OSK CAPITAL II CORP (NASD : OSPK.pk)
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January 19, 2006
VIA EDGAR
Brian K. Bhandari
Tia Jenkins
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3561
Washington, D.C., 20549
Re: OSK Capital II Corp.
Re: OSK Capital II Corp.
Form 8-K/A
Filed September 7, 2005
Form 10-QSB for Fiscal Quarter Ended June 30, 2005
File August 30, 2005
File No. 000-28793
Dear Mr. Bhandari and Ms. Jenkins,
We have reviewed your letter dated December 12, 2005 concerning the following
comments. Under each comment we have responded and have provided additional
information to bring about a resolution of these matters. At any time we would
welcome you contacting us concerning any of the additional information or our
interpretations of the information.
1. Please tell us and revise to disclose whether you will retain TeliPhone's
September30 year-end or adopt a calendar year-end. We note that you filed a "NT
l0-Q" for September 30, please explain to us the nature of this document. If you
continue to have a September 30 year-end, your Form 10-KSB is not due until the
end of December; however, if you have changed your year-cud, that fact must be
disclosed and your September 30 Form IOQSB is long overdue and should be filed
immediately.
Response.
Yes, it is our intention to maintain the September 30th year end. The NT-10Q
that was filed on November 14th, 2005 was filed in error- it was a filing for a
company called OSK Capital III Corp. Vintage Filings Inc. has acknowledged the
error in filing. Our legal council, Joseph Emas has sent correspondence to Mr.
Herb Schaul, Office of EDGAR policy to have this removed.
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OSK Capital II Corp./Teliphone Inc.
1080 Beaver Hall, suite 1555
Montreal, Quebec, Canada H2Z 1S8
(514) 313-6000, 877 TELIPHONE
www.teliphone.ca info@teliphone.ca
2. We understand that Telephone's year-end for periods prior to the merger was
September 30. Accordingly, revise the Form 8-K to file an audited balance sheet
as of September 30, 2004 and audited statements of operations cash flows and
stockholders' equity for the years ended September 30, 2003 and 2004, or for a
shorter period if TeliPhone was not in existence for the entire two-year period.
Disclosure in the Item 4.02 Form 8-K and amended Form 10QSB for the nine months
ended September 30, 2004 filed by United American Corporation parent of
TeliPhone, on September 7,2005 and October20, 2005, respectively indicates that
TeliPhone was incorporated in Canada in 2004 and suggests that TeliPhone
generated some revenue during 2004. Provide also an interim unaudited balance
sheet as of March 31, 2005 and statements of operations and cash flows for the
six months ended March 31, 2005 and 2004, as applicable. Refer to the
requirements of item 310(c) of Regulation S-B. Please file these financial
statements as part of the 8-K instead of as exhibits thereto.
Response.
TeliPhone Inc. was in fact incorporated in Canada on August 27th, 2004 and
therefore there are no operations for the year ended September 30, 2003.
Likewise, there are no operations for the company dated March 31, 2004. However,
we will file the audited September 30, 2004 and the unaudited March 31, 2005
statements as required.
3. We note that you continue to present cumulative financial information from
inception, If TeliPhone is a development stage company, the cumulative column
should begin with TeliPhone's inception date, not 0SK Capital. Please revise.
Response.
We will revise the filing in order to amend the inception date to August 27th,
2004, Teliphone Inc.'s inception date and not OSK Capital II Corp.'s.
4. You disclosed in the pro forma financial statements the existence of $10,000
of transaction costs. Please note that in a recapitalization, costs of the
transaction may be charged directly to equity only to the extent of the
premerger cash balance of the shell, any excess amount of transaction costs
should be treated as a cost of operations. Please revise the historical
financial statements as necessary.
Response.
Upon investigation with our auditors, it turns out that this entry in the notes
was written in error and somehow managed to pass our review process. We will
therefore amend the filing in order to correctly represent any transaction
costs.
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OSK Capital II Corp./Teliphone Inc.
1080 Beaver Hall, suite 1555
Montreal, Quebec, Canada H2Z 1S8
(514) 313-6000, 877 TELIPHONE
www.teliphone.ca info@teliphone.ca
5. When a merger is accounted for as a reverse acquisition (recapitalization)
the accounting acquirer's results of operations for periods prior to the merger
become the historical results of operations of the combined entity. Revise to
present results of operation for the three mid nine months ended June 30, 2004
or disclose the reasons why this information is not required.
Response.
Upon review with our auditors, and since Teliphone Inc. did not have any
operations for the period ended June 30, 2004, we feel that we have properly
represented the historical results of operations of the combined entity for this
period.
6. We note you present your increase in cash attributed to investing activities
on a net basis as a "variation in assets." Also your changes in certain debt
instruments are also presented simply as a "variation." Please revise your
statement of cash flows to present cash inflows and outflows from investing and
financial activities on a gross basis (e.g. proceeds from sale of capital
assets, purchase of capital assets, proceeds from loan from parent company
payments on loan from parent company) where required by SFAS 95. Any non-cash
investing or financing activities should be excluded from the body of the
statement of cash flows and disclosed in a separate schedule as contemplated by
paragraph 32 of SFAS 95.
Response.
We have noted our error in presentation of the variation and will amend.
7. Provide a note that discloses the merger, date of consummation, consideration
issued and received and the method of accounting for the merger. Your disclosure
should state that the merger was accounted for as a recapitalization of
TeliPhone, the results of operations for periods prior to the merger are those
of TeliPhone, TeliPhone's accumulated deficit was brought forward, and
TeliPhone's historical stockholder's equity prior to the merger was
retroactively restated rot the equivalent number of shares received in the
merger. Be sure that your accounting actually reflects this description.
Response.
We have noted our incomplete disclosure on this provision and will amend
accordingly.
The Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the disclosure
in the filings;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from talking any action with respect to the
filing; and
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OSK Capital II Corp./Teliphone Inc.
1080 Beaver Hall, suite 1555
Montreal, Quebec, Canada H2Z 1S8
(514) 313-6000, 877 TELIPHONE
www.teliphone.ca info@teliphone.ca
o the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
We will now work to finalize our restatement as required in the notes above.
Should you have any more comments or guidance at this point, I welcome your
feedback.
Thanks again for your help and best regards,
/s/ George Metrakos
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George Metrakos
President & CEO
OSK Capital II Corp.
President
Teliphone Inc.
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OSK Capital II Corp./Teliphone Inc.
1080 Beaver Hall, suite 1555
Montreal, Quebec, Canada H2Z 1S8
(514) 313-6000, 877 TELIPHONE
www.teliphone.ca info@teliphone.ca