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

                                  FORM 10-KSB/A
                                 Amendment No. 1

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

                   For the fiscal year ended December 31, 2004

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

     For the transition period from January 1st, 2004 to December 31st, 2004

                        Commission file number 000-499628

                           TELEPLUS ENTERPRISES, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               NEVADA                                    98-0045023
  (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

        7575 TransCanada, Suite 305, St-Laurent, Quebec, Canada H4T 1V6
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (514) 344-0778
                         -------------------------------
                         (Registrant's telephone number)

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

                                      NONE

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

                    COMMON STOCK, $.001 PAR VALUE PER SHARE

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

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

      The issuer's revenues for the most recent fiscal year ended December 31,
2004 were $12,180,501.

      The aggregate market value of the issuer's voting and non-voting common
equity held by non-affiliates computed by reference to the average bid and ask
price of such common equity as of March 20, 2005, was approximately $8,677,729.

      As of March 20, 2005 the issuer had 71,306,598 shares of common stock,
$.001 par value per share outstanding.

                    Documents Incorporated by Reference: NONE

          Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>

EXPLANATORY NOTE: THIS AMENDMENT NO. 1 ON FORM 10-KSB/A TO THE ANNUAL REPORT ON
FORM 10-KSB OF TELEPLUS ENTERPRISES, INC. FOR THE YEAR 2004 ENDED DECEMBER 31,
2004 WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31,
2005 IS BEING FILED TO AMEND CERTAIN DISCLOSURES OF PART II IN ITEM 5 CHANGES IN
SECURITIES AND ITEM 7 FINANCIAL STATEMENT IN CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITY, NOTE #7 COMMON STOCK, NOTE #10 COMPANY FINANCING AND NOTE
#11 CONSOLIDATED STATEMENT OF CASH FLOWS, WHICH SHOULD NOW READ AS CONTAINED
HEREIN.


                           TELEPLUS ENTERPRISES, INC.
                                   FORM 10-KSB
                          YEAR ENDED December 31, 2004
                                      INDEX

                                     Part I

    Item 1.       Description of Business......................            3

    Item 2.       Description of Property......................           12

    Item 3.       Legal Proceedings............................           12

    Item 4.       Submission of Matters to a Vote of
                  Security Holders.............................           13


                                     Part II

    Item 5.       Market for Common Equity and Related
                  Stockholder Matters..........................           13

    Item 6.       Management's Discussion and Analysis or
                  Plan of Operation............................           14

    Item 7.       Financial Statements.........................           26

    Item 8.       Changes in and Disagreements with
                  Accountants on Accounting and Financial
                  Disclosure...................................           44

    Item 8A.      Controls and Procedures......................           45


                                    Part III

    Item 9.       Directors, Executive Officers, Promoters
                  and Control Persons; Compliance with
                  Section 16(a) of the Exchange Act............           45

    Item 10.      Executive Compensation.......................           48

    Item 11.      Security Ownership of Certain Beneficial
                  Owners and Management and Related
                  Stockholder Matters..........................           49

    Item 12.      Certain Relationships and Related
                  Transactions.................................           50

    Item 13.      Exhibits and Reports on Form 8-K
                  (a)   Exhibits...............................           50

                  (b)   Reports on Form 8-K....................           50

    Item 14.      Principal Accountant Fees and Services.......           51

    Signatures.................................................           52


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Certain statements in this Annual Report on Form 10-KSB (this "Form 10
KSB"), including statements under "Item 1. Description of Business," and "Item
6. Management's Discussion and Analysis", constitute "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the "Reform Act"). Certain, but not necessarily all, of such forward-looking
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "should", or "anticipates", or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Teleplus Enterprises, Inc. ("TelePlus", "the Company", "we", "us" or "our") to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. References in this form
10-KSB, unless another date is stated, are to December 31, 2004.

BUSINESS DEVELOPMENT

      TelePlus Enterprises, Inc. (the "Company") was originally incorporated in
Nevada as Terlingua Industries, Ltd. on April 16, 1999. The Company's business
plan was to engage in online marketing and distribution of organic herbal
supplements in an international market. On January 27, 2000, the Company changed
its name to HerbalOrganics.com, Inc. ("HerbalOrganics"). Prior to the
acquisition, discussed below, the Company had not generated any revenues from
operations and was considered a development stage enterprise, as defined in
Financial Accounting Standards Board No. 7, whose operations principally
involved research and development, market analysis, securing and establishing a
new business, and other business planning activities.

      In September 2003, the Company formed a wholly-owned foreign subsidiary,
Teleplus Retail Services, Inc. ("Retail"), a Canadian corporation formed under
the laws of the province of Quebec. In October 2003, Retail acquired a
significant amount of assets from, and assumed certain liabilities of, 3577996
Canada, Inc., a Canadian Business Corporation ("3577996") relating to 3577996's
"TelePlus Consumer Services" business. Also in October 2003, Visioneer Holdings
Group Inc. acquired control of the Company. 3577996 and Visioneer Holdings Group
Inc. ("Visioneer") are controlled by the same shareholders. Marius Silvasan, the
Company's Chief Executive Officer and sole Director, controls Visioneer and
3577996. Mr. Silvasan indirectly controls the Company through Visioneer.

      For accounting purposes, the transaction was treated as an acquisition of
HerbalOrganics and a recapitalization of 3577996 with accounting treatment
similar to that used in a reverse acquisition. 3577996 emerged as the accounting
acquirer and the results of its operations carryover. The operations of
HerbalOrganics are not carried over and were adjusted to $0. HerbalOrganics
(which changed its name to TelePlus Enterprises, Inc.), however, remained as the
legal reporting entity.

      Prior to the acquisition, 3577996 had operated the TelePlus Consumer
Services business since 1999. As a result of the acquisition by Retail of the
TelePlus Consumer Services business from 3577996 and a change in business focus,
HerbalOrganics.com, Inc. changed its name to TelePlus Enterprises, Inc.
Hereinafter, a reference to the Company or TelePlus includes a reference to the
TelePlus Consumer Services business and vice-versa unless otherwise provided.

      In March 2003, the Company declared a 10:1 forward stock split. In October
2003, the Company declared a 2.375:1 forward stock split. The effects of the
stock splits have been retroactively reflected in this report on Form 10-KSB
unless otherwise stated.


                                       3
<PAGE>

BUSINESS OF THE ISSUER

      The Company is a vertically integrated provider of wireless and landline
products and services across North America. The Company's retail division -
TelePlus Retail Services, Inc. - owns and operates a national chain of TelePlus
branded stores in major shopping malls, selling a comprehensive line of wireless
and portable communication devices. TelePlus Wireless, Corp. operates a virtual
wireless network selling cellular network access to distributors in the United
States. TelePlus Connect, Corp. is a reseller of landline and long distance
services including internet services.

      Currently there is a good fit between the Company's resources and the
opportunities and threats posed by its external environment. The Company has a
diversified product mix that is complemented with unique accessory offerings.
The Company has prominently displayed, attractive, strategically located retail
outlets, experienced employees and management and strong supplier relations. The
Company believes that growth will to come in three folds.

GROWTH IN CANADA:

      The Company through its wholly owned subsidiary TelePlus Retail Services,
Inc. currently operates 39 TelePlus branded stores in three Canadian provinces.
The Company intends to increase to 70 the number of TelePlus branded stores by
2007. These stores are expected to be located in major metro centers. The
Company completed in 2004 acquisition of two companies: SMARTCELL and CELLZ.

      The Company through its wholly owned subsidiary TelePlus Connect, Corp. is
planning to offer landline and long distance prepaid services to selected
individuals in Canada who cannot obtain basic telecom services from traditional
telecom carriers. These individuals are often called the unbanked. Current
estimates place the unbanked market in North America at 9.5% of total households
and the market size is estimated at over $1 billion.

      To facilitate the rollout of this service the Company has negotiated and
expects to soon sign definitive agreements to acquire 100% of the shares of Keda
Consulting Corp. and Freedom Phones Lines. The Company also acquired Telizon on
January 26th 2005.

      o     Keda Consulting Corp. provides a broad range of management
            consulting services to the North American telecommunications
            industry, specializing in business development, sales/marketing, and
            operations. Once the acquisition of Keda is completed, it will
            change its name to TelePlus Connect Corp. and Keda's management will
            take over the operations of TelePlus' prepaid landline and long
            distance telephone service operations. The Company is expected to
            benefit from Keda's and Freedom's management teams which have much
            experience in the telecommunications industry. The Company believes
            a seasoned and experienced management team, familiar with all
            aspects of the rapidly growing and changing telecommunications
            business, is a key strategic asset.

      o     Freedom Phone Lines, headquartered in Ontario, Canada, is a Bell
            Canada reseller of landline and long distance services, which
            services over 3,300 customers in the Ontario area and generates
            yearly revenues of $2.5 million and EBITDA of $0.300 million.

      o     In January 2005, the Company entered into a definitive agreement to
            acquire Telizon, Inc., subject to the Company receiving financing
            for the deal. The terms of the acquisition call for the Company to
            pay $7.2 million in cash no later than 150 days from January 26,
            2005. Telizon is a reseller of landline/long distance services and
            also an Internet service provider. Telizon has annual revenues of
            $12.0 million and EBITDA of $1.6 million. Management anticipates
            that the deal, if successfully completed, will accelerate the
            Company's business plan by 18 months, resulting in a revenue run
            rate of $30 million and EBITDA of over $1 million, as well as
            synergies with other Teleplus operations

GROWTH IN THE UNITED STATES:

      TelePlus intends to deploy a private label wireless program under the
"TelePlus" brand name in the US. TelePlus Wireless Corp. ("TelePlus Wireless"),
a wholly-owned subsidiary of TelePlus Enterprises, Inc. initiated deployment of
the Company's MVNO during the month of October. Offering private label wireless
services is commonly referred to as creating a Mobile Virtual Network Operator
("MVNO"). This market was developed first in Europe, where more than 20 MVNO's
can be found. Virgin Mobile of England and Wireless Maingate of Sweden were
among the first group of MVNO's launched in Europe. TelePlus intends to make its
phone available at superstores and vending machines throughout the US.


                                       4
<PAGE>

      To facilitate the development and rollout of Teleplus' MVNO service, the
Company announced:

      o     In November 2004, an agreement with Consumer Cellular for the use of
            the AT&T Wireless network, now part of Cingular network, which
            called for the network to be the carrier of choice to run TelePlus'
            mobile virtual network; and

      o     In January 2005, a distribution agreement with Mr. Prepaid. The
            agreement covers the distribution of Teleplus Wireless services
            across the Mr. Prepaid Network. Mr. Prepaid, based in the United
            States, supplies a variety of wireless phones, related accessories
            and wireless and long distance vouchers to over 700 retail points of
            distribution located on the East Coast of the United States.
            Additionally, it recently launched its own Mobile Virtual Network
            program under the UR MOBILE brand name.

      TelePlus has shown strong revenue growth from $1.4 million in 2000 to
$12.2 million as of December 31, 2004. TelePlus delivers high consumer
confidence and exceptional customer service, which is evidenced by winning 4
consecutive times the Canadian "Consumer's Choice Award" for best wireless
retail business - 2002, 2003, 2004 & 2005.

PRINCIPAL PRODUCTS AND SERVICES

      TelePlus is a leading provider of wireless and portable communication
devices in Canada. TelePlus' products include wireless handsets and services
from major Canadian carriers, international phones, satellites, home phones and
other mobile electronic devices including an exclusive line of international GSM
world phones. Sales of these products accounted for over 75% of the Company's
total revenue for the fiscal year ended December 31, 2004.

      Over the last few years, TelePlus has successfully negotiated distribution
agreements with the major Canadian wireless providers as well as with a variety
of communication vendors. Today, those agreements allow TelePlus to promote the
following products and services, among others:

         PRODUCT/SERVICE                    PROVIDER/VENDOR
    * Wireless Products/Services            Fido Solutions, Telus Mobility, Bell
                                            Mobility, Virgin Mobile
    * Home Phones                           V-Tech, Sanyo, Siemens, Uniden
    * Pagers and 2-way Pagers               PageNet, Unipage,
    * Satellite Dish systems                StarChoice

      TelePlus' range of products offering has continuously increased since
inception. TelePlus continuously re-evaluates its product offering to include
items that have both solid retail potential and the ability to further boost
demand for our existing product lines. TelePlus expects to continue developing
its product offering over the next few years to become the premier choice of
consumers seeking the purchase of wireless and portable communication devices.

      TelePlus is the largest small store multi-brand wireless retailer in the
province of Quebec. The Company had $ 12,180,501 in sales revenue for the fiscal
year ended December 31, 2004. The Company's wireless partners have identified
the Company as a top wireless retailer due to high sales performance and
excellent customer service. The Company markets its products and services to
virtually every market segment. During the fiscal year ended December 31, 2004,
TelePlus embarked on an aggressive five-year expansion plan, discussed in more
detail below under "Item 6. Management's Discussion and Analysis."


                                       5
<PAGE>

      The Canadian wireless market consists of business clients and consumer
users. The market for business clients can be further subdivided into
operational users and professional users. Operational users include primarily
firms which view wireless services and devices as a tool to increase
productivity and reduce costs. Professional users primarily include users using
wireless services and devices to facilitate communication and increase their
availability to swiftly deal with customer and supplier demands. The consumer
users market can be subdivided into families and youths.

      Each market segment gives particular importance to the different wireless
market attributes. Business clients are more focused on awareness, networks,
devices and standards whereas consumer users focus on awareness and price.
Operational users place more importance on standards and software than do
professional users or consumer users.

      The Company selects retail outlets based on each Canadian wireless
carrier's targeted market strategy and the importance that each market segment
gives to the market attributes. Based on this information, the Company locates
its retail outlets in malls in major metropolitan areas that have shown a
consistent demographic increase over the last few years with similar or
improving trends over the foreseeable future, the population of which
predominately consists of young families or single professionals earning average
to higher than average incomes.

DISTRIBUTION

      TelePlus has earned a reputation for revolutionizing the wireless
marketplace in Canada. To differentiate its product offering from that of its
competitors, TelePlus operates 39 TelePlus branded stores under the "one-stop
wireless shop" concept. The Company has warehouses in Montreal and Toronto from
which it distributes its products to the retail locations. The Company uses a
sophisticated point-of-sale ("POS") system to manage its inventory requirements
and efficiently distribute inventory to the retail locations.

      Teleplus provides its customers with a wide range of choices for wireless
products and services from different service providers and manufacturers.
TelePlus is not locked into an agreement with any one wireless service provider;
therefore, the Company maintains the flexibility to provide its customers with
more services than its competition. In addition, TelePlus' flexibility and
speed, supported by its professional sales consultants, provides its customers
with extensive technical support in both product knowledge and service programs.
This "one-stop wireless shop" concept differs from the conventional wireless
store business model employed by most of its competitors. The "one-stop wireless
shop" concept delivers customers with an optimum wireless solution based on
their particular needs and expectations.

      TelePlus does not set the retail prices that it charges for products sold
to its customers. The Company's suppliers require the Company to sell the
products at manufacturers' suggested retail prices. The strategy generally
protects the Company's sales margins and limits price-based competition.
However, during periods of intense competition among wireless carriers this
strategy leads to price erosion particularly on handsets that are sold to first
time buyers which tend to be very price conscientious as discussed in more
detail under "Item 6. Management's Discussion and Analysis."


                                       6
<PAGE>

      The Company's suppliers provide a full refund policy on most of their
products which the Company extends to its customers. This refund policy
minimizes the Company's losses of margin as a result of returned products.

      In addition, the Company benefits of protection mechanisms from its
suppliers that protect the Company's margins against erosion. Any changes in the
retail price of handsets, which is the largest selling product in dollar value,
allows the Company to claim the reduction in profit through carrier credits.

COMPETITIVE OVERVIEW

WIRELESS SECTOR

      The wireless industry is a vast and fast growing industry of the
Telecommunications Sector. As time passes, wireless phones are becoming more and
more commonplace. According to EMC, a leading researcher and publisher of
intelligence about wireless markets, there are now more than 1 billion wireless
phone subscribers worldwide and 50% of all calls in the world will soon be
wireless. IDC estimates that total sales of worldwide mobile phones increased
20% in 2004 to 658 million units. Some key trends that investors should be aware
of and are important in evaluating the industry's potential growth include the
following:

o     The costs of acquiring and maintaining a wireless plan has dropped over
      the years as a result of pricing pressures, promotional events by
      carriers, and increased customer churn (customer churn is defined as the
      number of clients who cancel their contract with the carrier prior to the
      end of the term);

o     The wireless telecommunications industry is experiencing (and will
      continue to experience) significant technological change, which has led
      wireless carriers to upgrade their wireless networks capabilities and
      rollout new product and service offerings, such as photos, music, and
      wireless Internet (Wi-FI);

o     Wireless phone manufactures, such as Samsung, LG, and Pantech, are now
      marketing next generation phones with advanced features;

o     The image of wireless devices has changed from a luxury gadget to a
      business and entertainment tool. Moreover, the Yankee Group has stated
      that Americans are now looking at wireless service as a utility rather
      than a novelty;

o     Wireless number portability, which recently took effect, provides
      customers with more flexibility when choosing a carrier and increases the
      rate of new activations; and

o     According to J.D. Power, consumers are increasingly more satisfied with
      their wireless service, call quality, and cost.

CANADIAN WIRELESS INDUSTRY

      According to industry data, by the end of 2005, more than half of all
Canadians will be mobile phone customers. Canadians currently use more than 12
million wireless phones on a daily basis. According to the Canadian
Radio-television and Telecommunications Commission, the wireless industry is a
key driver of the Canadian Telecommunications sector, consistently posting
double digit sales gains; recently increasing 13% to over $8 billion. The
Canadian Wireless Telecommunications Association estimates that in 2004 there
were over 13.6 million wireless subscribers, including 10.4 million postpaid and
3.2 million prepaid.


                                       7
<PAGE>

      In Canada, consolidation amongst wireless carriers has been a trend.
Recently, Rogers Wireless announced deals with AT&T Wireless and Microcell that
has positioned it as the largest carrier of wireless services in Canada, with
about 37% market share or 5.298 million subscribers. Other major carriers, in
market share order, include Bell Mobility, a unit of BCE (NYSE: BCE), with a 33%
market share and TELUS Mobility with a 26% market share.

AMERICAN WIRELESS INDUSTRY

      The vastness and fast growing nature of the American wireless industry is
illustrated by the following statistics: In a January 2005 Business Week
article, Gartner estimated that 2005 wireless revenues will grow 11% to $122.5
billion;

o     Euromonitor, in a July 2003 report, estimated that in 2003 the retail
      post-paid wireless industry totaled $3.8 billion, and is expected to reach
      $5.1 billion by 2007. Atlantic-ACM estimated in February 2003, that the
      pre-paid retail wireless industry will grow from $4.4 billion in 2003 to
      $9.5 billion in 2007;

o     According to J.D. Power, 59% of the U.S. households have a wireless phone
      connection. Industry analysts project that penetration rates will reach
      60% to 70% by 2005;

o     The Yankee Group stated in an August 2004 report that 50% of 13 to 17 year
      olds have a wireless phone, a sizable increase from a 2003 survey in which
      33% of teens were reported to have a wireless phone. Increased penetration
      of this segment of the population has been driven by an increase in
      marketing of family plans;

o     The Yankee Group also projected that by the end of 2006, there will be
      over 200 million wireless phone subscribers;

o     The Federal Communication Commission (FCC) stated in a September 2004
      report that 97% of the total domestic population live in an area in which
      at least three carriers offer wireless services;

o     The FCC also found that at the end of 2003 there were 160.6 million
      wireless subscribers, a 13.3% increase from the end of 2002. These
      subscribers used their service, on average, 500 minutes per month. Minute
      usage increased by 17.1% over the prior year driven by an increase in text
      messaging and more advanced headsets that were utilized for advanced and
      novel leisure and entertainment purposes; and

o     According to First Global Research, the domestic wireless market is adding
      4 to 5 million net new subscribers each quarter.

      The major wireless carriers in the United States in order of subscribers
are Cingular (a joint venture of BellSouth Corp. and SBC Communications Inc.),
Verizon Wireless (a unit of Verizon), SprintPCS, TMobile (a unit of Deutsche
Telekom), and Nextel. According to Bear Stearns and Baird, these operators at
last count had over 138 million subscribers and last twelve months revenues of
over $80 billion. The five major carriers have over 80% market share of the
total wireless market in the United States of 172 million at the end of the
third quarter of 2004.


                                       8
<PAGE>

      Consolidation amongst carriers in the United States has also been an
ongoing trend. In late 2004, Cingular finalized its combination with AT&T
Wireless. More recently, Sprint and Nextel have stated their intention to
combine. Consolidation is also apparent in the second tier as Western Wireless
(NASDAQ: WWCA), a regional wireless carrier, is in the midst of being acquired
by Alltel (NYSE: AT), the sixth largest wireless carrier.

      According to the AP, the FON/NXTL deal would fortify Sprint's position as
the nation's third largest wireless service provider behind Cingular Wireless
and Verizon Wireless and have 35 million wireless subscribers and $40 billion in
annual revenue. The Alltel and Western Wireless deal would create a $10 billion
Company with 9.8 million subscribers or about 6% of the wireless market in the
United States.

      According to Bloomberg, industry consolidation is occurring due to a more
competitive business environment. Carriers are suffering from lower average
price per minute and a lower rate of new subscribers being added to the overall
subscriber base.

RETAIL WIRELESS INDUSTRY OVERVIEW

      The Company's primary business is wireless retail operations in Canada.
The Canadian and Worldwide retail wireless industry (post-paid and pre-paid) is
a huge and fast growing industry in the Retail Technology Sector. (FYI:
post-paid customers subscribe to a monthly service plan usually under a one or
two year contract, while pre-paid customers typically do not sign a contractual
agreement with a cellular carrier. Consumers typically buy airtime in $20 to
$100 denominations at a higher per minute rate than most postpaid plans).

      The retail wireless industry is highly competitive and fragmented, with no
dominant player. The Company's retail operations primarily compete with a
variety of small distributors and specialized retailers, such as Cabine
Telephonique and Wireless Wave, that focus on a particular segment of the
market, as well as a few single large distributors/retailers in Canada that
offer a broad range of products, including FutureShop, Office Depot (NYSE: ODP),
and Best Buy (NYSE: BBY). Competition may also come from the Company's own
suppliers/distributors/carriers who sell directly to commercial and retail
customers. Additionally, a number of companies (well known and obscure) have
established e-commerce operations targeted at the wireless consumer.

      Competition in the industry is based on product quality, competitive
pricing, delivery efficiency, customer service and satisfaction levels,
maintenance of satisfactory dealer relationships, and the ability to anticipate
changes in technology and customer preferences.

      Publicly traded companies in the United States that have retail wireless
operations include: Circuit City (NYSE: CC), BestBuy, FTS Group (OTC BB: FLIP),
Office Depot (NYSE: ODP), and RadioShack (NYSE: RSH).

MVNO MARKET OVERVIEW

      Mobile Virtual Network Operators (MVNOs), which buy mobile services from
established wireless operators and resell the service under their own brand
names, were first developed in Europe, where there are currently over 20 MVNO's,
including Virgin Mobile and Wireless Maingate. These two companies are believed
to be two of the early pioneers in this space. Others companies that have or are
developing MVNO offerings in North America include AT&T (NYSE: T), Boost, ESPN,
Tracfone, Qwest (NYSE: Q), and Vonage.


                                       9
<PAGE>

      In a recent article in the Wall Street Journal, the author mentioned that
industry watchers believe Virgin Mobile USA, an MVNO with over 2 million
subscribers that resells access to the Sprint network, is set to go public in
the near future. If this should occur, it would represent the only pure publicly
traded MVNO Company in the United States. Already, Virgin Mobile UK, an MVNO
with over 4 million subscribers in the UK that resells access to the T-Mobile
network, is publicly traded in Europe.

      The primary advantage of operating as an MVNO is that such an operation
requires much less capital and overhead than the operations of a traditional
wireless carrier. An MVNO simply utilizes existing networks from established
carriers. However, substantial amounts of monies may be needed to build brand
recognition and pay for access to a carrier's network.

      A secondary advantage to retail oriented companies, such TLPE, is that an
MVNO offering may provide opportunity to expand its overall margins as it picks
up incremental revenues at higher margins.

DEPENDENCE ON ONE OR A FEW CUSTOMERS

      As of December 31, 2004, amounts due from two customers amounted to 99% of
total trade accounts receivable. One customer accounted for 28% of total
revenues for the year ended December 31, 2004.

INTELLECTUAL PROPERTY

      TelePlus filed an application to obtain "SimplySellular" as a trademark
which it was granted January 7th 2005.

NEED FOR GOVERNMENT APPROVAL

      TelePlus does not need any government approval.

EMPLOYEES

      TelePlus has a total of 175 employees, 140 of which are employed on a
full-time basis.

RECENT BUSINESS DEVELOPMENTS

      On July 12, 2004, Teleplus secured $11,000,000 in financing from Cornell
Capital Partners LP. The terms of the transaction call for TelePlus to receive
initial funding in the amount of $1,000,000 payable in three (3) installments:
$450,000 payable on closing, $400,000 payable upon filing of a registration
statement and the balance of $150,000 payable upon the registration statement
becoming effective. As part of the transaction the Company also secured
$10,000,000 under a Standby Equity Agreement. Teleplus can draw the funds under
the Standby Equity Agreement over a 24 month period based on Teleplus' funding
requirements subject to an effective registration with the SEC which became
effective Oct 1st 2004. The proceeds will be used to finance existing and future
acquisitions, capital expenditures, increases in inventory and for general
working purposes. As at October 10, 2004 Teleplus has received the initial
$1,000,000 pertaining to this agreement. Teleplus has set up a convertible
debenture on its balance sheet to account for this Transaction. Agreements
pertaining to the financing arrangement were filed. In connection with the
Standby Equity Agreement Teleplus issued 258,098 shares of common stock as
financing costs.

      As at December 31, 2004 Teleplus has received an additional $ 1,750,000
from Cornell Capital Partners LP. These funds were drawn against the $10,000,000
Standby Equity Agreement that was secured on July 16, 2004.


                                       10
<PAGE>

      In October 2004, the Company signed a Letter of Intent (LOI) to acquire
all of the assets, except the phone card business assets, of US based Mr.
Prepaid. The terms of the transaction call for TelePlus to pay a combination of
cash and stock compensation valued at up to approximately USD$3 million to the
principals of Mr. Prepaid. January 18, 2005 after conducting a thorough due
diligence review of Mr. Prepaid, the Company and its strategic advisors have
decided that the prudent decision is not to proceed with the acquisition.
Rather, It was decided that a network wide distribution agreement would be more
beneficial to the Company at this time, the details of which are as follows:

      o     Shareholder Dilution - TelePlus and its strategic advisors
            determined that a network wide distribution agreement would reap
            substantially the same benefit to the Company without creating any
            dilution for shareholders

      o     Focus On Core Competency - Our due diligence process indicated that
            an acquisition of Mr. Prepaid would require significant attention
            and resources towards initiatives that did not involve our core
            competency and would divert management from its plan to establish
            TelePlus as a significant participant within our industry.

      o     Highest and Best Use of Company Resources - It was determined that
            use of TelePlus cash and human resources would generate a far
            greater return on investment if aimed towards developing a national
            distribution network, as opposed to the narrower geographical reach
            of Mr. Prepaid.

      o     Capitalizing on Focused Opportunities - TelePlus has and will have
            the opportunity to take advantage of business opportunities that are
            focused on our core industry strengths. As such, it was determined
            that capitalizing on such opportunities would yield greater returns
            on investment and equity than any acquisition of Mr. Prepaid could.

      In November 2004, the Company hired Kelly McLaren as its new COO and
President.

      In December 2004, the Company announced it had signed a definitive
agreement to acquire 100% of the shares of Freedom Phones Lines. Freedom Phone
Lines, headquartered in Ontario, Canada, is a Bell Canada reseller of landline
and long distance services, which serves over 3,300 customers in the Ontario
area and generates yearly revenues of $2.5 million and EBITDA of $0.300 million.
The terms of the acquisition call for the Company to pay $0.480 million in cash
upon closing and issue $0.480 million worth of shares also upon closing to the
shareholders of Freedom.

      In December 2004, the Company announced it had signed a definitive
agreements to acquire 100% of the shares of Keda Consulting Corp. Keda
Consulting Corp. provides a broad range of management consulting services to the
North American telecommunications industry, specializing in business
development, sales/marketing, and operations. Once the acquisition of Keda is
completed, it will change its name to TelePlus Connect Corp. and Keda's
management will take over the operations of TelePlus' prepaid landline and long
distance telephone service operations. The Company is expected to benefit from
Keda's and Freedom's management teams which have much experience in the
telecommunications industry. The Company believes a seasoned and experienced
management team, familiar with all aspects of the rapidly growing and changing
telecommunications business, is a key strategic asset. The terms of the
transaction call for TelePlus to pay the shareholders of Keda on an earn-out
basis up to $16 million based on the achievement by TelePlus Connect of specific
EBITDA benchmarks during the next 48 months.


                                       11
<PAGE>

      In January 2005, the Company announced it entered into a definitive
agreement to acquire Telizon, Inc., subject to The Company receiving financing
for the deal. The terms of the acquisition call for the Company to pay $7.2
million in cash no later than 150 days from January 26, 2005. Telizon is a
reseller of landline/long distance services and also an Internet service
provider. Telizon has annual revenues of $12.0 million and EBITDA of $1.6
million.

ITEM 2. DESCRIPTION OF PROPERTY

      TelePlus currently has in place 39 leases for various properties,
consisting of 38 retail store leases and 1 lease for its principal office in
Montreal Canada. The retail stores are located in provinces of Quebec, Ontario
and British Columbia, Canada. The retail stores vary in size from 300 to 700
square feet. The Company's principal office is located in approximately 5,500
square feet of leased office. The aggregate monthly rental commitment for the
retail stores is USD$105,999. The monthly rental commitment for the principal
office is USD$5,834. The term of the leases vary between 2 to 5 years.

ITEM 3. LEGAL PROCEEDINGS

      The following proceedings have been instigated against the Company. The
Company does not believe that the following legal proceedings would have a
materially adverse impact on the Company's business or its results of
operations, nevertheless such proceedings are disclosed.

      Goods and Services. TelePlus is currently defending an action instigated
against it by one of its suppliers. Such supplier claims that the Company
defaulted on the payment of goods sold by supplier to the Company. The Company
claims that it failed to pay the goods sold by supplier because such goods were
purchased contingent on supplier making available to the Company wireless
network access which supplier failed to provide. The Company is unable to sell
these goods at retail and has attempted, without success, to return the goods to
the supplier. The supplier has refused to take the goods back. Total liability
to the Company, if it losses the claim, may reach a maximum of $20,000.

      Proposed Tax Assessment. Teleplus is involved in proceedings with the
Minister of Revenue of Quebec ("MRQ"). The MRQ has proposed an assessment of for
the Goods and Services Tax ("GST") and Quebec Sales Tax ("QST") of approximately
CDN$474,000 and penalties of approximately CDN$168,000. The proposed tax
assessment is for CDN$322,000 for QST and CDN$320,000 for GST. Teleplus believes
that certain deductions initially disallowed by the MRQ for the QST are
deductible and is in the process of compiling the deductions to the MRQ. It is
possible that cash flows or results of operations could be materially affected
in any particular period by the unfavorable resolution of one or more of these
contingencies.

      Wrongful Dismissal: A former employee of TelePlus retail Services, Inc., a
subsidiary of the Company, has instigated a claim in Quebec Superior Court in
the amount of $90,000 against the Company for wrongful dismissal. The Company
doesn't believe the claim to be founded and intends to vigorously contest such
claim. The parties are at discovery stages.


                                       12
<PAGE>

The Company has instigated the following claim against Wal-Mart Canada, corp.:

      Wal-Mart Canada, Corp. The Company's subsidiary, TelePlus Management, has
instigated September 23rd, 2004 in the Ontario Superior Court of Justice a
USD$2.3 million claim against Wal-Mart Canada Corp. for breach of agreement.
Parties are at discovery stages.

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

      None

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

"Bid" and "asked" offers for the common stock are listed on the NASDAQ
OTC-Bulletin Board published by the National Quotation Bureau, Inc. The
Company's common stock began trading in the first quarter of 2003, under the
trading symbol, "HBOG". The symbol was changed to "TLPE" in connection with the
Company's name change on October 10, 2003.

The following table sets forth the high and low bid prices for the Company's
common stock for the periods indicated as reported by the NASDAQ OTC-Bulletin
Board. The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

                                            Bid Prices

Quarter Ended                      High                    Low
-------------                      -----                  -----
December 31, 2004                  $0.42                  $0.37
September 30, 2004                 $0.47                  $0.42
June 30, 2004                      $0.74                  $0.65
March 31, 2004                     $2.57                  $2.47

There were 78 holders of record of the common stock as of March 28, 2005. The
Company has never paid a cash dividend on its common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends to reinvest in its business operations any funds that could be used to
pay a cash dividend. The Company's common stock is considered a "penny stock" as
defined in certain rules (the "Rules") under the Securities Exchange Act of
1934. In general, a security which is not quoted on NASDAQ or has a market price
of less than $5 per share where the issuer does not have in excess of $2,000,000
in net tangible assets (none of which conditions the Company meets) is
considered a penny stock. The SEC's rules regarding penny stocks impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally persons with net worth in excess of $1,000,000 or an annual income
exceeding $200,000 or $300,000 jointly with their spouse). For transactions
covered by the rules, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written agreement to
the transaction prior to the sale. Thus the Rules affect the ability of
broker-dealers to sell the Company's shares should they wish to do so because of
the adverse effect that the Rules have upon liquidity of penny stocks. Unless
the transaction is exempt under the Rules, under the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer
transactions in penny stocks are required to provide their customers with (i) a
risk disclosure document; (ii) disclosure of current bid and ask quotations if
any; (iii) disclosure of the compensation of the broker-dealer and its sales
personnel in the transaction; and (iv) monthly account statements showing the
market value of each penny stock held in the customer's account. As a result of
the penny stock rules the market liquidity for the Company's securities may be
severely adversely effected by limiting the ability of broker-dealers to sell
the Company's securities and the ability of purchasers of the securities to
resell them.


                                       13
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

      None.

CHANGES IN SECURITIES

      During the fourth quarter we issued 512,181 common shares to Cornell
Capital Partners ("Cornell") in connection with the the conversion of
convertible debentures.

      During the fourth quarter we issued 551,125 common shares to Cornell
Capital Partners ("Cornell").

      In December, 2004, the Company issued an aggregate of 140,000 common
shares of its common stock, $.001 par value per share which were not registered
under the Act to the Cellz principals in connection with the acquisition of
Cellz. The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the recipients had access to information that would be included in a
registration statement, took the shares for investment and not resale and the
Company took appropriate measures to restrict transfer.

      In December, 2004, the Company issued an aggregate of 120,000 common
shares of its common stock, $.001 par value per share which were not registered
under the Act to the SmartCell principals in connection with the acquisition of
SmartCell. The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the recipients had access to information that would be included in a
registration statement, took the shares for investment and not resale and the
Company took appropriate measures to restrict transfer.

      In December, 2004 we issued 10,000 common shares of our common stock to
Michael Karpheden, a director of the Company, as director's compensation
pursuant to a private placement.

      In December, 2004 we issued 10,000 common shares of our common stock to
Hakan Wretsell, a director of the Company, as director's compensation pursuant
to a private placement.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      This report contains forward looking statements within the meaning of
Section 27a of the Securities Act of 1933 and Section 21e of the Securities
Exchange Act of 1934. These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or anticipated results, including those set forth under
"Factors that may affect future results" in this Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
report. The following discussion and analysis should be read in conjunction with
"Selected Financial Data" and the Company's financial statements and notes
thereto included elsewhere in this report.


                                       14
<PAGE>

OVERVIEW

      The Company was originally incorporated in Nevada as Terlingua Industries,
Ltd. on April 16, 1999. The Company's business plan was to engage in online
marketing and distribution of organic herbal supplements in an international
market. On January 27, 2000, the Company changed its name to HerbalOrganics.com,
Inc. ("HerbalOrganics"). Prior to the transactions discussed below, the Company
had not generated any revenues from operations and was considered a development
stage enterprise, as defined in Financial Accounting Standards Board No. 7,
whose operations principally involved research and development, market analysis,
securing and establishing a new business, and other business planning
activities.

      On October 10, 2003, Visioneer Holdings Group Inc. ("Visioneer")
subscribed to purchase 18,050,000 restricted, newly issued shares of the
Company's common stock, $.001 par value per share. Also on that same date,
Visioneer purchased 23,750,000 shares of issued and outstanding common stock
from Thomas Whalen, the Company's former Chief Executive Officer. As a result of
the subscriptions and the purchase, control of the Company shifted to Marius
Silvasan, the beneficial owner of Visoneer.

      In September 2003, the Company formed a wholly-owned subsidiary, Teleplus
Retail Services, Inc., a Quebec, Canada Corporation ("Teleplus Retail"). In
October 2003, Teleplus Retail purchased substantially all of the assets of
3577996 Canada Inc., a Canada Business Corporation ("3577996"), that related to
3577996's "TelePlus Consumer Services" business.

      The Company is a vertically integrated provider of wireless and landline
products and services across North America. The Company's retail division -
TelePlus Retail Services, Inc. - owns and operates a national chain of TelePlus
branded stores in major shopping malls, selling a comprehensive line of wireless
and portable communication devices. TelePlus Wireless, Corp. operates a virtual
wireless network selling cellular network access to distributors in the United
States. TelePlus Connect, Corp. is a reseller of landline and long distance
services including internet services.

MARKETING STRATEGY

      Currently there is a good fit between the Company's resources and the
opportunities and threats posed by its external environment. The Company has a
diversified product mix that is complemented with unique accessory offerings.
The Company has prominently displayed, attractive, strategically located retail
outlets, experienced employees and management and strong supplier relations. The
Company believes that growth will to come in three folds.

GROWTH IN CANADA:

      The Company through its wholly owned subsidiary TelePlus Retail Services,
Inc. currently operates 39 TelePlus branded stores in three Canadian provinces.
The Company intends to increase to 70 the number of TelePlus branded stores by
2007. These stores are expected to be located in major metro centers. The
Company completed in 2004 acquisition of two companies: SMARTCELL and CELLZ.


                                       15
<PAGE>

      The Company through its wholly owned subsidiary TelePlus Connect, Corp. is
planning to offer landline and long distance prepaid services to selected
individuals in Canada who cannot obtain basic telecom services from traditional
telecom carriers. These individuals are often called the unbanked. Current
estimates place the unbanked market in North America at 9.5% of total households
and the market size is estimated at over $1 billion.

      To facilitate the rollout of this service the Company has negotiated and
expects to soon sign definitive agreements to acquire 100% of the shares of Keda
Consulting Corp. and Freedom Phones Lines. The Company also acquired Telizon,
Inc. on January 26th 2005.

      o     Keda Consulting Corp. provides a broad range of management
            consulting services to the North American telecommunications
            industry, specializing in business development, sales/marketing, and
            operations. Once the acquisition of Keda is completed, it will
            change its name to TelePlus Connect Corp. and Keda's management will
            take over the operations of TelePlus' prepaid landline and long
            distance telephone service operations. The Company is expected to
            benefit from Keda's and Freedom's management teams which have much
            experience in the telecommunications industry. The Company believes
            a seasoned and experienced management team, familiar with all
            aspects of the rapidly growing and changing telecommunications
            business, is a key strategic asset.

      o     Freedom Phone Lines, headquartered in Ontario, Canada, is a Bell
            Canada reseller of landline and long distance services, which
            services over 3,300 customers in the Ontario area and generates
            yearly revenues of $2.5 million and EBITDA of $0.300 million.

      o     In January 2005, the Company entered into a definitive agreement to
            acquire Telizon, Inc., subject to the Company receiving financing
            for the deal. The terms of the acquisition call for the Company to
            pay $7.2 million in cash no later than 150 days from January 26,
            2005. Telizon is a reseller of landline/long distance services and
            also an Internet service provider. Telizon has annual revenues of
            $12.0 million and EBITDA of $1.6 million. Management anticipates
            that the deal, if successfully completed, will accelerate the
            Company's business plan by 18 months, resulting in a revenue run
            rate of $30 million and EBITDA of over $1 million, as well as
            synergies with other Teleplus operations

GROWTH IN THE UNITED STATES:

      TelePlus intends to deploy a private label wireless program under the
"TelePlus" brand name in the US. TelePlus Wireless Corp. ("TelePlus Wireless"),
a wholly-owned subsidiary of TelePlus Enterprises, Inc. initiated deployment of
the Company's MVNO during the month of October. Offering private label wireless
services is commonly referred to as creating a Mobile Virtual Network Operator
("MVNO"). This market was developed first in Europe, where more than 20 MVNO's
can be found. Virgin Mobile of England and Wireless Maingate of Sweden were
among the first group of MVNO's launched in Europe. TelePlus intends to make its
phone available at superstores and vending machines throughout the US.

         To facilitate the development and rollout of Teleplus' MVNO service,
the Company announced:

      o     In November 2004, an agreement with Consumer Cellular for the use of
            the AT&T Wireless network, now part of Cingular network, which
            called for the network to be the carrier of choice to run TelePlus'
            mobile virtual network; and


                                       16
<PAGE>

      o     In January 2005, a distribution agreement with Mr. Prepaid. The
            agreement covers the distribution of Teleplus Wireless services
            across the Mr. Prepaid Network. Mr. Prepaid, based in the United
            States, supplies a variety of wireless phones, related accessories
            and wireless and long distance vouchers to over 700 retail points of
            distribution located on the East Coast of the United States.
            Additionally, it recently launched its own Mobile Virtual Network
            program under the UR MOBILE brand name.


COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2004 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2003

      Sales revenues for the fiscal year ended December 31, 2004 increased
$4,528,526(or 59%) to $12,180,501 as compared to $7,651,975 for the fiscal year
ended December 31, 2003. The increase in sales revenues was primarily to
acquisition of new stores and opening of new retail outlets by the Company.

      Cost of revenues for the year ended December 31, 2004 increased $3,305,435
(or 59%) to $8,882,478 as compared to $5,577,043 for the fiscal year ended
December 31, 2003. The Company maintained the same cost of revenues 73% for the
fiscal year ended December 31, 2004 as compared to the fiscal year ended
December 31, 2003.

      Gross profit as a percentage of sales ("gross profit margin") was
unchanged at 27% for the fiscal year ended December 31, 2004 as compared to the
fiscal year ended December 31, 2003. The Company was able to increase the
overall revenues of the Company and maintain the same gross profit margin as was
achieved by lower sales for the fiscal year ended December 31, 2003.

      General, administrative, ("G&A") expense for the fiscal year ended
December 31, 2004 increased $1,323,155 (or 50%) to $3,975,318 as compared to
$2,652,163 for the fiscal year December 31, 2003. The increase in G&A was due to
higher store operating costs associated with the increase in the number of
stores, increase in head office costs to support the expansion of the Company
through the end of 2004, and increased costs associated with acquisitions and
costs incurred in obtaining additional financing.

      The Company increased its advertising expense for the fiscal year ended
December 31, 2004 by $14,000 (or 52%) to $41,000 as compared to $27,000 for the
fiscal year ended December 31, 2003. The increase in advertising expense was due
to increased number of stores for the fiscal year ended December 31, 2004.

      Interest expense increased to $71,904 for the fiscal year ended December
31, 2004 from $3,706 for the fiscal year ended December 31, 2003 The increase
was due mainly to the accrual of interest on the convertible debt and promissory
note as part of the capital raised by the Company during the fiscal year ended
December 31, 2004.

      The Company had a net loss of $1,073,970 for the fiscal year ended
December 31, 2004, as compared to net loss of $715,787 for the fiscal year ended
December 31, 2003. The increase in net loss was due mainly to an increase in the
Company's depreciation and amortization expense of intangible assets, interest
expenses and one time non recurring expenses. The total increase in these
expenses was $363,480 reaching $536,675 during the fiscal year ended December
31, 2004 compared to $173,195 during the fiscal year ended December 31, 2003.


                                       17
<PAGE>

      As of December 31, 2004, the Company had an accumulated deficit of
$1,759,130.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO
THE THREE MONTHS ENDED DECEMBER 31, 2003

Sales revenues for the quarter ended December 31, 2004 increased $3,996,467 (or
33%) as compared to $2,756,959 for the quarter ended December 31, 2003. The
increase in sales is due to the increase in the number of retail outlets versus
the previous year.

Cost of revenues for the quarter ended December 31, 2004 increased $2,871,478
(or 48%) as compared to $1,826,833 for the quarter ended December 31, 2003. The
increase in cost of revenues is due to the increase in the number of stores and
lower carrier incentives versus the previous year.

Gross profit as a percentage of sales ("gross profit margin") decreased to 28%
for the quarter ended December 31, 2004 from 34% for the quarter ended December
31, 2003. The decrease is due mainly to lower carrier incentives paid to the
Company as compared to the quarter ended December 31, 2003.

General, Administrative ("G&A) expense for the quarter ended December 31, 2004
increased $1,117,761 (or 39%) as compared to $796,438 for the quarter ended
December 31, 2003. The increase in G&A was due mainly to the increase in new
store locations in 2004, costs incurred in acquisitions and costs incurred in
obtaining new financing.

The Company had a net operating profit of $7,228 for the quarter ended December
31, 2004 but had a net loss of $ 237,498 for such quarter, as compared to a net
profit of $ 53,248 for the quarter ended December 31, 2003. The net loss was
mainly due to an increase in the Company's depreciation and amortization of
intangible assets and interest expenses. The total increase in these expenses
was $197,091 for the quarter ended December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2004, total current assets were $3,096,674 which
consisted of $383,313 of cash, $1,257,865 of accounts receivable, $1,080,024 of
inventories, and $375,472 of prepaid expenses.

      As of December 31, 2004, total current liabilities were $4,792,542 which
consisted of $2,254,880 of accounts payable expenses, $628,662 of accrued
expenses, $359,000 of stock obligations expenses, and 1,550,000 of a promissory
note.

      The Company had negative net working capital at December 31, 2003 of
$(1,695,868). The ratio of current assets to current liabilities was 0.66.

      The Company had a net increase in cash of $282,509 for the fiscal year
ended December 31, 2004 as compared to a net increase in cash of $24,667 for the
fiscal year ended December 31, 2003. Cash flows from financing activities
represented the Company's principal source of cash for the fiscal period ended
December 31, 2004 and ended December 31, 2003. Cash flows from financing
activities during the fiscal period ended December 31, 2004 were $2,431,019,
consisting of proceeds in the amount of $160,658 from the issuance of common
stock, $1,577,973 from the issuance of a promissory note, and $692,388 from the
issuance of convertible debentures. During the fiscal year ended December 31,
2003, the Company made $12,789 of payments on loans payable to shareholder and
received $675,838 from the issuance of common stock.


                                       18
<PAGE>

      During the fiscal period ended December 31, 2004, the Company had
$1,316,192 cash used in operating activities as compared to the fiscal period
ended December 31, 2003, where the Company had $136,205 cash used in operating
activities. The cash used in operating activities for the fiscal year ended
December 31, 2004 was due to accounts receivable that increased by $53,572,
inventories that increased by $61,165, prepaid expenses that increased by
$279,325, accounts payable that decreased by $341,918 which were offset by other
assets that decreased by $98,786 and accrued liabilities that increased by
$70,201. The cash used in operating activities for the fiscal year ended
December 31, 2003 was due to accounts receivable that increased by $1,021,362,
inventories that increased by $226,293, prepaid expenses that increased $67,893,
other assets that increased by $74,939, and income taxes payable that decreased
by $28,898 which were offset by accounts payable that increased by $1,515,116,
and accrued expenses that increased by $346,411.

      Capital expenditures were $659,180 for the fiscal period ended December
31, 2004 as compared to $505,809 for the fiscal year ended December 31, 2003.
The Company used $ 170,839 to acquire other companies in 2004. The expenditures
represent negative cash flows from investing activities.

      The Company requires additional capital to support strategic acquisitions
and its current expansion plans. The Company currently has in place a revolving
credit facility with a third party. Such facility provides the Company access
with up to $10M in financing based on the Company's needs and subject to certain
conditions. Should the Company not be able to draw down on such credit facility
as required this may require the Company to delay, curtail or scale back some or
all of its expansion plans. Any additional financing may involve dilution to the
Company's then-existing shareholders.

COMMITMENTS FOR OPERATING LEASES:

      The Company has several operating leases, primarily for office space and
storage under which the Company is required to pay operating costs such as
maintenance and insurance. Rental expense for the operating leases for the years
ended December 31, 2004 and 2003 was $1,018,007 and $657,132, respectively. As
of December 31, 2004, the minimum lease payment under these leases during 2005
was $830,287.

RISK FACTORS

      Management Recognizes That We Must Raise Additional Financing To Fund Our
Ongoing Operations And Implement Our Business Plan. The Company requires
additional capital to support strategic acquisitions and its current expansion
plans. The Company currently has in place a revolving credit facility with a
third party. Such facility provides the Company access with up to $10M in
financing based on the Company's needs and subject to certain conditions. Should
the Company not be able to draw down on such credit facility as required this
may require the Company to delay, curtail or scale back some or all of its
expansion plans. Any additional financing may involve dilution to the Company's
then-existing shareholders.


                                       19
<PAGE>

      We Are Currently Involved In Legal Proceedings With The Minister Of
Revenue Of Quebec, Canada, The Outcome Of Which Could Have A Material Adverse
Affect On Our Financial Position. 3577996 Canada Inc. is involved in legal
proceedings with the Minister of Revenue of Quebec. The Minister of Revenue of
Quebec has proposed a tax assessment of approximately $474,000CDN and penalties
of approximately $168,000CDN. The proposed tax assessment is for $322,000CDN for
Quebec Sales Tax and $320,000CDN for Goods and Services Tax. 3577996 believes
that certain deductions initially disallowed by the Minister of Revenue of
Quebec for the Quebec Sales Tax are deductible and we are in the process of
compiling the deductions for the Minister of Revenue of Quebec. It is possible
that the outcome of these proceedings could have a material adverse affect on
our cash flows or our results of operations,

      Our Inability To Secure Competitive Pricing Arrangements In A Market
Dominated By Larger Retailers With Higher Financial Resources Could Have A
Material Adverse Affect On Our Operations. Profit margins in the wireless and
communication industry are low. Our larger competitors, who have more resources,
have the ability to reduce their prices significantly lower than current prices.
This would further reduce our profit margins. Should such an event occur and
management chose not to offer competitive prices, we could lose our market
share. If we chose to compete, the reduction in profit margins could have a
material adverse effect on our business and operations.

      We Have Historically Lost Money And Losses May Continue In The Future,
Which May Cause Us To Curtail Operations. Since 2003 we have not been profitable
and have lost money on both a cash and non-cash basis. For the year ended
December 31, 2004 we incurred a net loss of $1,073,970 and our accumulated
deficit was $1,759,130. Our net loss for the year ended December 31, 2003 was
$715,787 and our accumulated deficit at the end of December 31, 2003 was
$685,160. Future losses are likely to occur, as we are dependent on spending
money to pay for our operations. No assurances can be given that we will be
successful in reaching or maintaining profitable operations. Accordingly, we may
experience liquidity and cash flow problems. If our losses continue, our ability
to operate may be severely impacted.

      We Are Subject To A Working Capital Deficit, Which Means That Our Current
Assets On December 31, 2003 And 2004, Were Not Sufficient To Satisfy Our Current
Liabilities And, Therefore, Our Ability To Continue Operations Is At Risk. We
had a working capital deficit of $1,695,868 for the year ended December 31, 2004
and $788,117 for the year ended December 31, 2003, which means that our current
liabilities exceeded our current assets on December 31, 2004 by $1,695,868 and
by $788,117 on December 31, 2003. Current assets are assets that are expected to
be converted to cash within one year and, therefore, may be used to pay current
liabilities as they become due. Our working capital deficit means that our
current assets on December 31, 2004, and on December 31, 2003 were not
sufficient to satisfy all of our current liabilities on those dates. If our
ongoing operations do not begin to provide sufficient profitability to offset
the working capital deficit, we may have to raise additional capital or debt to
fund the deficit or curtail future operations.

      Our Obligations Under The Secured Convertible Debentures Are Secured By
All of Our Assets. Our obligations under the secured convertible debentures,
issued to Cornell Capital Partners are secured by all of our assets. As a
result, if we default under the terms of the secured convertible debentures,
Cornell Capital Partners could foreclose its security interest and liquidate all
of our assets. This would cease operations.


                                       20
<PAGE>

      Our Common Stock May Be Affected By Limited Trading Volume And May
Fluctuate Significantly, Which May Affect Our Shareholders' Ability To Sell
Shares Of Our Common Stock. Prior to this filing, there has been a limited
public market for our common stock and there can be no assurance that a more
active trading market for our common stock will develop. An absence of an active
trading market could adversely affect our shareholders' ability to sell our
common stock in short time periods, or possibly at all. Our common stock has
experienced, and is likely to experience in the future, significant price and
volume fluctuations, which could adversely affect the market price of our common
stock without regard to our operating performance. In addition, we believe that
factors such as quarterly fluctuations in our financial results and changes in
the overall economy or the condition of the financial markets could cause the
price of our common stock to fluctuate substantially. These fluctuations may
also cause short sellers to enter the market from time to time in the belief
that we will have poor results in the future. We cannot predict the actions of
market participants and, therefore, can offer no assurances that the market for
our stock will be stable or appreciate over time. The factors may negatively
impact shareholders' ability to sell shares of our common stock.

      Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More
Difficult For Investors To Sell Their Shares Due To Suitability Requirements.
Our common stock is deemed to be "penny stock" as that term is defined in Rule
3a51-1 promulgated under the Securities Exchange Act of 1934, AS AMENDED. These
requirements may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to otherwise dispose of
them. This could cause our stock price to decline. Penny stocks are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the NASDAQ automated quotation system
            (NASDAQ listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net tangible assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $10.0 million (if in continuous operation for less than three
            years), or with average revenues of less than $6.0 million for the
            last three years.

      o     Broker/dealers dealing in penny stocks are required to provide
            potential investors with a document disclosing the risks of penny
            stocks. Moreover, broker/dealers are required to determine whether
            an investment in a penny stock is a suitable investment for a
            prospective investor.

      We Could Fail To Attract Or Retain Key Personnel, Which Could Be
Detrimental To Our Operations. Our success largely depends on the efforts and
abilities of key executives, including Marius Silvasan, our Chief Executive
Officer, Robert Krebs, our Chief Financial Officer, Kelly McLaren, our Chief
Operating Officer, Suzanne Pownall, our Director of Sales and Marketing, Jeanne
Chan, our Vice President of Procurement and Operations The loss of the services
of any of the foregoing persons could materially harm our business because of
the cost and time necessary to find their successor. Such a loss would also
divert management attention away from operational issues. We do not presently
maintain key-man life insurance policies on any of the foregoing persons. We
also have other key employees who manage our operations and if we were to lose
their services, senior management would be required to expend time and energy to
find and train their replacements. To the extent that we are smaller than our
competitors and have fewer resources we may not be able to attract the
sufficient number and quality of staff.


                                       21
<PAGE>

         We Are Subject to Price Volatility Due to Our Operations Materially
Fluctuating. As a result of the evolving nature of the markets in which we
compete, as well as the current nature of the public markets and our current
financial condition, we believe that our operating results may fluctuate
materially, as a result of which quarter-to-quarter comparisons of our results
of operations may not be meaningful. If in some future quarter, whether as a
result of such a fluctuation or otherwise, our results of operations fall below
the expectations of securities analysts and investors, the trading price of our
common stock would likely be materially and adversely affected. You should not
rely on our results of any interim period as an indication of our future
performance. Additionally, our quarterly results of operations may fluctuate
significantly in the future as a result of a variety of factors, many of which
are outside our control. Factors that may cause our quarterly results to
fluctuate include, among others:

      o     our ability to retain existing clients and customers;

      o     our ability to attract new clients and customers at a steady rate;

      o     our ability to maintain client satisfaction;

      o     the extent to which our products gain market acceptance;

      o     the timing and size of client and customer purchases;

      o     introductions of products and services by competitors;

      o     price competition in the markets in which we compete;

      o     our ability to attract, train, and retain skilled management,

      o     the amount and timing of operating costs and capital expenditures
            relating to the expansion of our business, operations, and
            infrastructure; and

      o     general economic conditions and economic conditions specific to the
            wireless and portable communication device industry.

      We May Not Be Able To Compete Effectively In Markets Where Our Competitors
Have More Resources. Many of our competitors have longer operating histories,
larger customer bases, longer relationships with clients, and significantly
greater financial, technical, marketing, and public relations resources than
TelePlus. Based on total assets and annual revenues, we are significantly
smaller than many of our competitors. Similarly, we compete against
significantly larger and better-financed companies in our business. We may not
successfully compete in any market in which we conduct business currently or in
the future. The fact that we compete with established competitors who have
substantially greater financial resources and longer operating histories than
us, enables them to engage in more substantial advertising and promotion and
attract a greater number of customers and business than we currently attract.
While this competition is already intense, if it increases, it could have an
even greater adverse impact on our revenues and profitability.

      Our Limited Operating History In Our Industry Makes It Difficult To
Forecast Our Future Results. As a result of our limited operating history, our
historical financial and operating information is of limited value in predicting
our future operating results. We may not accurately forecast customer behavior
and recognize or respond to emerging trends, changing preferences or competitive
factors facing us, and, therefore, we may fail to make accurate financial
forecasts. Our current and future expense levels are based largely on our
investment plans and estimates of future revenue. As a result, we may be unable
to adjust our spending in a timely manner to compensate for any unexpected
revenue shortfall, which could force us to curtail or cease our business
operations.


                                       22
<PAGE>

      If We Do Not Successfully Establish Strong Brand Identity In The Markets
We Are Currently Serving, We May Be Unable To Achieve Widespread Acceptance Of
Our Products. We believe that establishing and strengthening our products is
critical to achieving widespread acceptance of our future products and to
establishing key strategic relationships. The importance of brand recognition
will increase as current and potential competitors enter the market with
competing products. Our ability to promote and position our brand depends
largely on the success of our marketing efforts and our ability to provide high
quality products and customer support. These activities are expensive and we may
not generate a corresponding increase in customers or revenue to justify these
costs. If we fail to establish and maintain our brand, or if our brand value is
damaged or diluted, we may be unable to attract new customers and compete
effectively.

      Future Acquisitions May Disrupt Our Business And Deplete Our Financial
Resources. Any future acquisitions we make could disrupt our business and
seriously harm our financial condition. We intend to consider investments in
complementary companies, products and technologies. While we have no current
agreements to do so, we anticipate buying businesses, products and/or
technologies in the future in order to fully implement our business strategy. In
the event of any future acquisitions, we may:

      o     issue stock that would dilute our current stockholders' percentage
            ownership;

      o     incur debt;

      o     assume liabilities;

      o     incur amortization expenses related to goodwill and other intangible
            assets; or

      o     incur large and immediate write-offs.

The use of debt or leverage to finance our future acquisitions should allow us
to make acquisitions with an amount of cash in excess of what may be currently
available to us. If we use debt to leverage up our assets, we may not be able to
meet our debt obligations if our internal projections are incorrect or if there
is a market downturn. This may result in a default and the loss in foreclosure
proceedings of the acquired business or the possible bankruptcy of our business.

Our operation of any acquired business will also involve numerous risks,
including:

      o     integration of the operations of the acquired business and its
            technologies or products;

      o     unanticipated costs;

      o     diversion of management's attention from our core business;

      o     adverse effects on existing business relationships with suppliers
            and customers;

      o     risks associated with entering markets in which we have limited
            prior experience; and

      o     potential loss of key employees, particularly those of the purchased
            organizations.


                                       23
<PAGE>

      If We Are Unable To Respond To The Rapid Changes In Technology And
Services Which Characterize Our Industry, Our Business And Financial Condition
Could Be Negatively Affected. Our business is directly impacted by changes in
the wireless communications industry. The wireless communication products and
services industry is subject to rapid technological change, frequent new product
and service introductions and evolving industry standards. Changes in technology
could affect the market for our products, accelerate the obsolescence of our
inventory and necessitate changes to our product line. We believe that our
future success will depend largely on our ability to anticipate or adapt to such
changes, to offer on a timely basis, services and products that meet these
evolving standards and demand of our customers, and our ability to manage and
maximize our product inventory and minimize our inventory of older and obsolete
products. We also believe that our future success will depend upon how
successfully our wireless carrier service providers and product vendors are able
to respond to the rapidly changing technologies and products. New wireless
communications technology, including personal communication services and voice
communication over the internet may reduce demand for the wireless communication
devices and services we currently are able to offer through our wireless carrier
service providers. We cannot offer any assurance that we will be able to respond
successfully to these or other technological changes, or to new products and
services offered by our current and future competitors, and cannot predict
whether we will encounter delays or problems in these areas, which could have a
material adverse affect on our business, financial condition and results of
operations.

      We Rely In Large Part On Wireless Telecommunications Carriers With Whom We
Have Business Arrangements. Our Success Depends On Our Ability To Meet Our
Obligations To Those Carriers And The Abilities Of Our Wireless
Telecommunication Carriers And Vendors. We depend on a small number of wireless
telecommunications carriers and product manufacturers to provide our retail
customers with wireless services and communication devices. Currently,
approximately 90% of our wireless products and services accounts are dependant
upon arrangements with Telus Mobility and Microcell. Such agreements may be
terminated upon thirty days prior to written notice. Failure to maintain
continuous relationships with these and other wireless communications carriers
and product manufacturers would materially and adversely affect our business,
including possibly requiring us to significantly curtail or cease our
operations. Additionally, wireless telecommunications carriers may sometimes
experience equipment failures and service interruptions, which could, if
frequent, adversely affect customer confidence, our business operations and our
reputation.

      Limited Duration of Agreements in Place with Major Wireless Carriers. The
Company's current sales volumes have enabled the Company to build strong
relationships with a variety of wireless and communication partners thus,
minimizing the risks associated with the non-renewal of any of the Company's
agreements.

      No Product Exclusivity. The current market consolidation undertaken by the
major wireless carriers limit the Company's risk associated with no product
exclusivity as new retail players can't readily get access to the products and
services offered by the Company.

      Price Erosion. The Company is faced with high price elasticity resulting
in the erosion of its margin on certain products. Price wars oftentimes occur in
the industry which have a negative impact on profit margins.

      Issuance of a large number of wireless licenses increasing the number of
competitors.


                                       24
<PAGE>

CRITICAL ACCOUNTING POLICIES

      Our discussion and analysis of our financial condition and results of
operations is based upon our audited financial statements, which have been
prepared in accordance with accounting principals generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of any contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to uncollectible receivable, investment values, income taxes, the
recapitalization and contingencies. We base our estimates on various assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

      We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:

Impairment of Long-Lived Assets

      Property and equipment are stated at cost less accumulated depreciation.
Major renewals and improvements are capitalized; minor replacements, maintenance
and repairs are charged to current operations. Depreciation is computed by
applying the straight-line method over the estimated useful lives of machinery
and equipment (three to seven years). The majority of Teleplus' long-lived
assets are located in Canada. Teleplus performs reviews for the impairment of
long-lived assets whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.

Revenue Recognition

      Teleplus' revenue is generated primarily from the sale of wireless,
telephony products and accessories to end users. Teleplus recognizes revenue
when persuasive evidence of an arrangement exists, delivery has occurred, the
sales price is fixed or determinable, and collectibility is probable.

      Teleplus recognizes product sales generally at the time the product is
shipped. Concurrent with the recognition of revenue, Teleplus provides for the
estimated cost of product warranties and reduces revenue for estimated product
returns. Sales incentives are generally classified as a reduction of revenue and
are recognized at the later of when revenue is recognized or when the incentive
is offered. Shipping and handling costs are included in cost of goods sold.

      Teleplus' suppliers generally warrant the products distributed by Teleplus
and allow returns of defective products, including those that have been returned
to Teleplus by its customers. Teleplus does not independently warrant the
products that it distributes, but it does provide warranty services on behalf of
the supplier.

Inventories

      Inventories consist of wireless and telephony products and related
accessories and are stated at the lower of cost, determined by average cost
method, or market.


                                       25
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                    REPORT OF INDEPENDENT REGISTERED AUDITORS

To the Shareholders
Teleplus Enterprises, Inc.


We have audited the accompanying consolidated balance sheet of Teleplus
Enterprises, Inc. as of December 31, 2004, and the related consolidated
statements of operations, shareholders' equity and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Teleplus Enterprises, Inc. as of December 31, 2004, and the results of its
consolidated operations and its cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.


Mintz & Partners LLP
Toronto, Canada

March 17, 2005


                                       26
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Teleplus Enterprises, Inc.
Montreal, Canada

We have audited the consolidated statements of operations, shareholders' equity,
comprehensive income and cash flows of Teleplus Enterprises, Inc. for the year
then ended December 31, 2003. These consolidated financial statements are the
responsibility of Teleplus' management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of its consolidated operations and
its cash flows of Teleplus Enterprises, Inc. for the year ended December 31,
2003 in conformity with accounting principles generally accepted in the United
States of America.


Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
www.lbbcpa.com

August 23, 2004


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       27
<PAGE>

                           TELEPLUS ENTERPRISES, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004
                            (ALL NUMBERS ARE IN USD)

<TABLE>
<CAPTION>
                                     ASSETS

Current assets
<S>                                                                          <C>
  Cash                                                                       $   383,313
  Trade Accounts  Receivables ( note 2)                                          714,920
  Other Receivables                                                              542,945
  Inventories                                                                  1,080,024
  Prepaid expenses                                                               375,472
                                                                             -----------
    Total current assets                                                       3,096,674

Property and equipment, net (note 3)                                           1,239,155
Goodwill (note 4)                                                              1,116,243
Deferred financing Fees                                                          471,336
Other assets                                                                      33,312
                                                                             -----------

    Total assets                                                             $ 5,956,720
                                                                             ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
 Accounts payable                                                              2,254,880

Accrued expenses                                                                 628,662
 Accrued acquisition obligations                                                 359,000
 Promissory Note  (note 10)                                                    1,550,000
                                                                             -----------
    Total current liabilities                                                  4,792,542
                                                                             -----------

Convertible Debenture, net (note 10)                                             726,542
                                                                             -----------

SHAREHOLDERS' EQUITY:
  Common stock, $.001 par value, 150,000,000 shares authorized, 68,917,904
    shares issued and outstanding                                                 68,917
  Additional paid in capital                                                   2,127,421
  Accumulated deficit                                                         (1,759,130)
  Accumulated other comprehensive income                                             428
                                                                             -----------
    Total Shareholders' Equity                                                   437,636
                                                                             -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $ 5,956,720
                                                                             ===========
</TABLE>

                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.

                                       28
<PAGE>

                           TELEPLUS ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            (ALL NUMBERS ARE IN USD)

<TABLE>
<CAPTION>
                                                                                      Years Ended
                                                                                      December 31,
                                                                              ----------------------------
                                                                                  2004           2003
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
Net revenues                                                                  $ 12,180,501    $  7,651,975
Cost of revenues                                                                 8,882,478       5,577,043
                                                                              ------------    ------------
Gross margin                                                                     3,298,023       2,074,932

General, administrative and selling                                              3,975,318       2,652,163
                                                                              ------------    ------------

Income (loss) before interest, income taxes , depreciation and amortization       (677,295)       (577,231)
                                                                              ------------    ------------

Depreciation of property and equipment                                             267,300         134,440

Amortization of intangible assets                                                   57,471              --

Interest expense                                                                    71,904              --
                                                                              ------------    ------------

Income (loss) before income taxes                                              (1,073,970)        (711,671)

Provision for income taxes                                                              --          (4,116)
                                                                              ------------    ------------

Net income (loss)                                                               (1,073,970)       (715,787)
                                                                              ------------    ------------

  Net income (loss) per share                                                 $      (0.02)   $      (0.01)
                                                                              ============    ============

Weighted average shares outstanding:                                            67,152,705      50,714,144
                                                                              ============    ============
</TABLE>


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       29
<PAGE>

                           TELEPLUS ENTERPRISES, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     Years Ended December 31, 2004 and 2003
                            (ALL NUMBERS ARE IN USD)

<TABLE>
<CAPTION>
                                            Common Stock           Additional                        Other
                                    ---------------------------      Paid-In       Accumulated   Comprehensive
                                       Shares         Amount         Capital         Deficit         Income           Total
                                    -----------     -----------    -----------     -----------     -----------     -----------
<S>                                 <C>             <C>            <C>             <C>           <C>               <C>
Balance,
  December 31, 2002              46,312,500     $     46,313    $         --     $     30,627     $       (906)    $     76,034

  Comprehensive
    Loss:
      Net loss                           --               --              --         (715,787)              --         (715,787)
      Foreign currency
      translation                        --               --              --               --            3,632            3,632
                                                                                                                   ------------

  Comprehensive
    Loss                                                                                                               (712,155)
                                                                                                                   ------------

Issuance of common
  stock in connection
  with recapitalization          19,000,000           19,000          (8,373)              --               --           10,627

Issuance of common
  stock for cash, net               810,000              810         675,028               --               --          675,838
                               ------------     ------------    ------------     ------------     ------------     ------------

Balance,
  December 31, 2003              66,122,500           66,123         666,655         (685,160)           2,726           50,344

  Comprehensive loss :
      Net loss                           --               --              --       (1,073,970)              --       (1,073,970)
      Foreign currency
      translation                        --               --              --               --           (2,298)          (2,298)
                                                                                                                   ------------

  Comprehensive loss                                                                                                 (1,025,924)
                                                                                                                   ------------

Issuance of common
  stock in connection
  with acquisition
  of Smart Cell                     465,000              465         329,685               --               --          330,150

Issuance of common
  stock in connection
  with acquisition
  of Cellz                          405,000     $        405    $    437,995     $         --     $         --     $    438,400

Issuance of common stock
  in connection with
  conversion of convertible
  debentures, net                   512,181              512         102,378               --               --          102,890

Issuance of common stock
  in connection with
  conversion of
  promissory note                   551,125              551         183,899               --               --          184,450

Issuance of common
  stock in connection
  with raising of debt
  and capital                       342,098              341         193,050               --               --          193,391

Issuance of common
  stock to directors                 20,000               20              --               --               --               --

Issuance of common
  stock for cash,net                500,000              500         325,226               --               --          325,726

Cost of financing
 activities                              --               --        (111,467)              --               --         (111,467)
                               ------------     ------------    ------------     ------------     ------------     ------------

Balance,
 December 31,2004
                                 68,917,904     $     68,917    $  2,127,421       (1,759,130)             428          437,636
                               ------------     ------------    ------------     ------------     ------------     ------------
</TABLE>


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       30
<PAGE>

                           TELEPLUS ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (ALL NUMBERS ARE IN USD)

<TABLE>
<CAPTION>
                                                                 Years Ended
                                                                December 31,
                                                          --------------------------
                                                              2004          2003
                                                          -----------    -----------
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                       $(1,073,970)   $  (715,787)
  Adjustments to reconcile net loss to cash provided by
    (used in) operating activities:
      Depreciation and amortization                           267,300        134,440
      Amortization of Intangible Assets                        57,471
        Changes in assets and liabilities:
          Accounts receivable                                 (53,572)    (1,021,362)
          Inventories                                         (61,165)      (226,293)
          Prepaid expenses                                   (279,325)       (67,893)
          Other assets                                         98,786        (74,939)
          Accounts payable                                   (341,918)     1,515,116
          Accrued expenses                                     70,200        346,411
          Income taxes                                             --        (25,898)
                                                          -----------    -----------
CASH FLOWS (USED IN)
  OPERATING ACTIVITIES                                     (1,316,193)      (136,205)
                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of business                                    (170,839)            --
  Capital expenditures                                       (659,180)      (505,809)
                                                          -----------    -----------
CASH FLOWS (USED IN) INVESTING ACTIVITIES                    (830,019)      (505,809)
                                                          -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on loans payable - shareholders                         --        (12,789)
  Proceeds from issuance of common stock, net                 160,658        675,838
  Proceeds from issuance of promissory note net             1,577,973             --
  Proceeds from issuance of convertible debentures, net       692,388             --
                                                          -----------    -----------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                 2,431,019        663,049
                                                          -----------    -----------

Effect of Exchange Rate Changes on Cash                        (2,298)         3,632

NET INCREASE (DECREASE) IN CASH                               282,509         24,667
  Cash, beginning of period                                   100,804         76,137
                                                          -----------    -----------
  Cash, end of period                                     $   383,313    $   100,804
                                                          -----------    -----------


SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                           $        --    $     2,458
                                                          ===========    ===========
  Net assets acquired in reverse merger                   $        --    $    10,627
                                                          ===========    ===========
</TABLE>

                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       31
<PAGE>

                           TELEPLUS ENTERPRISES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND BASIS OF PRESENTATION

Nature of business. The Company is a vertically integrated provider of wireless
and landline products and services across North America. The Company's retail
division - TelePlus Retail Services, Inc. - owns and operates a national chain
of TelePlus branded stores in major shopping malls, selling a comprehensive line
of wireless and portable communication devices. TelePlus Wireless, Corp.
operates a virtual wireless network selling cellular network access to
distributors in the United States. TelePlus Connect, Corp. is a reseller of
landline and long distance services including internet services. Teleplus was
incorporated in Nevada in January 1999.

In October 2003, Visioneer Holdings Group, Inc. ("Visioneer"), subscribed to
18,050,000 and its partners to 4,512,500 newly issued shares of
Herbalorganics.com, Inc. ("Herbalorganics") and on that same date Visioneer
acquired 23,750,000 shares of Herbalorganics. As a result of the transactions,
Visioneer acquired control of Herbalorganics. In connection with the
transactions Herbalorganics changed its name to Teleplus Enterprises, Inc.
("Teleplus"). After the above transactions, there were 65,312,500 shares of
common stock outstanding. Herbalorganics retained 19,000,000 shares of common
stock.

In October 2003, Teleplus formed a wholly owned subsidiary Teleplus Retail
Services, Inc. ("Retail"), a Quebec, Canada Corporation. Retail acquired certain
assets and assumed certain liabilities from 3577996 Canada, Inc. 3577996 Canada,
Inc. is controlled by the shareholders of Visioneer.

For accounting purposes, this transaction was treated as an acquisition of
Herbalorganics and a recapitalization of 3577996 Canada, Inc. 3577996 Canada,
Inc. is the accounting acquirer and the results of its operations carryover.
Accordingly, the operations of Herbalorganics were not carried over and were
adjusted to $0. In connection with the reverse merger, 3577996 Canada, Inc.
acquired $11,327 in cash and assumed $700 in liabilities.

As shown in the acCompanying financial statements, the Company has a working
capital deficit of $1,695,868 because the promissory note of $1,550,000 and the
accrued acquisition obligation of $359,000 have been classified as current
liabilities. However as mentioned in Note 4 the accrued acquisition obligation
will be settled by the issuance of common stock and the Company has a Standby
Equity Agreement which is available to repay the promissory note and provide
long term financing for the operations of the Company. (Note 10)

Principles of Consolidation

The consolidated financial statements include the accounts of Teleplus' wholly
owned subsidiaries. All significant interCompany transactions and balances have
been eliminated.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       32
<PAGE>

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could differ from
those estimates.

Cash and Cash Equivalents

Cash equivalents include highly liquid, temporary cash investments having
original maturity dates of three months or less.

Inventories

Inventories consist of wireless and telephony products and related accessories
and are stated at the lower of cost, determined by average cost method, or
market.

Long-Lived Assets

Property and equipment are stated at cost less accumulated depreciation. Major
renewals and improvements are capitalized; minor replacements, maintenance and
repairs are charged to current operations. Depreciation is computed by applying
the straight-line method over the estimated useful lives of machinery and
equipment (three to seven years). The majority of Teleplus' long-lived assets
are located in Canada. Teleplus performs reviews for the impairment of
long-lived assets whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.

Acquisitions and Business Combinations

The Company accounts for acquisitions and business combinations under the
purchase method of accounting. The Company includes the results of operations of
the acquired business from the acquisition date. Net assets of the companies
acquired are recorded at their fair value at the acquisition date. The excess of
the purchase price over the fair value of net assets acquired are included in
intangible assets in the acCompanying consolidated balance sheets.

Intangibles, Goodwill and Other Assets

The Company regularly reviews all of its long-lived assets, including goodwill
and other intangible assets, for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
the Company considers important that could trigger an impairment review include,
but are not limited to, significant underperformance relative to historical or
projected future operating results, significant changes in the manner of use of
the acquired assets or the strategy for the Company's overall business, and
significant negative industry or economic trends. When management determines
that an impairment review is necessary based upon the existence of one or more
of the above indicators of impairment, the Company measures any impairment based
on a projected discounted cash flow method using a discount rate commensurate
with the risk inherent in our current business model. Significant judgments is
required in the development of projected cash flows for these purposes including
assumptions regarding the appropriate level of aggregation of cash flows, their
term and discount rate as well as the underlying forecasts of expected future
revenue and expense. To the extent that events or circumstances cause
assumptions to change, charges may be required which could be material.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       33
<PAGE>

The Company adopted SFAS No 142,"Goodwill and Other Intangible Assets". SFAS No.
142 no longer permits the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under prescribed conditions) for impairment in accordance with this
statement. If the carrying amount of the reporting unit's goodwill or
indefinite-lived intangible assets exceeds the implied fair value, an impairment
loss is recognized for an amount equal to that excess. Intangible assets that do
not have indefinite lives are amortized over their useful lives.

Revenue Recognition

Teleplus' revenue is generated primarily from the sale of wireless, telephony
products and accessories to end users. Teleplus recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, and collectibility is probable.

Teleplus recognizes product sales generally at the time the product is shipped.
Concurrent with the recognition of revenue, Teleplus provides for the estimated
cost of product warranties and reduces revenue for estimated product returns.
Sales incentives are generally classified as a reduction of revenue and are
recognized at the later of when revenue is recognized or when the incentive is
offered. Shipping and handling costs are included in cost of goods sold.

The Company receives co-operative advertising revenue from the telephone
suppliers based on certain requirements to spend the available co-op advertising
allotment. Any amount received under their program is deducted from advertising
expense.

Teleplus' suppliers generally warrant the products distributed by Teleplus and
allow returns of defective products, including those that have been returned to
Teleplus by its customers. Teleplus does not independently warrant the products
that it distributes, but it does provide warranty services on behalf of the
supplier.

Advertising

Costs incurred in connection with advertising are charged to expense as
incurred. Advertising expense was approximately $41,000 and $27,000 for 2004 and
2003, respectively.

Income Taxes

The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities. Teleplus records a valuation allowance to
reduce the deferred tax assets to the amount that is more likely than not to be
realized.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       34
<PAGE>

Foreign Currency Translation

The Canadian dollar is the functional currency of Teleplus. Transactions in
foreign currency are translated at rates of exchange rates ruling at the
transaction date. Monetary assets and liabilities denominated in foreign
currencies are retranslated at rates ruling at the balance sheet date. The
resulting translation adjustment is recorded as a separate component of
comprehensive income within stockholders' equity.

Basic and Diluted Net Income (loss) per Share

Net income (loss) per share has been calculated based on the weighted average
number of shares of common stock outstanding during the period. Diluted net
income per share includes the potentially diluted effect of outstanding common
stock options and warrants which are convertible to common shares. Diluted net
loss per share has not been provided as the effect would be anti-dilutive.

Fair Value of Financial Instruments

The recorded amounts of cash and cash equivalents, short-term borrowings,
accounts payable and accrued expenses approximate their respective fair values
because of the short maturity of those instruments and the variable nature of
any underlying interest rates. The rates of fixed obligations approximate the
rates of the variable obligations. Therefore, the fair value of these loans has
been estimated to be approximately equal to their carrying value.

Concentrations of Credit Risk

Financial instruments which potentially subject Teleplus to concentrations of
credit risk consist primarily of cash, cash equivalents, and trade accounts
receivable. Teleplus maintains its cash and cash equivalents with high quality
financial institutions as determined by Teleplus' management. To reduce risk of
trade accounts receivable, ongoing credit evaluations of customers' financial
condition are performed, guarantees or other collateral may be required and
Teleplus maintains a broad customer base.

Deferred Financing Fees

During 2004 the Company issued 258,098 shares of common stock with a value of
193,573 and paid fees in the amount of $ 416,058 in connection with the issue of
a convertible debt that runs for a period of 36 months and a promissory note
that runs for 6 months. The deferred financing fees will be amortized over the
terms of the respective debts. The Company incurred $ 57,471 in amortization
expense for the year ended December 2004 (See Note 10).


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       35
<PAGE>

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standard Boards ("FASB") issues
Statements No. 123 (R), Share - Based Payments which will require compensation
costs related to share based payment transactions to be recognized in the
financial statements. As permitted by the predecessor Statement No. 123, we do
not recognize compensation expense with respect to stock options we have issued
because the option price was no greater than the market price at the time the
option was issued. Statement 123(R) will be effective for us in our fiscal
quarter beginning January 1, 2006. We have not completed an evaluation of the
impact of Adopting Statements 123 (R).

In November 2004, the FASB ratified the Emerging Issues Task Force ("EITF")
consensus on Issue 03 -13, "Applying the Conditions in Paragraph 42 of FASB
STATEMENT NO 144, "Accounting for the impairment or Disposal of Long - Lived
ASSETS," in Determining Whether to Report Discontinued Operations, which is
effective for us at the beginning of fiscal 2005. The adoption of the new
pronouncements will not have a material impact on our financial position or
results of operations.

In November 2004, the FASB issued Statement No. 151 Inventory costs, an
amendment of ARB No. 43, Chapter 4 , to clarify that abnormal amounts of idle
facility expense, freight, handling costs and wasted material (spoilage) should
be recognized as current period charges , and that fixed production overheads
should be allocated to inventory based on normal capacity of production
facilities.

Statement No. 151 will be effective for our fiscal year beginning January
1,2006, and its adoption will not have a material impact on our financial
position or Results of operations.

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" (the
"Statement"). The Statement establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. The Statement is generally effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of this Statement had no effect on Teleplus' consolidated
financial statements.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46") Consolidation
of Variable Interest Entities, which addresses the consolidation of variable
interest entities ("VIEs") by business enterprises that are the primary
beneficiaries. A VIE is an entity that does not have sufficient equity
investment at risk to permit it to finance its activities without additional
subordinated financial support, or whose equity investors lack the
characteristics of a controlling financial interest. The primary beneficiary of
a VIE is the enterprise that has the majority of the risks or rewards associated
with the VIE. In December 2003, the FASB issued a revision to FIN 46,
Interpretation No. 46R ("FIN 46R"), to clarify some of the provisions of FIN 46,
and to defer certain entities from adopting until the end of the first interim
or annual reporting period ending after March 15, 2004. Application of FIN 46R
is required in financial statements of public entities that have interests in
structures that are commonly referred to as special-purpose entities for periods
ending after December 15, 2003. Application for all other types of VIEs is
required in financial statements for periods ending after March 15, 2004. We
believe we have no arrangements that would require the application of FIN 46R.
We have no material off-balance sheet arrangements.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       36
<PAGE>

NOTE 2 - TRADE ACCOUNTS RECEIVABLE

Teleplus' trade accounts receivable are shown net of allowance for doubtful
accounts of as at December 31, 2004 as follows:

    Accounts receivable                                  $        714,920
    Less: Allowance for doubtful accounts                               0
                                                         $        714,920

Teleplus maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of Teleplus' customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

NOTE 3 - PROPERTY AND EQUIPMENT:

Components of property and equipment, at December 31, 2004 are as follows:

    Equipment                                             $           3,571
    Furniture and fixtures                                          142,188
    Business software                                               166,412
    Computer Hardware                                               135,582
    Leasehold improvements                                        1,329,367
                                                                  1,777,120
    Less: accumulated depreciation and amortization
                                                                   (537,965)
                                                          $       1,239,155

Depreciation and amortization expense was $267,300 and $134,440 for 2004 and
2003, respectively.

NOTE 4- ACQUISITIONS

In May 2004, TelePlus acquires all of the outstanding stock of Smart Cell, Ltd.
The acquisition adds 5 Western Canadian retail locations and gives TelePlus the
ability to continue its expansion in western Canada. These factors contribute to
a purchase price in excess of the fair value of Smart Cell, Ltd.'s net assets,
and as a result, TelePlus has recorded goodwill in connection with this
transaction.

The total purchase price is approximately $447,000. The allocation to the assets
acquired and liabilities assumed based on the estimated fair values was as
follows:

                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       37
<PAGE>

Inventory                            $ 42,076
Furniture and fixtures                 65,672
Goodwill                              338,956
Net assets acquired at fair values   $446,704

Total consideration:
525,000 common shares                $372,750
Cash                                   73,954
                                     $446,704

Management has determined that no amount need to be allocated to other
intangible assets and development, and $338,956 has been allocated to goodwill.
Goodwill represents the excess of the purchase price over the fair value of the
net tangible and intangible assets acquired, and is not deductible for tax
purposes. Goodwill will not be amortized and will be tested for impairment, at
least annually.

The results of operations of Smart Cell, Ltd. have been included in Teleplus'
consolidated statements of operations since the completion of the acquisition in
May 2004. Results of operations for Smart Cell, Ltd. for periods prior to the
acquisition were not material to Teleplus and accordingly pro forma results of
operations have not been presented.

In connection with the acquisition of Smart Cell Ltd, the Company has agreed to
issue additional shares up to a maximum of 450,000 common shares contingent on
the achievement of gross revenues and net profits targets during a five year
period following the date of acquisition.

In August 2004 Teleplus acquired all of the outstanding stock of CellZ Inc. The
acquisition adds 7 Ontario Canadian retail locations and allows Teleplus to
expand in Ontario in locations not presently occupied by an existing Teleplus
store. These factors contribute to a purchase price in excess of the fair value
of CellZ Inc's net assets, and as result, Teleplus has recorded goodwill in
connection with this transaction.

The total purchase price is approximately $985,000. The allocation to the assets
acquired and liabilities assumed based on the estimated fair values was as
follows:

Inventory               $132,999
Fixed Assets              75,284
Goodwill                 777,287
                        $985,570
Total consideration
685,000 common shares   $754,800
Cash                     230,770
                        $985,570

Management has determined that no amount need be allocated to other intangible
assets and development, and $777,287 has been allocated to goodwill. Goodwill
represents the excess of the purchase price over the fair value of the net
tangible assets acquired, and is not deductible for tax purposes. Goodwill will
not be amortized and will be tested for impairment, at least annually. .


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       38
<PAGE>

The results of operations of CellZ Inc. have been included in Teleplus'
consolidated statement of operations since the completion of the acquisition in
August 2004.

The following are proforma condensed income statements for the twelve months
ended December 31, 2004 and 2003, as though the acquisition had occurred on
January 1, 2003.
                                        December 31,
                              2004                       2003

Revenues                   $ 13,042,000              $ 8,749,000
Net loss                   $  ( 965,000)             $ ( 632,000)
Loss per share             $       0.01              $      0.01

It should be noted that on both the acquisitions of Smartcell Ltd and CellZ
Inc., Teleplus will issue common shares with a total value of $645,000 after the
dates of acquisition to the previous shareholders of these companies. The amount
owing is presently being disclosed as current acquisition obligations.

NOTE 5 - INCOME TAXES

The provision (benefit) for federal income tax consists of the following for the
years ended December 31:

                                           2004             2003
                                      --------------    ------------

    Current provision (benefit)       $         --      $     4,116
    Deferred provision (benefit)      $         --      $     4,116


Deferred income taxes consist of the following at December 31:

                                           2004                2003
                                      -----------------    -----------------
    Short-term:
      Deferred tax liabilities        $             --     $            --

    Long-term:
      Deferred tax liability                        --               4,116
      Valuation allowance                           --                  --
                                      $             --     $         4,116

Teleplus had taxable income (loss) of approximately $(900,000) and $(700,000)
for 2004 and 2003, respectively. Teleplus has net operating losses
carry-forwards of approximately $1,600,000 which will expire between years 2010
to 2024.

NOTE 6 - RELATED PARTY TRANSACTIONS

Teleplus paid management fees of $76,335 and $24,778 of an amount of
consideration established and agreed to by both parties, to an entity owned by
the majority shareholder for 2004 and 2003, respectively. As at December 31,
2004, there was an amount of 30,533 owing from that entity which was unsecured
and non-interest bearing. After the year end an amount of $30,533 has been paid.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       39
<PAGE>

NOTE 7 - COMMON STOCK

The following shares were issued by the Company during the year 2004:

The Company received a $1,000,000 commitment to purchase 1,000,000 common shares
of common Stock of which $500,000 has been received as of December 31, 2004. No
further shares will be issued under this commitment.

The Company issued 465,000 common shares to acquire Smart Cell Ltd, a Canadian
corporation, in the province of British Columbia. The Company will issue
remaining 60,000 shares to complete the purchase of this Company in 2005.

The Company issued 405,000 common shares to acquire CellZ Ltd, a Canadian
corporation, in the province of Ontario. The Company will issue remaining
280,000 shares to complete the purchase of this Company in 2005.

The Company issued 342,098 common shares in connection with the raising of debt
and Company financing.

The Company issued 512,181 common shares in connection with the conversion of
convertible debentures.

The Company issued 551,125 common shares in connection with the raising of
Company financing

The Company issued 20,000 common shares to directors of the Company.

STOCK OPTIONS

Pursuant to the Company's stock option plan for employees, the Company granted
7,635,000 stock options in 2004.

Options granted are being accounted for under Accounting Principles Board
Opinion No 25 (APB Opinion No. 25), Accounting for stock Issued to Employees.
All options have been granted at a price equal to or greater that the fair value
of the Company's common stock at the date of the grant.

Had compensation cost for the employee and non - employee director stock options
been determined based on the fair value at the grant date for awards in 2004,
consistent with the provisions of SFAS No. 123, our net loss and net loss per
share would have been increased to the pro forma amounts below.

                                                2004
As reported
Net income (loss)                         $ ( 1,073,970)
Pro Forma
Compensation expense                             49,000
Pro forma:
Net income (loss)                         $ ( 1,122,970)
Net income (loss) per share as reported   $      ( 0.02)
Pro forma compensation expense per share         ( 0.00)
Pro forma earnings (loss) per share       $      ( 0.02)


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       40
<PAGE>

The fair value of each option grant is estimated on the date of grant using the
black - Scholes option - pricing model. The following weighted average
assumptions were used in the model:

                                              2004
Dividend yield                                 0%
EXPECTED volatility                            9%
Risk free interest rates                       3.5%
Expected lives (years)                         3


Options outstanding at December 31, 2004 are summarized as follows:

  Number     Price  Year of Issue  Vesting Period        Term
1,640,000     .36       2004         Immediately       3 years
  225,000     .36       2004         1 Year            3 years
2,180,000     .38       2004         1 Year            3 years
   40,000     .40       2004         1 Year            3 years
  200,000     .38       2004         2 Years           3 years
   50,000     .45       2004         2 Years           3 years
2,500,000     .40       2004         2 Years           3 years
  400,000     .40       2004         3 Years           3 years
  200,000     .45       2004         4 Years           3 years
  200,000     .50       2004         5 Years           3 years

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The following proceedings have been instigated against the Company. The Company
does not believe that the following legal proceedings would have a materially
adverse impact on the Company's business or its results of operations,
nevertheless such proceedings are disclosed.

Goods and Services. TelePlus is currently defending an action instigated against
it by one of its suppliers. Such supplier claims that the Company defaulted on
the payment of goods sold by supplier to the Company. Provide. The Company is
unable to sell these goods at retail and has attempted, without success, to
return the goods to the supplier. The supplier has refused to take the goods
back. Total liability to the Company, if it losses the claim, may reach a
maximum of $20,000CDN.

Proposed Tax Assessment. Teleplus is involved in proceedings with the Minister
of Revenue of Quebec ("MRQ"). The MRQ has proposed an assessment for the Goods
and Services Tax ("GST") and Quebec Sales Tax ("QST"), of approximately
$474,000CDN and penalties of approximately $168,000CDN. The proposed tax
assessment is for $322,000CDN for QST and $320,000CDN for GST. Teleplus believes
that certain deductions initially disallowed by the MRQ for the QST are
deductible and is in the process of compiling the deductions to present to the
MRQ. Teleplus also believes that export sales to the United States of America
are exempt from the GST. In accordance with SFAS No. 5, "Accounting for
Contingencies," Teleplus makes a provision for a liability when it is both
probable that a liability has been incurred and the amount of the loss can be
reasonably estimated. No provision for this matter has been accrued. Teleplus
reviews these provisions at least quarterly and adjusts these provisions to
reflect the impacts of negotiations, settlements, rulings, advice of legal
counsel, and other information and events pertaining to a particular case.
Dealing with taxing authorities is inherently unpredictable. However, Teleplus
believes that it has valid defenses with respect to the proposed tax assessment
pending against it. Nevertheless, it is possible that cash flows or results of
operations could be materially affected in any particular period by the
unfavorable resolution of one or more of these contingencies.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       41
<PAGE>

Wrongful Dismissal: A former employee of TelePlus retail Services, Inc., a
subsidiary of the Company, has instigated a claim in Quebec Superior Court in
the amount of $90,000CDN against the Company for wrongful dismissal. The Company
doesn't believe the claim to be founded and intends to vigorously contest such
claim. The parties are at discovery stages.

Other Claims:
There is a claim from three individuals in British Columbia for an amount of
about $ 147,000 and the issuance of 510,000 shares for which a letter of demand
has recently been served on the Company. The Company doesn't believe the claim
to be founded and intends to vigorously contest such claim.

Teleplus intends to vigorously defend this proposed assessment and other
lawsuits and claims against us. However, we cannot predict the outcome of this
assessment. An adverse resolution of the assessment could have a material
adverse effect on our business, financial condition and results of operations.

The Company has instigated the following claim against Wal-Mart Canada, corp.:

      Wal-Mart Canada, Corp. The Company's subsidiary, TelePlus Management, has
instigated September 23rd, 2004 in the Ontario Superior Court of Justice a
USD$2.3 million claim against Wal-Mart Canada Corp. for breach of agreement.
Parties are at discovery stages.

Operating Leases

Teleplus has several non-cancelable operating leases, primarily for office space
and storage that expire through December 31, 2009. These leases require Teleplus
to pay all operating costs such as maintenance and insurance. Rental expense for
the operating leases for the years ended December 31, 2004 and 2003 was
$1,018,007 and $657,132, respectively.

Future minimum lease payments under non-cancelable operating leases (with
initial or remaining lease terms in excess of one year) as of December 31, 2004
are:

    December 31,                                                Amount
                                                           -----------------
    2005                                                   $       830,287
    2006                                                           604,031
    2007                                                           364,075
    2008                                                           196,962
    2009                                                           123,177
                                                           $     2,118,542


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       42
<PAGE>

NOTE 9 - CONCENTRATIONS OF CREDIT RISK -

As of December 31, 2004, amounts due from two customers amounted to 99% of total
trade accounts receivable.

One customer accounted for 28% of total revenues for 2004 and one customer
accounted for 19% of total revenues for 2003.

NOTE 10 - COMPANY FINANCING

On July 12, 2004, TelePlus secured a $11,000,000 financing commitment from
Cornell Capital Partners LP. The terms of the transaction call for TelePlus to
receive initial funding in the amount of $1,000,000 payable in three (3)
installments: $ 450,000 payable on closing, $400,000 payable upon filing of a
registration statement and the balance of $150,000 payable upon the registration
statement becoming effective. As part of the transaction the Company also
secured a $10,000,000 commitment under a Standby Equity Agreement. TelePlus can
draw the funds under the Standby Equity Agreement over a 24 month period based
on TelePlus' funding requirements subject to an effective registration with the
SEC witch became effective Oct 1st 2004. The proceeds will be used to finance
existing and future acquisitions, capital expenditures, increases in inventory
and for general working purposes. Agreements pertaining to the financial
arrangements were filed. In connection with the Standby Equity Agreement,
TelePlus issued 258,098 shares of common stock as financing costs.

The convertible debentures of $ 450,000,$ 400,000 and $ 150,000 are secured by
all of the assets and property of the Company, bear interest at 5% per annum and
are repayable on their third year anniversary dates of July 2, 2007, September
1, 2007 and October 1, 2007 respectively. The Company has the option of
converting the principal amounts and all accrued interest before their third
year anniversary dates. As at December 31, 2004 $ 200,000 of the convertible
debentures has been converted into common shares. The promissory note of $
1,550,000 is "unsecured", bears interest at 12% per annum and is repayable
before April 7, 2005. During the year ended December 31, 2004 $200,000 had been
repaid.

NOTE 11 - CONSOLIDATED STATEMENT OF CASH FLOWS

Non cash activities during 2004 were as follows:

The Company issued 465,000 shares of its common stock as consideration for the
purchase of an operating subsidiary having net assets at a fair value of
$107,748

The Company issued 405,000 from its common stock as consideration for the
purchase of an operating subsidiary having net assets at fair value of $208,283.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       43
<PAGE>

The Company issued 512,181 common shares upon the conversion of debentures
having face values of $ 200,000.

The Company issued 551,125 common shares in connection with the raising of
Company financing valued at $200,000.

The Company issued 342,098 Common shares for services provided, with respect to
raising of debt and capital, valued at $ 193,391

During 2003 the Company issued 19,000,000 common shares of its common stock in
connection with recapitalization of 3577996 Canada Inc.


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

Effective January 14, 2005, the client-auditor relationship between the TelePlus
Enterprises, Inc. (formerly HerbalOrganics.com, Inc.) and Lopez, Blevin, Bork &
Associates, an independent chartered accountant ("Former Accountant") ceased as
the former accountant was dismissed. Lopez, Blevin, Bork & Associates' report
dated November 15th 2004, on the Company's consolidated balance sheet of
Teleplus Enterprises, Inc. as of September 30, 2004, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the two years then ended, did not contain an adverse opinion or
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles.

In connection with the audit of the Company's financial statements, and in the
subsequent interim period, there were no disagreements with Lopez, Blevin, Bork
& Associates on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Lopez, Blevin, Bork & Associates would have caused Lopez,
Blevin, Bork & Associates to make reference to the matter in their report. The
Company has requested Lopez, Blevin, Bork & Associates to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated January 14, 2005 is filed as Exhibit 16 to this
Form 8-K. Mintz & Partners LLP was engaged on January 14, 2005 as the Company's
principal accountant to audit the financial statements of the Company. The
decision to change accountants was recommended by the Audit Committee of the
Board of Directors of the Company and approved by the Board of Directors.

During the years ended December 31, 2003 and 2002 and subsequent to September
30, 2004 through the date hereof, neither the Company nor anyone on its behalf
consulted with Mintz & Partners LLP regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, nor has Mintz & Partners LLP provided to the
Company a written report or oral advice regarding such principles or audit
opinion or any matter that was the subject of a disagreement or reportable
events set forth in Item 304(a)(iv) and (v), respectively, of Regulation S-K
with the Company's former accountant.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       44
<PAGE>

The Company has requested Mintz & Partners LLP review the disclosure in this
report on Form 8-K and provided Mintz & Partners LLP the opportunity to furnish
the Company with a letter addressed to the Commission containing any new
information, clarification of the Company's expression of its views, or the
respects in which Mintz & Partners LLP does not agree with the statements made
by the Company in this report. Mintz & Partners LLP has advised the Company that
no such letter need be issued.

ITEM 8A.  CONTROLS AND PROCEDURES

      (a) Evaluation of disclosure controls and procedures. Our chief executive
officer and chief financial officer, after evaluating the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this quarterly report (the "Evaluation Date"), has concluded that as
of the Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act of 1934
is 1) recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms; and 2) accumulated and
communicated to him as appropriate to allow timely decisions regarding required
disclosure.

      (b) Changes in internal control over financial reporting. There were no
significant changes in our internal control over financial reporting during our
most recent fiscal quarter that materially affected, or were reasonably likely
to materially affect, our internal control over financial reporting.

                                    PART III

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

DIRECTORS AND OFFICERS

         Generally, each of our directors is elected by the stockholders to a
term of one year and serves until his or her successor is elected and qualified.
Pursuant to the Company's Bylaws, Robert Krebs, Michael Karpheden, Hakan
Wretsell and Kelly McLaren was appointed as directors by a majority of the board
of directors to fill vacancies that existed on the board of directors at the
time of her appointment. Each of the officers is elected by the Board of
Directors to a term of one year and serves until his or her successor is duly
elected and qualified, or until he or she is removed from office. The Board of
Directors has no nominating compensation committees. The Directors and Officers
of the Company are as follows:

                                                               Served as a
 Name                   Age      Position                     Director Since:
 ----                   ---      --------                     ---------------
Marius Silvasan         31       Chief Executive Officer      October 2003
                                 and Director

Robert B. Krebs         48       Chief Financial Officer      February 2004
                                 and Director

Kelly McLaren           41       Chief Operating Officer      November 2004
                                 President & Director

Michael L. Karpheden    44       Director                     March 2004

Hakan Wretsell          45       Director                     March 2004


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       45
<PAGE>

Marius Silvasan, MBA, has served as our CEO and as a Director since October
2003. Prior to joining the Company, Mr. Silvasan held the position of President
& CEO for Visioneer Calling Card Inc. and Alliance TeleCard Corp. from 1995 to
June 1999. Prior to Visioneer and Alliance Mr. Silvasan held the position of
National Sales Manager for The Home Phone Club from 1990 to 1995. Graduate of
the HEC University in Montreal, Mr. Silvasan holds a B.A.C. in business
administration and an MBA (2003).

Robert Krebs has served as the Company's Chief Financial Officer and as a
Director since February 2004. Prior to joining the Company, Mr. Krebs worked
nine years for GB MICRO Electronics where he held the position of
Vice-President, Finance. Prior to GB MICRO, Mr. Krebs held the position of
Controller for Future Electronics and Le Chateau retail stores. Mr. Krebs holds
a C.A. and a Bachelor of Commerce both from McGill University. Mr. Krebs is an
active member of the Canadian Institute of Chartered Accountants.

Kelly McLaren, President, COO & Director, has served as the Company's President
and COO since November 2004. Prior to joining TelePlus, Ms. McLaren worked 16
years for Pratt & Whitney Canada, Corp. a subsidiary of United Technologies
Corporation, were she held various senior positions including Business Unit
Director - Procurement and most recently Regional Sales Manager - Latin America.
Ms. McLaren holds an MBA from Ecole des Hautes Etudes Commerciales (HEC) in
Montreal were she focused on marketing and international studies.

Michael L. Karpheden has served as a Director of the Company since March 2004.
Mr. Karpheden has served as CFO of iCurie Lab, based in the UK since September
2004. He has concurrently held this position with positions at other companies
discussed below since January 2003. From January 2003 to June 2003, Mr.
Karpheden was a Sales Representative for First Investors 2003. From February
2001 to January 2003, Mr. Karpheden held various positions at STRAX, Inc., a
leader in the distribution of mobile phones and accessories, based in Miami,
Florida, that included Chief Operating Officer and VP Finance and Operations.
Mr. Karpheden is a veteran in the wireless industry having worked for Ericsson
Mobile Phones for a twelve-year period from 1989 to 2001. While at Ericsson, Mr.
Karpheden held, among others, the position of VP Finance & Logistics, Americas
Region and President and CFO/Director of Finance for Ericsson Telecommunications
in Moscow Russia. Mr. Karpheden holds a degree in Business and Management from
the University of Lund in Sweden.

Hakan Wretsell has served as a Director of the Company since March 2004. Mr.
Wretsell currently serves as CEO for iCurie Lab, based in the UK since September
2004. Between 2000 and 2003, Mr. Wretsell held the position of President for
STRAX Inc. Mr. Wretsell has over sixteen years experience in the wireless
industry. Fourteen of those years, from 1987 to 2000, he spent at Ericsson
having held, among others, the position of Executive VP and GM, Americas Region
and VP Sales and Marketing, Latin America Region. Mr. Wretsell holds a degree in
Business and Management from the Universities of Umea, Uppsala and Lund in
Sweden.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       46
<PAGE>

DIRECTOR COMPENSATION

      All Directors of the Company will hold office until the next annual
meeting of the shareholders, and until their successors have been elected and
qualified. Officers of the Company are elected by the Board of Directors and
hold office at the pleasure of the Board. The Company compensates its board
members $2,000 per director's meeting and 30,000 shares of the Company's common
stock for every year served as a director. In the event that a board member
provides additional consultation and advisory services to management either
before or after a board meeting, the Company will pay such board member at a
rate of $1,000 per week for the services provided. From time to time, the
Company's management, in its sole discretion, may assign special projects to a
board member. Directors will also receive bonus compensation of 5% payable in
stock on the value of each special project completed. The Company will pay a
maximum of 200,000 shares of its common stock per year for special projects. The
Company and director may agree on an alternate remuneration for completion of
special projects.

INVOLVEMENT IN LEGAL PROCEEDINGS

None of our executive officers or directors have been the subject of any order,
judgment, or decree of any court of competent jurisdiction, or any regulatory
agency permanently or temporarily enjoining, barring suspending or otherwise
limiting him from acting as an investment advisor, underwriter, broker or dealer
in the securities industry, or as an affiliated person, director or employee of
an investment Company, bank, savings and loan association, or insurance Company
or from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities.

None of our executive officers or directors have been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding that is currently pending.

None of our executive officers or directors are the subject of any pending legal
proceedings.

AUDIT COMMITTEE

Messrs. Karpheden and Wretsell serve on TelePlus' audit committee. The audit
committee reports to the Board of Directors regarding the appointment of our
independent public accountants, the scope and results of our annual audits,
compliance with our accounting and financial policies and management's
procedures and policies relative to the adequacy of our internal accounting
controls


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       47
<PAGE>

EMPLOYEE STOCK OPTION COMMITTEE

Mr. Silvasan and Miss. McLaren serve on TelePlus' Employee Stock Option
Committee. The Employee Stock Option committee reports to the Board of Directors
regarding the issuance of stock options to employees in compliance with the
Company's stock option program.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the Exchange
Act to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of such registered securities.
Such executive officers, directors and greater than 10% beneficial owners are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms filed by such reporting persons.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no person required to file such a report failed to file during
fiscal 2003. Based on stockholder filings with the SEC, Marius Silvasan, Robert
Krebs, Michael Karpheden, Hakan Wretsell and Kelly McLaren are subject to
Section 16(a) filing requirements.

CODE OF ETHICS

The Board of Directors adopted a Code of Ethics in January 2004, meeting the
requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The Company will
provide to any person without charge, upon request, a copy of such Code of
Ethics. Persons wishing to make such a request should contact Marius Silvasan,
Chief Executive Officer, 7575 TransCanada, Suite 305, St-Laurent, Quebec, Canada
H4T 1V6, (514) 344-0778.

ITEM 10. EXECUTIVE COMPENSATION

Compensation paid to Officers and Directors is set forth in the Summary
Compensation Table below. The Company may reimburse its Officers and Directors
for any and all out-of-pocket expenses incurred relating to the business of the
Company.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                      LONG-TERM COMPENSATION
                                                   ----------------------------------
                            ANNUAL COMPENSATION          AWARDS       PAYOUTS
                          -----------------------  ------------------ -------
                                   SECURITIES
                                    UNDERLY-
                                           OTHER     RE-      ING               ALL
                                           ANNUAL  STRICTED OPTIONS/           OTHER
NAME AND PRINCIPAL                         COMPEN-  STOCK     SARs     LTIP    COMPEN-
     POSITION       YEAR  SALARY   BONUS   SATION  AWARD(S) (NUMBER)  PAYOUTS  SATION
------------------  ----  -------  -----   ------  -------- --------  -------  ------
<S>                 <C>   <C>         <C>     <C>       <C> <C>           <C>     <C>
Marius Silvasan,    2004  $76,335     --      --        --  6,000,000     --      --
CEO and Director    2003  $60,000     --      --        --         --     --      --

Robert Krebs,       2004  $48,400     --      --        --    490,000     --      --
CFO and Director

Kelly McLaren,      2004  $10,137     --      --        --  1,000,000     --      --
COO, President
And Director
</TABLE>


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       48
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information as of January 13, 2004, with respect
to the beneficial ownership of the common stock by (i) each director and officer
of the Company, (ii) all directors and officers as a group and (iii) each person
known by the Company to own beneficially 5% or more of the common stock:

    Name and Address of                    Shares Owned            % of Class
    Beneficial Owner                      Beneficially(1)             Owned
    -------------------                   ---------------           ---------
    Marius Silvasan                          43,300,000(2)              60.7%
    7575 TransCanada, Suite 305
    St-Laurent, Quebec H4T 1V6

    Robert Krebs                              140,000                     0%
    7575 TransCanada, Suite 305
    St-Laurent, Quebec H4T 1V6

    Kelly McLaren                              -0-                        0%
    7575 TransCanada, Suite 305
    St-Laurent, Quebec H4T 1V6

    Michael L. Karpheden                       30,000                     0%
    8510 SW 149 Ave. # 1115
    Miami, Florida 33193

    Hakan Wretsell                             30,000                     0%
    7575 TransCanada, Suite 305
    St-Laurent, Quebec H4T 1V6

      All Officers and Directors           43,500,000                  61.0%
      as a Group (4 people)
--------------

(1)   The number of shares of common stock owned are those "beneficially owned"
      as determined under the rules of the Securities and Exchange Commission,
      including any shares of common stock as to which a person has sole or
      shared voting or investment power and any shares of common stock which the
      person has the right to acquire within 60 days through the exercise of any
      option, warrant or right. As of March 20, 2005, there were 71,306,598
      shares of common stock outstanding.

(2)   Beneficially owned through Visioneer Holdings Group Inc.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       49
<PAGE>

CHANGES IN CONTROL

The Company does not anticipate any changes in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company paid management fees of $76,335 and $24,778 to an entity owned
by the majority shareholder for 2004 and 2003, respectively.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   EXHIBITS

   Exhibit No.          Description

      31.1  Certificate of the Chief Executive Officer pursuant Section 302 of
            the Sarbanes-Oxley Act of 2002 *

      31.2  Certificate of the Chief Financial Officer pursuant Section 302 of
            the Sarbanes-Oxley Act of 2002 *

      32.1  Certificate of the Chief Executive Officer pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002 *

      32.2  Certificate of the Chief Financial Officer pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002 *

*     Filed herein

      (b)   REPORTS ON FORM 8-K

The Company filed the following four reports on Form 8-K during the last quarter
of the fiscal period covered by this report:

(1) Form 8-K filed on October 1st, 2004 to advise investors that the licensing
agreement between the Company's wholly owned subsidiary TelePlus Management
Services, Inc. ("TelePlus Management") and Wal-Mart Canada Corp. for the
management of wireless concessions within 5 SAM's Club Canada locations has come
to an end.

(2) Form 8-K filed on December 7th, 2004 to advise investors that the Company
appointed American Stock Transfer & Trust Company ("AST") of NY, NY, as the
Company's new transfer agent. AST replaces Transfer Online which was the
Company's transfer agent up to that date and that the Company moved its
corporate headquarters to 7575 Transcanadienne, Suite 305, St-Laurent, Quebec,
Canada H4T 1V6 previously located at 465 St. Jean, Suite 601, Montreal, Quebec,
Canada H2Y 2R6. The Company's new corporate offices are 5,000 SF (previously
3,000) and are secured through a five year lease arrangement.


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       50
<PAGE>

(3) Form 8-K filed on December 7th, 2004 to advise investors that the Company
dismissed Lopez, Blevin, Bork & Associates (the "Former Accountant") on January
14th 2005 as the Company's independent auditors and appointed Mintz & Partners,
LLP on that same day as the Company's auditor.

The Company filed on November 26, 2004 an S8 for 2,000,000 covering the
Company's Employee Stock Option program.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003 for professional services rendered by the principal accountant for
the audit of the Company's annual financial statements was $21,375 and $18,715
respectively. The aggregate fees billed for each of the fiscal years ended
December 31, 2004 and 2003 for professional services rendered by the principal
accountant for review of the financial statements included in the registrant's
Form 10-QSB or for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was $12,860 and $2,750, respectively.

AUDIT RELATED FEES

None

TAX FEES

None

ALL OTHER FEES

The aggregate fees billed for each of the fiscal years ended December 31, 2004
and 2003 for products and services provided by the principal accountant, other
than the services reported above was $ 0 and $ 0, respectively.


                     <<<< Signatures on Following Page >>>>


                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       51
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                          TELEPLUS ENTERPRISES, INC.

DATED: March 31, 2005                     By: /s/ Marius Silvasan
                                             ------------------------
                                              Marius Silvasan
                                              Chief Executive Officer


      In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


NAME                       TITLE                               DATE

/s/ Marius Silvasan        Chief Executive Officer             March 31, 2005
----------------------     and Director
Marius Silvasan            (Principal Executive Officer)


/s/ Robert B. Krebs        Chief Financial Officer             March 31, 2005
----------------------     and Director
Robert B. Krebs            (Principal Financial Officer)


/s/ Kelly McLaren          Chief Operating Officer,            March 31, 2005
----------------------     President and Director
Kelly McLaren


/s/ Michael L. Karpheden   Director                            March 31, 2005
----------------------
Michael L. Karpheden


/s/ Hakan Wretsell         Director                            March 31, 2005
----------------------
Hakan Wretsell

                 See accompanying summary of accounting policies
                 and notes to consolidated financial statements.


                                       52