UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: December 7, 2005 -------------------------------- (Date of earliest event reported) OSK CAPITAL II CORP. ------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 000-28793 84-1491673 ------- --------- ---------- State of Commission IRS Employer incorporation File Number Identification Number 1080 Beaver Hall Suite 1555 Montreal, Qc, CANADA H2Z 1S8 ------------------------------------------------------- (Address of principal executive offices) Tel: 514-313-6010 -------------------- (Issuer's telephone number) ------------------------------------------------------------- (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 Item 1.01. Entry into a Material Definitive Agreement. On December 7, 2005, OSK Capital II, Corp. (the "Company"), through its wholly owned subsidiary, Teliphone Inc., a company duly incorporated and existing under the laws of Canada, entered into, in conjunction with United American Corporation, a Florida corporation and an affiliated entity of the Company, a Customer and Asset Acquisition and Software Licensing Agreement with Iphonia Inc., a Quebec corporation and Telicom Inc., a Quebec corporation, (the "Agreement") The Agreement requires transfer of Iphonia Inc.'s clients and services to Teliphone Inc along with the sale of various telecommunications equipment. A copy of the Agreement is attached hereto as Exhibit 2.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibits Description -------- ----------- 2.1 Customer And Asset Acquisition And Software Licensing Agreement by and between Teliphone Inc , United American Corporation, Iphonia Inc. and Telicom Inc., dated December 7, 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. OSK CAPITAL II CORP. DATE: December 14, 2005 /s/ George Metrakos ------------------------ George Metrakos CEO and Chairman OSK CAPITAL II CORP.