressed or forecast in such
forward-looking statements. For a list and descriptions of such risks and
uncertainties, see the reports filed by us with the Securities and Exchange
Commission.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibits Description
2.1 Agreement and Plan of Merger by and between Teliphone Inc., OSK II
Acquisition Corp. and OSK Capital Corp., dated April 28, 2005. (1)
99.1 Consolidated Financial Statements.
99.2 Pro Forma Financial Statements.
(1) Incorporated by reference to the Form 8-K filed with the Securities and
Exchange Commission on May 11, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATE: September 7, 2005
/s/ George Metrakos
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George Metrakos
President & CEO
OSK Capital II Corp.