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

                                   FORM 10-KSB
(Mark One)

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

                   For the fiscal year ended December 31, 2003

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

     For the transition period from           to
                                   -----------  -------------

                        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)

            465 St. Jean, Suite 601, Montreal, Quebec, Canada H2Y 2R6
                -------------------------------------------------
                    (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,
2003  were  $7,651,975.

     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 April 8, 2004, was approximately $40,740,188.

     As of April 8, 2004 the issuer had 66,122,500 shares of common stock, $.001
par value per share outstanding.

                    Documents Incorporated by Reference: NONE

          Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

                           TELEPLUS ENTERPRISES, INC.
                                   FORM 10-KSB
                          YEAR ENDED December 31, 2003
                                      INDEX

                                     Part I

    Item 1.             Description of Business                           3

    Item 2.             Description of Property                           9

    Item 3.             Legal Proceedings                                 9

    Item 4.             Submission of Matters to a Vote of
                        Security Holders                                 11


                                     Part II

    Item 5.             Market for Common Equity and Related
                        Stockholder Matters                              11

    Item 6.             Management's Discussion and Analysis or
                        Plan of Operation                                12

    Item 7.             Financial Statements                            F-1

    Item 8.             Changes in and Disagreements with
                        Accountants on Accounting and Financial
                        Disclosure                                       19

    Item 8A.            Controls and Procedures                          20


                                    Part III

    Item 9.             Directors, Executive Officers, Promoters
                        and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act                20

    Item 10.            Executive Compensation                           22

    Item 11.            Security Ownership of Certain Beneficial
                        Owners and Management and Related Stockholder
                        Matters                                          23

    Item 12.            Certain Relationships and Related
                        Transactions                                     24

    Item 13.            Exhibits and Reports on Form 8-K
                        (a)   Exhibits                                   24

                        (b)   Reports on Form 8-K                        25

    Item 14.          Principal Accountant Fees and Services             26

    Signatures                                                           27

<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,  2003.

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.

                                      -3-
<PAGE>

     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  for the last three years.  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.

BUSINESS OF THE ISSUER

     Over  the  years, TelePlus has developed a reputation as a leading provider
of  wireless  and  portable  communication  devices  in  Canada.  Today TelePlus
operates  22  TelePlus  branded  stores  and  5 SAM's Club wireless concessions.
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.

     TelePlus  has  succeeded  in  creating  a  unique  position in the wireless
industry  by  marketing  a  wide  variety of wireless and communication products
under  a  "one-stop wireless shop" concept. Microcell Solutions, Telus, PageNet,
StarChoice,  Olympus,  Samsung,  Sanyo  and  Vtech  are among some of the brands
promoted  by  TelePlus.

     At  the  end  of 2003, TelePlus signed an agreement with Wal-Mart Corp. for
the  management  of  SAM's  Club  Canada  wireless  concessions.  This agreement
provides  TelePlus  with  prime  real  estate  in  allowing the Company to place
wireless  kiosks  in  selected  SAM's  Club  Canada  locations.

     TelePlus is also preparing the launch of its private label wireless program
in  selected  US  States.  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  has shown strong revenue growth from $1.4 million in 2000 to $7.7
million  as of December 31, 2003. TelePlus delivers high consumer confidence and
exceptional  customer service, which is evidenced by winning 3 consecutive times
the  "Consumer's  Choice Award" for best wireless retail business - 2002, 2003 &
2004.

                                      -4-
<PAGE>

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,  2003.

     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   Microcell Solutions (Fido), Telus Mobility
    * Home Phones                  Panasonic, V-Tech, Sanyo, Siemens, Uniden
    * Pagers and 2-way Pagers      PageNet, Unipage, Tele-Page
    * Satellite Dish systems       StarChoice
    * CD & MP3 Players             Sanyo, Samsung

     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 $7,651,975 in sales revenue for the fiscal
year  ended  December 31, 2003.  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, 2003,
TelePlus  embarked  on an aggressive five-year expansion plan, discussed in more
detail  below  under  "Item  6.  Management's  Discussion  and  Analysis."

     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.

                                      -5-
<PAGE>

     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  22  TelePlus  branded  stores and 5 SAM's Club
wireless  concessions  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."

     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.

                                      -6-
<PAGE>

COMPETITION

     TelePlus  faces competition from different retail players, amongst which we
can find the shops of wireless carriers, large surface retailers and specialized
wireless  and  telephone  shops.

     Wireless  Carriers'  Shops.  TelePlus  faces  competition from the wireless
     --------------------------
carriers  established  corporate  stores and/or dealers.  In this area TelePlus'
primary  competitors  are  the  following:

    *  Bell  World
    *  Rogers  AT&T
    *  Telus  Mobility
    *  Fido

     The  above  stated  retailer  outlets  in  all cases sell only the wireless
products  and  services  of their respective carrier.  In addition, these retail
outlets in all cases except Bell World do not promote products or services other
than  wireless  products.

     TelePlus'  product  offering  is  superior to those offered by these retail
outlets as TelePlus offers a "one-stop wireless shop" concept by promoting under
one  roof  a  variety  of  wireless  and  communication  products.  This concept
drastically  differs  from  conventional wireless stores as consumers are guided
towards  an  optimum  wireless  solution  based on their needs and expectations.

     Large  Surface  Retailers.  TelePlus  also  compete  against  large surface
     -------------------------
retailers,  however,  they  only  promote  wireless  boxed products with limited
customer  support.  The  largest  players  in  Canada  are:

    *  FutureShop
    *  Office  Depot
    *  Best  Buy

     TelePlus intends to provide its full range of services through Wal-Mart and
Sam's  Club  stores.  This  will  allow TelePlus a quick nationwide penetration,
limit  direct  competition with them and capitalize on these mass merchandisers'
flow  of  customers.

     Specialized Wireless & Phone Retailers.  The stores under this category are
     --------------------------------------
direct  competitors  to TelePlus'  "one-stop wireless store" concept.  TelePlus'
main  competitors  are:

    *  Cabine  Telephonique,  which  operates  42 stores primarily in Quebec and
Ontario  and promotes all brands of wireless products in addition to home phones
and  related  products;

    *  Wireless  Wave,  which operates 69 stores primarily in Western Canada and
Toronto.  Its  product  line,  however,  is  limited  to  wireless  products and
services;  and

    *  Radio  Shack,  which  operates  900  stores  across  Canada and sells the
wireless  services of Rogers AT&T in addition to a variety of phone products and
services.

                                      -7-
<PAGE>

     Others.  In  addition  to  the  above-mentioned competitors, TelePlus faces
     ------
competition  from  a  variety  of  independent  retailers promoting one to a few
wireless  carriers'  products and services.  In the last year, however, wireless
carriers  have  been  limiting their issuance of new retail licenses and some of
them  have  even  started  reducing  the  number  of  issued  retail licenses to
consolidate  their efforts with larger customers such as TelePlus. This trend is
expected  to  continue  in  the  coming  year  and it should prevent  additional
competitors  in  the  marketplace;  thus,  protecting  TelePlus'  market-share.

DEPENDENCE  ON  ONE  OR  A  FEW  CUSTOMERS

     As  of December 31, 2003, amounts due from two customers amounted to 70% of
total  trade  accounts  receivable.  One  customer  accounted  for  19% of total
revenues  for  the  year  ended  December  31,  2003.

     As of December 31, 2003 the Company had an agreement in place with Wal-Mart
Corp.  for the management of SAM's Club Canada wireless concessions. The Company
currently  has  in  operation  5  SAM's Club wireless concessions. As more SAM's
Clubs  open  the  Company  will  become more dependent for its revenues on SAM's
Club.  Should  SAM's  Club wireless concessions not yield the expected revenues,
this  could  have  a materially adverse effect upon our business and operations.
We  are actively seeking to broaden our customer base and expand our product and
service  offerings.  We  have  entered into an LOI to acquire SmartCell on April
5th,  2004  and we have expressed a willingness to expand SmartCell's operations
in Western Canada.  We need to continue to broaden our customer base and product
and  service  offerings.  If  we  are  unable  to broaden our customer base, the
continued  reliance  upon  a few large customers could have a materially adverse
effect  upon  our  business  and  operations.

INTELLECTUAL PROPERTY

     TelePlus  filed  an  application to obtain "SimplySellular" as a trademark.

NEED FOR GOVERNMENT APPROVAL

     TelePlus does not need any government approval.

EMPLOYEES

     TelePlus has a total of 100 employees, 70 of which are employed on a
full-time basis.

RECENT BUSINESS DEVELOPMENTS

     In April 2004, the Company signed a Letter of Intent (the "LOI") to acquire
all  of  the  outstanding shares of SmartCell. The terms of the transaction call
for  the  Company  to  pay  a  combination of cash and stock compensation to the
principals  of  SmartCell  in consideration for all of the outstanding shares of
SmartCell.  The  Company  expects to close the transaction before the end of May
2004.

                                      -8-
<PAGE>

     According  to  the terms of the LOI, the Company is to issue 400,000 shares
of  common  stock  to the SmartCell principals at closing and, beginning 90 days
from  closing,  an  additional  75,000  shares for the next four quarters (or an
aggregate  300,000 additional shares). The Company will also issue the SmartCell
principals  up  to  450,000  options  based  on  SmartCell's  performance over a
five-year  period  beginning  one  year  after  closing  payable as follows: the
Company will issue one option to acquire one share of common stock for every $30
of  gross  revenue and one option to acquire one share of common stock for every
$7  of net profit generated by SmartCell up to a maximum of 450,000 options. The
options  will  be  issued  on an annual basis with an exercise price of $.01 per
share.  The  Company  will also pay the SmartCell principals 60% of the net book
value  (not  including accounts receivable and accounts payable) of SmartCell in
cash.

     SmartCell  currently  operates  7  wireless  stores  in  Vancouver, Canada.
SmartCell  is  expected  to  open  its  8th location in Vancouver in April 2004.
SmartCell  revenues  are  in  excess of USD$2.8M per annum. The transaction also
calls  for  SmartCell's  management  to  remain  on board post acquisition. Once
SmartCell's  operations  are  integrated with the Company's, it is intended that
SmartCell's  management  will take over the Company's Western Canada operations.

     Post  closing, the total number of Company operated stores will increase to
35.  The  Company  expects  to  increase  the number of stores in Western Canada
following  closing  of  the  transaction.

     In  March  2004,  the  Company  received a commitment from Excalibur SA for
$1,000,000  in equity financing. As of the filing of this report on Form 10-KSB,
the  Company  has  received  $500,000  of  such  financing.

ITEM 2.  DESCRIPTION OF PROPERTY

     TelePlus  currently  has  in  place  23  leases  for  various  properties,
consisting  of  22  retail  store leases and 1 lease for its principal office in
Montreal  Canada.  The  retail  stores  are  located  in provinces of Quebec and
Ontario, Canada. The retail stores vary in size from 300 to 700 square feet. The
Company's  principal  office  is  located  in approximately 3,500 square feet of
leased  office. The aggregate monthly rental commitment for the retail stores is
USD$51,600. The monthly rental commitment for the principal office is USD$2,600.
The  term  of  the  leases,  except  for  two  leases,  is  five  years.

ITEM 3.  LEGAL PROCEEDINGS

     The  following  proceedings  have  been instigated against the Company. The
Company  does  not  believe  that  the  following  legal proceedings will 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 for the goods sold by the 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.

                                      -9-
<PAGE>

     Company Stock.  TelePlus is currently defending an action instigated
     -------------
against  it  by two private individuals. Such individuals claim having attempted
to  purchase  shares  of  the  Company's  common stock from one of the Company's
consultants  and  such  transaction failed. These individuals claim having wired
funds  to  the  consultant but consultant failed to provide the individuals with
the shares of common stock. The individuals claim that the Company and its chief
executive  officer,  Marius  Silvasan,  are  jointly  responsible for the failed
transactions.  The  individuals  have  filed a claim against the Company and its
chief  executive officer for the amount of their investment. The Company and its
chief  executive officer claim having no responsibility in the transaction. Such
transaction  was  to  occur  between  two  third parties, one owning some of the
Company's  common  stock  and the other two individuals interested in purchasing
such  stock.  The  fact  that  the  transaction failed to be completed among the
parties  does  in  no  way  imply any responsibility on the Company or its chief
executive  officer.  Total liability to the Company, if it losses the claim, may
reach  a  maximum  of  $7,500.

     Financing.  TelePlus is currently defending an action arising out of a
     ---------
proposed  financing  transaction  that  was  never  consummated  and  therefore,
terminated by TelePlus. That transaction contemplated that (i) the Company would
be  merged with a subsidiary of a non-operating, publicly owned "shell" company;
(ii)  the  shareholders of TelePlus would become the controlling shareholders of
the  shell  company;  and  (iii) thereafter several prospective purchasers would
purchase  shares  of  stock of such shell company. The contemplated transactions
were  to  have  closed  by  the later of September 15, 2003 or the delivery of a
notice  that  TelePlus  declined  such  funding.  The  closing  did not occur on
September 15, 2003. Those prospective investors, who are the complaining parties
in  this  lawsuit,  never  purchased  any  shares of the shell company and never
formally  offered  to  otherwise  provide  funds to the Company. Accordingly, on
September 23, 2003, the Company notified the shell company that it was not going
to  proceed  with  the merger and notified the prospective investors that it was
declining  any  funding  from  them.  The complaining parties filed their action
against  the  Company seeking a temporary restraining order and other injunctive
relief.  On  October  2,  2003,  the  Court  denied  the  motion for a temporary
restraining  order  against.  A  hearing  on the motion for the other injunctive
relief  occurred  on  October  16, 2003 and such motion was rejected on March 3,
2004. The Company believes that this lawsuit is without any merit and intends to
vigorously  defend  itself  in  this  lawsuit.

     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$471,000.  The  proposed  tax  assessment  is  for  CDN$265,000  for  QST and
CDN$346,000  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.

                                      -10-
<PAGE>

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

     An  annual  shareholders'  meeting was held on March 5, 2003. A majority of
the  shareholders  present, either in person or represented by proxy, approved a
10:1  forward  split  of  the Company's issued and outstanding common stock. The
capitalization  and  par value of the common stock remained the same; therefore,
no  amendment to the Articles of Incorporation was required to be filed with the
Nevada  Secretary  of  State.

     In  October  2003,  a  majority  of shareholders of the Company, via signed
written  consent  to  action  without  a meeting of the shareholders, approved a
2.375:1  forward  stock  split  of  the  Company's issued and outstanding common
stock. The number of shares consenting to the action was 41,800,000 post forward
split  shares  out of 65,312,500 post forward split shares that were eligible to
vote.


                                     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, 2003                 $1.67                       $1.62
September 30, 2003                $5.00                       $5.00
June 30, 2003                     $0.10                       $0.10
March 31, 2003                    $0.01                       $0.01

There  were  47  holders  of record of the common stock as of April 8, 2004. 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.

                                      -11-
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

     In  January, 2001, a total of 19,000,000 shares of Common Stock were issued
to  a total of 28 investors in exchange for $40,000 (or $.05 per share) pursuant
to  an  exemption  from  registration  provided  by  Rule  504  of Regulation D,
promulgated  under  the  Securities  Act  of  1933, as amended. The offering was
registered,  qualified  and  approved  for  sale  to  the  public  by the Nevada
Secretary  of  State  Securities  Division in June 2000. All of such shares were
sold  by  the  registered Agent of the Issuer in the State of Nevada to friends,
family members, acquaintances and/or business associates of the President at the
time.

     In  October  2003,  the Company issued an aggregate of 22,562,500 shares of
common stock which were not registered under the Act to Visioneer Holdings Group
Inc.,  TransCalling Communications, Inc. and Nicholas Shamy. They each purchased
their  shares  at par value, $.001 per share of common stock. 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  2003,  the  Company  issued an aggregate of 750,000 shares of
common  stock which were not registered under the Act to three entities that are
not affiliated with the Company in exchange for $750,000. Also in December 2003,
the Company issued 25,000 shares of common stock which were not registered under
the Act to two entities that are not affiliated with the Company in exchange for
the  performance  of services. 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.

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.

                                      -12-
<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 transcations 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 leading provider of wireless and portable communication
devices  in  Canada.  Its  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.

MISSION STATEMENT

     Provide  North  American  consumers  with  innovative wireless products and
services.  Delivery of such services will occur through our company owned retail
stores,  retail  partners  and  through  the  operation  of our virtual wireless
network.

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  currently  has  prominently  displayed,  attractive, strategically
located retail outlets, experienced employees and management and strong supplier
relations.  Growth  will  come  in  three  folds.

                                      -13-
<PAGE>

GROWTH IN CANADA:

     The  Company  currently operates 22 TelePlus branded stores in two Canadian
provinces.  The Company intends to increase to 47 the number of TelePlus branded
stores  by 2007. These stores are expected to be located in major metro centers.
The  Company  announced  the  signature  of  an  LOI  with SMARTCELL see "Recent
Business  Developments"  section  for  details.

     TelePlus  finalized  in  November  2003  a  contract  for  the operation of
wireless  kiosks in SAM'S CLUB from Wal-Mart Corp. TelePlus currently operates 5
SAM's  CLUB  wireless  concessions.  TelePlus intends to work with SAM's Club to
open  additional  wireless  concessions.

GROWTH IN THE UNITED STATES:

     TelePlus  intends  to  deploy  a  private  label wireless program under the
"TelePlus"  brand  name  in  the US. TelePlus initiated final development of its
private  label  wireless  service as announced in a news release dated March 17,
2004. TelePlus Wireless Corp. ("TelePlus Wireless"), a fully owned subsidiary of
TelePlus  Enterprises,  Inc.  will offer such services on behalf of the Company.
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 we can find over 20 MVNO's. 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.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2002

     Sales  revenues  for  the  fiscal  year  ended  December 31, 2003 increased
$2,458,939  (or 47%) to $7,651,975 as compared to $5,193,036 for the fiscal year
ended  December 31, 2002. The increase in sales revenues was due to the increase
in  same  store  sales  and  number  of retail outlets versus the previous year.

     Cost  of revenues for the year ended December 31, 2003 increased $2,074,505
(or  59%)  to  $5,577,043  as  compared  to $3,502,538 for the fiscal year ended
December  31,  2002. The increase in cost of revenues was due to the increase in
revenue  and lower handset margins resulting from the financial restructuring of
the  company's  largest  wireless  supplier.  Such  supplier  completed  its
restructuring  at  the end of the 1st quarter of 2003 and subsequently increased
its  handset  margins  to  the company starting at the end of the 3rd quarter of
2003. This resulted in higher margins in the 4th quarter of 2003 but nonetheless
affected  negatively the Company's overall margins in 2003. Margins in 2004 have
returned  to  higher  levels  experienced  historically.

     Gross  profit as a percentage of sales ("gross profit margin") decreased to
27%  for  the  fiscal  year ended December 31, 2003 from 33% for the fiscal year
ended  December 31, 2002. The decrease in gross profit margin was due to the 59%
increase  in cost of revenues that was slightly mitigated by the 47% increase in
sales  revenues.

     General, administrative ("G&A") expense for the fiscal year ended December
31,  2003  increased $1,140,382 (or 69%) to $2,786,603 as compared to $1,646,221
for  the  fiscal year  December 31, 2002. The increase in G&A was due to higher
recruiting  cots  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
2005,  and investments made in obtaining the agreement for the management of the
Sam's Club Canada wireless concessions. As revenues are expected to grow through
2004  and  2005,  G&A  expense  as a percentage of total revenues is expected to
decrease.

                                      -14-
<PAGE>

     The  Company  decreased  its  advertising expense for the fiscal year ended
December 31, 2003 by $98,000 (or 78%) to $27,000 as compared to $125,000 for the
fiscal year ended December 31, 2002. The decrease in advertising expense was due
to  increased  co-op  funding  received from the Company's suppliers. Such co-op
funds  were  setoff  against  the  Company's  cost  of  advertising.

     Interest expense decreased to $2,458 for the fiscal year ended December 31,
2003  from  $3,706  for  the  fiscal  year  ended  December  31,  2002.

     The  Company  had a net loss of $715,787 for the fiscal year ended December
31,  2003,  as  compared  to  net  income  of  $33,873 for the fiscal year ended
December  31,  2002.  The  shift  from  positive  net  income  to a net loss was
primarily  due  to  lower  handset  margins  resulting  from  the  financial
restructuring  of  the  Company's  largest  wireless  supplier.  Such  supplier
completed  its  restructuring  at  the  end  of  the  1st  quarter  of  2003 and
subsequently increased its handset margins to the Company starting at the end of
the  3rd  quarter  of  2003.  Margins  on handset sales in 2004 have returned to
higher  levels  experienced  historically.

     As  of  December  31,  2003,  the  Company  had  an  accumulated deficit of
$685,160.

LIQUIDITY AND CAPITAL RESOURCES

     As  of  December  31,  2003,  total  current  assets  were $2,245,057 which
consisted  of  $100,804  of  cash,  $1,204,293 of accounts receivable, net of an
allowance for doubtful accounts, $843,813 of inventories, and $96,147 of prepaid
expenses.

     As  of  December  31, 2003, total current liabilities were $3,033,174 which
consisted  of  $2,596,799  of accounts payable and $436,375 of accrued expenses.

     The  Company  had  negative  net  working  capital  at December 31, 2003 of
$(788,117).  The  ratio  of  current  assets  to  current  liabilities was 0.74.

     The Company had a net increase in cash of $24,667 for the fiscal year ended
December  31,  2003  as  compared  to  a net decrease in cash of $38,434 for the
fiscal  year  ended  December  31,  2002.  Cash  flows from financing activities
represented  the  Company's principal source of cash for the fiscal period ended
December  31, 2003, as compared to the fiscal period ended December 31, 2002, in
which  cash  flows from operating activities represented the Company's principal
source  of  cash.  Cash flows from financing activities during the fiscal period
ended  December  31, 2003 were $663,049, consisting of proceeds in the amount of
$675,838  from  the issuance of common stock that was offset by $12,789 that was
attributable  to  payments  on  loans payable to shareholders. During the fiscal
year  ended  December  31,  2002,  the Company made $39,648 of payments on loans
payable  to  shareholder  and  did not receive any proceeds from the issuance of
common  stock.

     During  the fiscal period ended December 31, 2003, the Company had $136,205
cash  used  in  operating  activities  as  compared  to  the fiscal period ended
December  31,  2002,  where  the Company had $249,113 cash provided by operating
activities.  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 by
$67,893, other  assets  that increased by $74,939 and income taxes payable that
decreased  by  $25,898,  which were offset by accounts payable that increased by
$1,515,116 and accrued expenses that increased by $346,411. The cash provided by
operating  activities  for  the  fiscal  year ended December 31, 2002 was due to
accounts  payable that increased by $512,584, accrued expenses that increased by
$89,964, and income taxes payable that increased by $10,577, which were offset
by  accounts receivable that increased by $43,270, inventories that increased by
$334,955, prepaid  expenses  that  increased  by  $17,413 and other assets that
increased by $57,159.

                                      -15-
<PAGE>

     Capital expenditures were $505,809 for the fiscal period ended December 31,
2003  as  compared  to $248,392 for the fiscal year ended December 31, 2002. The
expenditures  represent  negative  cash  flows  from  investing  activities.

     The  Company requires $4,300,000 of additional capital to support strategic
acquisitions  and  its  current  expansion  plans, of which the Company received
$750,000  in  December  2003.  In  March 2004, Excalibur SA made a commitment to
invest  $1,000,000,  of  which  the  Company  has  received  $500,000  in equity
financing  subsequent  to December 31, 2003. The Company has no commitments from
officers, directors or affiliates to provide funding. The failure of the Company
to  obtain  adequate  additional  financing  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 CAPITAL EXPENDITURES

     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, 2003 and 2002 was $657,132 and $376,566, respectively. As of
December  31, 2003, the minimum lease payment under these leases during 2004 was
CDN$677,727.

RISK FACTORS

     Need  for  Additional  Financing.  It is imperative that the Company obtain
debt and/or equity financing of $4,300,000 to implement its business plan and to
expand  its  business.  The  Company raised $750,000 through the sale of 750,000
shares  of  common  stock  to three entities not affiliated with the Company. In
March  2004,  the  Company  received  a  commitment  for  $1,000,000  in  equity
financing,  $500,000 of which the Company had received as of March 31, 2004. The
Company  is  taking  steps  to  raise  additional  equity  capital  or to borrow
additional  funds.  There  can  be  no  assurance  that  any new capital will be
available  to  the Company or that adequate funds will be sufficient for Company
operations,  whether from the Company's financial markets, or other arrangements
will  be  available  when  needed  or  on terms satisfactory to the Company. The
failure  of  the Company to obtain adequate additional financing may require the
Company  to  delay, curtail or scale back some or all of its operations and will
hinder  its ability to expand its business. Any additional financing may involve
dilution  to  the  Company's  then-existing  shareholders.

                                      -16-
<PAGE>

     Reliance  on  Key  Management.  Our  success  is  highly dependent upon the
continued  services  of Marius Silvasan, our Chief Executive Officer, and Robert
Krebs,  our  Chief Financial Officer, Benoit Bube, our Vice President of Sales &
Marketing,  Darren  Lisak,  our  Director of Procurement and Logistics and David
Spencer,  our  Director of Business Development. If any of the foregoing persons
were  to  leave  us, it could have a materially adverse effect upon our business
and  operations.

     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$471,000.  The  proposed  tax  assessment  is  for  CDN$265,000  for  QST and
CDN$346,000  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.

     Dependence  on  Major  Client.  As  of December 31, 2003 the Company had an
agreement  in  place with Wal-Mart Corp. for the management of SAM's Club Canada
wireless  concessions.  The  Company  currently  has  in  operation 5 SAM's Club
wireless  concessions.  As  more  SAM's  Clubs open the Company will become more
dependent for its revenues on SAM's Club. Should SAM's Club wireless concessions
not yield the expected revenues this could have a materially adverse effect upon
our  business  and  operations.  We are actively seeking to broaden our customer
base and expand our product and service offerings. We executed an LOI to acquire
SmartCell  on  April  5th,  2004  and  have  expressed  a  willingness to expand
SmartCell's  operations  in  Western  Canada. We need to continue to broaden our
customer base and product and service offerings. If we are unable to broaden our
customer  base,  the  continued  reliance  upon few large customers could have a
materially  adverse  effect  upon  our  business  and  operations.

     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.

     Rapid  product  obsolescence.  The  wireless and communication market place
faces  rapid  product  obsolescence  requiring  the  Company  to  maintain short
inventory  cycles  and  technically  enabled  sales  consultants.

     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  could  have  a  negative  impact  on  profit  margins.

     Issuance  of  a  large number of wireless licenses increasing the number of
competitors.  Wireless  carriers  could  revert  to  the  issuance of additional
wireless  licenses  which  could  increase the number of competitors. This could
reduce  our  same  store  sales  and  erode  our  margins.

                                      -17-
<PAGE>

     The  Company's  ability  to  hire  and  retain  experienced  industry
professionals;  the Company requires the services of skilled professionals which
if  unavailable  could  adversely  effect  the  Company's  performance.

     The  Company's  ability  to  secure  competitive  pricing arrangements in a
market  dominated  by  larger  retailers with higher financial resources. Profit
margins in the wireless and communication industry are low. The Company's larger
competitors,  who  have  more resources, have the ability to reduce their prices
significantly  lower  than  current  prices  that  would  further  reduce profit
margins.  Should  such  an  event  occur  and  the  Company  chose  not to offer
competitive  prices,  the  Company  could  lose its market share. If the Company
chose  to  compete, the reduction in profit margin would have a material adverse
effect  on  the  Company's  business  and  operations.  The Company's ability to
achieve  economies  of  scale  is  critical  to  its  long-term  viability.

     Uncertain  growth  in  market  demand: Current market conditions indicate a
strong  growth  of  wireless  products  in  the  upcoming  years.  Nevertheless
technological  development  and  unstable  economic  growth  may  affect current
forecasts  which  could have a material adverse affect on the Company's business
and  operations.

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.


                                      -18-

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS




                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheet of Teleplus
Enterprises, Inc. as of December 31, 2003, and the related consolidated
statements of operations, shareholders' equity, comprehensive income and cash
flows for each of the two years then ended.  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
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audits 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 audits provide 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, 2003, and the results of its
consolidated operations and its cash flows for each of the two years then ended,
in conformity with accounting principles generally accepted in the United States
of America.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

April 5, 2004


                                      F-1
<PAGE>



<TABLE>
<CAPTION>

                                TELEPLUS ENTERPRISES, INC.
                                CONSOLIDATED BALANCE SHEET
                                     DECEMBER 31, 2003


ASSETS
<S>                                                                         <C>
Current assets
  Cash                                                                      $  100,804
  Accounts receivable                                                        1,204,293
  Inventories                                                                  843,813
  Prepaid expenses                                                              96,147
                                                                            -----------
    Total current assets                                                     2,245,057

Property and equipment, net                                                    706,363
Other assets                                                                   132,098
                                                                            -----------

    Total assets                                                            $3,083,518
                                                                            ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                          $2,596,799
  Accrued expenses                                                             436,375
                                                                            -----------
    Total current liabilities                                                3,033,174
                                                                            -----------

Commitments and Contingencies

SHAREHOLDERS' EQUITY:
  Common stock, $.001 par value, 150,000,000 shares authorized, 66,122,500
    shares issued and outstanding                                               66,123
  Additional paid in capital                                                   666,655
  Accumulated deficit                                                         (685,160)
  Accumulated other comprehensive income                                         2,726
                                                                            -----------
    Total Shareholders' Equity                                                  50,344
                                                                            -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $3,083,518
                                                                            ===========
</TABLE>

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


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                             TELEPLUS ENTERPRISES, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        Years Ended
                                                        December 31,
                                       ---------------------------------------------
                                                2003                    2002
                                       ----------------------  ----------------------
<S>                                    <C>                     <C>
Net revenues                           $           7,651,975   $            5,193,036
Cost of revenues                                   5,577,043                3,502,538
                                       ----------------------  ----------------------
Gross margin                                       2,074,932                1,690,498

General, administrative and selling                2,786,603                1,646,221
                                       ----------------------  ----------------------

Income (loss) from operations                       (711,671)                  44,277

Provision (benefit) for income taxes                 (4,116)                   10,404
                                       ----------------------  ----------------------

Net income (loss)                      $            (715,787)  $               33,873
                                       ======================  ======================

Net income per share:
  Net income - basic and diluted                      (0.01)                   0.00
                                       ======================  ======================

Weighted average shares outstanding:
  Basic and diluted                               50,714,144               46,312,500
                                       ======================  ======================
</TABLE>

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


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                   TELEPLUS ENTERPRISES, INC.
                        CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                             YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                  Accumulated
                              Common Stock         Additional        Other
                              -------------         Paid-In       Accumulated  Comprehensive
                            Shares       Amount     Capital         Deficit       Income      Total
                         -------------  --------  -------------  ---------------  --------  ----------
<S>                      <C>            <C>       <C>            <C>              <C>       <C>

Balance,
  December 31, 2001        46,312,500   $ 46,313  $          -   $       (3,246)  $(1,399)  $  41,668

  Comprehensive
    income:
      Net income                    -          -             -           33,873         -      33,873
      Foreign currency
        translation                 -          -             -                -       493         493
                                                                                            ----------
  Comprehensive
    income                                                                                     34,366
                                                                                            ----------


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
                         =============  ========  =============  ===============  ========  ==========
</TABLE>


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


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                           TELEPLUS ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 Years Ended
                                                                 December 31,
                                                          ------------------------
                                                              2003         2002
                                                          ------------  ----------
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                       $  (715,787)  $  33,873
  Adjustments to reconcile net loss to cash provided by
    (used in ) operating activities:
      Depreciation and amortization                           134,440      54,912
         Changes in assets and liabilities:
          Accounts receivable                              (1,021,362)    (43,270)
          Inventories                                        (226,293)   (334,955)
          Prepaid expenses                                    (67,893)    (17,413)
          Other assets                                        (74,939)    (57,159)
          Accounts payable                                  1,515,116     512,584
          Accrued expenses                                    346,411      89,964
          Income taxes                                        (25,898)     10,577
                                                          ------------  ----------
CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                       (136,205)    249,113
                                                          ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                       (505,809)   (248,392)
                                                          ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on loans payable - shareholders                    (12,789)    (39,648)
  Proceeds from issuance of common stock, net                 675,838           -
                                                          ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES                          663,049     (39,648)
                                                          ------------  ----------

Effect of Exchange Rate Changes on Cash                         3,632         493

NET INCREASE (DECREASE) IN CASH                                24,667     (38,434)
  Cash, beginning of period                                    76,137     114,571
                                                          ------------  ----------
  Cash, end of period                                     $   100,804   $  76,137
                                                          ============  ==========

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                           $     2,458   $   3,706
                                                          ============  ==========
  Net assets acquired in reverse merger                   $    10,627   $       -
                                                          ============  ==========
</TABLE>

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


                                      F-5
<PAGE>


                           TELEPLUS ENTERPRISES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND BASIS OF PRESENTATION

     Nature  of business. Teleplus Enterprises, Inc. ("Teleplus") markets a wide
range  of  wireless  and  home  telephony  products  and  services  including an
exclusive  line  of  unlocked  GSM  mobile  phones,  through  its  wholly  owned
subsidiary  Teleplus  Retail Services, Inc. ("Retail"). Teleplus, as of December
31,  2003,  owns and operates 26 retail stores selling a variety of wireless and
home  telephony  products  and  services in the provinces of Ontario and Quebec,
Canada.  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 are not carried over and will be
adjusted  to  $0.  In  connection  with the reverse merger, 3577996 Canada, Inc.
acquired  $11,327  in  cash  and  assumed  $700  in  liabilities.

Principles of Consolidation

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

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.

                                      F-6
<PAGE>

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.

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 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.

Advertising

     Costs  incurred  in  connection  with advertising are charged to expense as
incurred.  Advertising  expense  was approximately $27,000 and $125,000 for 2003
and  2002,  respectively.

                                      F-7
<PAGE>

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.

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 Net Income (Loss) per Share

     Basic  income (loss) per  share has been calculated based on the weighted
average number  of  shares  of  common  stock  outstanding  during  the  period.

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.

Recent Accounting Pronouncements

     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.

                                      F-8
<PAGE>

     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.


NOTE 2 - ACCOUNTS RECEIVABLE

     Teleplus' trade accounts receivable are shown net of allowance for doubtful
accounts  of  $8,000  at  December  31,  2003  as  follows:

Accounts receivable                      $ 1,204,293
Less: Allowance for doubtful accounts          0
                                          ----------
                                         $ 1,204,293
                                          ==========

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, plant, and equipment, at December 31, 2003 are as
follows:

Equipment                                  $  39,248
Furniture and fixtures                        61,089
Business software                             76,431
Leasehold improvements                       745,954
                                          ----------
                                             922,722
Less: accumulated depreciation and
Amortization                                (216,359)
                                          ----------
                                           $ 706,363
                                          ==========

Depreciation and amortization expense was $134,440 and $54,912 for 2003 and
2002, respectively.

                                      F-9
<PAGE>

NOTE 4 - INCOME TAXES

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

                                  2003                2002
                                ----------          --------
Current provision (benefit)     $ 4,116             $ 10,404
                                ----------          --------
Deferred provision (benefit)            -                 -
                                        -                 -
                                $ 4,116             $ 10,404
                                ==========          ========

Deferred income taxes consist of the following at December 31:

                                  2003          2002
                                ----------          --------
Short-term:
  Deferred tax liabilities      $       -           $     -

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

     Teleplus  had taxable income (loss) of approximately $(700,000) and $44,000
for  2003  and  2002,  respectively.  Teleplus  has  net  operating  losses
carry-forwards  of  approximately  $700,000  which will expire in the year 2023,
respectively.


NOTE 5 - RELATED PARTY TRANSACTIONS

     Teleplus  paid management fees of $24,778 and $38,661 to an entity owned by
the  majority  shareholder  for  2003  and  2002,  respectively.


NOTE 6 - COMMON STOCK

     In  November  2003,  Teleplus  issued  750,000  shares  of common stock for
proceeds  of  $750,000  or  $1.00  per  share.  In connection with the proceeds,
Teleplus  issued  60,000  shares  of  common stock and paid $74,162 in expenses.

                                      F-10
<PAGE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES

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 $471,000. The proposed
tax  assessment  is for $265,000 for QST and $346,000 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 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.

     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.

Legal Proceedings

     The Company is subject to legal proceedings and claims that arise in the
ordinary course of business.  The Company's management does not expect that the
results in any of these legal proceedings will have an adverse affect on the
Company's financial condition or results of operations.

Operating Leases

     Teleplus  has several non-cancelable operating leases, primarily for office
space  and  storage  that expire through December 31, 2007. 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, 2003 and 2002
was  $657,132  and  $376,566,  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, 2003
are:

December 31,          Amount
                   ----------
2004               $  677,727
2005                  614,159
2006                  409,424
2007                  184,481
2008                   35,996
                   ----------
                   $1,921,787
                   ==========


NOTE 8 - CONCENTRATIONS OF CREDIT RISK

     As  of December 31, 2003, amounts due from two customers amounted to 70% of
total  trade  accounts  receivable.

     One customer accounted for 19% of total revenues for 2003 and two customers
accounted  for  39%  and  47%  of  total  revenues  for  2002.

                                      F-11
<PAGE>

NOTE 9 - SUBSEQUENT EVENTS

     In  2004,  Teleplus  received a $1,000,000 commitment to purchase 1,000,000
shares  of common stock of which $500,000 has been received as of April 5, 2004.
No  shares  have  been  issued  in  connection  with  this  commitment.


                                      F-12
<PAGE>


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

     Effective  October  21,  2003,  the client-auditor relationship between the
TelePlus Enterprises, Inc. (formerly HerbalOrganics.com, Inc.) and Clyde Bailey,
P.C.,  an  independent  chartered  accountant  ("Bailey")  ceased  as the former
accountant  was  dismissed.  On  that date, the Company engaged Malone & Bailey,
PLLC  ("Malone")  as  its  principal  independent  public accountant. Bailey had
served as the Company's auditor since January 2003, after succeeding Mark Bailey
&  Co.  Ltd.  ("Bailey  &  Co."),  who  had served as the Company's auditor from
inception  on  April  16,  1999  to  December  31,  2002.

     Malone  &  Bailey,  PLLC  is  succeeding Bailey. Bailey audited the balance
sheet  of  the  Company  as  of  December 31, 2001 and December 31, 2002 and the
related  statement  of  operations,  statement  of stockholders' equity, and the
statement  of  cash  flows from April 16, 1999 (Inception) to December 31, 2002.
Bailey's  report on the financial statements of the Company for the fiscal years
ended December 31, 2001 and December 31, 2002 and any later interim period up to
and  including  the date the relationship with Bailey ceased did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty,  audit scope or accounting principles except for concerns about the
Company's  ability  to  continue  as  a  going  concern.

     Bailey  &  Co.  audited the balance sheet of the Company as of December 30,
2000 and December 31, 2001 and the related statement of operations, statement of
stockholders'  equity,  and  the  statement  of  cash  flows from April 16, 1999
(Inception)  to  December  31,  2001.  Bailey  &  Co.'s reports on the financial
statements  for  the  years ended December 31, 2000 and 2001 did not contain any
adverse  opinion  or  disclaimer  or  opinion  and  were  not  modified  as  to
uncertainty,  audit  scope  or  accounting  principles.

     The  Company  authorized  Bailey & Co. to respond fully to any inquiries of
any  new  auditors  hired  by  the  Company  relating to their engagement as the
Company's independent accountant. The Company requested that Bailey & Co. review
the  disclosure and Bailey & Co. was given an 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 respect in which
it  did not agree with the statements made by the Company. Such letter was filed
as  an  exhibit  to  the  Report  on  Form  8-K  filed  on  April  3,  2003.

     In  connection with the audit of the Company's two most recent fiscal years
ending  December  31,  2002  and any later interim period, including the interim
period  up  to and including the date the relationship with Bailey ceased, there
have  been  no disagreements with Bailey on any matters of accounting principles
or  practices,  financial  statement  disclosure of auditing scope or procedure,
which  disagreement(s), if not resolved to the satisfaction of Bailey would have
caused  Bailey to make reference to the subject matter of the disagreement(s) in
connection  with  its  report  on  the  Company' financial statements. Since the
Company's  incorporation on April 16, 1999, there have been no reportable events
as  defined  in  Item  301(a)(1)(v)  of  Regulation  S-K.

     The  Company authorized Bailey to respond fully to any inquiries of any new
auditors  hired  by  the  Company  relating to their engagement as the Company's
independent  accountant.  The  Company  has  requested  that  Bailey  review the
disclosure  and Bailey has been given an 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 respect in which
it  does  not  agree with the statements made by the Company herein. Such letter
was  filed  as  an  exhibit to the Report on Form 8-K filed on October 24, 2003.

                                      -19-
<PAGE>

     The  Company  has  not  previously  consulted  with  Malone  & Bailey, PLLC
regarding  either  (i)  the  application of accounting principles to a specified
transaction,  either  completed  or  proposed; or (ii) the type of audit opinion
that  might  be  rendered  on  the  Company's financial statements; or (iii) any
matter  that was either the subject matter of a disagreement (as defined in Item
304(a)(1)(iv)  of  Regulation  S-K  and  the  related  instructions) between the
Company and Bailey, the Company's previous independent accountant, as there were
no  such  disagreements  or  an  other  reportable  event  (as  defined  in Item
304(a)(1)(v)  of  Regulation  S-K) from the Company's incorporation on April 16,
1999  through  December  31,  2002  and  any later interim period, including the
interim period up to and including the date the relationship with Bailey ceased.
Neither has the Company received any written or oral advice concluding there was
an important factor to be considered by the Company in reaching a decision as to
an accounting, auditing, or financial reporting issue. Malone & Bailey, PLLC has
reviewed  the  disclosure  required  by Item 304(a) before it was filed with the
Commission  and  has  been provided an 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 it does not
agree with the statements made by the Company in response to Item 304(a). Malone
&  Bailey,  PLLC  did  not  furnish  a  letter  to  the  Commission.

ITEM 8A.  CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.  Our chief executive
     officer and principal 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 annual report (the "Evaluation Date"),
     have  concluded that as of the Evaluation Date, our disclosure controls and
     procedures  were  adequate and designed to ensure that material information
     relating  to  us  and  our consolidated subsidiaries would be made known to
     them  by  others  within  those  entities.

(b)  Changes  in  internal  control  over  financial  reporting.  There  were no
     significant changes in our internal control over financial reporting during
     the fourth fiscal quarter that materially affected, or is 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 and Hakan
Wretsell  were 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 their
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,  auditing  or  compensation  committees.

                                      -20-
<PAGE>

The Directors and Officers of the Company are as follows:

                                                               Served as a
 Name                   Age      Position                     Director Since:
 ----                   ---      --------                     ---------------
Marius Silvasan         30     Chief Executive Officer        October 2003
                               and Director

Robert B. Krebs         47     Chief Financial Officer        February 2004
                               and Director

Michael L. Karpheden    43     Director                       March 2004

Hakan Wretsell          44     Director                       March 2004

     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.

     Michael  L.  Karpheden  has served as a Director of the Company since March
2004. Mr. Karpheden has served as President of Business Growth Consultants Inc.,
since  January  2003.  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  President of Let's Spice, based in Sweden.
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.

                                      -21-
<PAGE>

     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.


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 and Hakan Wretsell 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, 465 St. Jean, Suite 601, Montreal, Quebec, Canada H2Y
2R6,  (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.

                                      -22-
<PAGE>

<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE

                                                        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>
Marius Silvasan,    2003  $60,000   --       --        --     --        --      --
CEO and Director

Thomas C. Whalen,   2003  $0        --       --        --     --        --      --

Former President,   2002  $0        --       --        --     --        --      --
CEO, Secretary,     2001  $0        --       --        --     --        --      --
Treasurer and
Director

</TABLE>


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:

<TABLE>
<CAPTION>


 Name and Address of                    Shares Owned           % of Class
 Beneficial Owner                      Beneficially(1)            Owned
-------------------                   ---------------           ---------
<S>                                          <C>            <C>          <C>
    Marius Silvasan                     41,800,000(2)            63.2%
    465 St. Jean, Suite 601
    Montreal, Quebec H2Y 2R6

    Robert Krebs                              0                     *
    465 St. Jean, Suite 601
    Montreal, Quebec H2Y 2R6

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

    Hakan Wretsell                            0                     0%
    465 St. Jean, Suite 601
    Montreal, Quebec H2Y 2R6

All Officers and Directors              41,800,000               63.2%
as a Group (4 people)
--------------
<FN>

    (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 April 8, 2004, there
were 66,122,500 shares of common stock outstanding.

     (2) Beneficially owned through Visioneer Holdings Group Inc.
</TABLE>

                                      -23-
<PAGE>


CHANGES IN CONTROL

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  October  10,  2003,  Visioneer  subscribed  to  purchase  18,050,000
restricted, newly issued shares of the Company's common stock. 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, the control of the Company shifted
to  Marius  Silvasan,  the  Company's  current  Chief  Executive Officer, as Mr.
Silvasan  is  the  beneficial  owner  of  the  shares  of  common  stock held by
Visioneer.

     The  Company paid management fees of $24,778 and $38,661 to an entity owned
by  the  majority  shareholder  for  2003  and  2002,  respectively.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

         Exhibit No.           Description of Exhibit
         ----------            ----------------------
            2.1                Memorandum of Agreement                       (1)

            3.1                Articles of Amendment to Articles of
                               Incorporation                                 (2)

            3.2                Certificate of Correction to Articles         (3)

            3.3                Articles of Incorporation                     (4)

            3.4                Articles of Amendment to Articles of
                               Incorporation                                 (4)

            3.5                Bylaws                                        (4)

           10.1                Subscription Agreement in Herbal
                               Organics.com, Inc. for 7,600,000 shares       (1)

           10.2                Subscription Agreement in Herbal
                               Organics.com, Inc. for 1,235,000 shares       (1)

           10.3                Subscription Agreement in Herbal
                               Organics.com, Inc. for 665,000 shares         (1)

           16.1                Letter from Clyde Bailey, P.C.,
                               Certified Public Accountants                  (5)

                                      -24-
<PAGE>

           16.2                Letter from Mark Bailey & Co., Ltd.,
                               Certified Public Accountants                  (6)

             31                Certificate of the Chief Executive
                               Officer and Chief Financial Officer
                               pursuant Section 302 of the Sarbanes-
                               Oxley Act of 2002                               *

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

(1)  Filed  as Exhibits 2.1, 10.1, 10.2 and 10.3 to the Company's Form 8-K filed
     with  the  Securities  and  Exchange  Commission  on  October 14, 2003, and
     incorporated  herein  by  reference.

(2)  Filed  as  Exhibit 15.2 to the Company's Form 8-K filed with the Securities
     and  Exchange  Commission  on  October 22, 2003, and incorporated herein by
     reference.

(3)  Filed as Exhibit 3.1 to the Company's Form 10-QSB filed with the Securities
     and  Exchange  Commission  on November 14, 2003, and incorporated herein by
     reference.

(4)  Filed  as Exhibits 3(i) and 3(ii) to the Company's Form 10-SB12G filed with
     the  Securities  and  Exchange  Commission  on  February  13,  2002,  and
     incorporated  herein  by  reference.

(5)  Filed  as  Exhibit 15.2 to the Company's Form 8-K filed with the Securities
     and  Exchange  Commission  on  October 24, 2003, and incorporated herein by
     reference.

(6)  Filed  as  Exhibit  99 to the Company's Forms 8-K filed with the Securities
     and  Exchange  Commission  on  March  31,  2003  and  April  3,  2003,  and
     incorporated  herein  by  reference.

*    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  14, 2003, to report a change in control, the
     acquisition  of  a  significant  amount  of  assets,  the  resignation  and
     appointment  of  officers  and  directors, and the intent of a name change.

(2)  Form  8-K filed on October 22, 2003, to report an amendment to the articles
     of  incorporation  regarding  a  name  change,  a  forward  stock split, an
     increase in the number of authorized shares, and new trading symbol for the
     Company's  common  stock.

(3)  Form  8-K  filed  on October 24, 2003, to dismiss the former accountant and
     appoint  a  new  principal  independent  public  accountant.

(4)  Form  8-K  filed on November 25, 2003, to report the subscriptions by three
     entities  to  shares  of  common  stock  of  the  Company.

                                      -25-
<PAGE>

The Company filed the following reports on Form 8-K/A and Form 8-K subsequent to
the last quarter of the fiscal period covered by this report:

(5)  Form  8-K/A  filed  on  February  13,  2004, to amend the Form 8-K filed on
     October  14,  2003,  to  report  audited  financial information of TelePlus
     Enterprises,  Inc.  The  Company  provided  an audited consolidated balance
     sheet  of  TelePlus  Enterprises,  Inc.  as  of  December 31, 2002, and the
     related  consolidated  statement  of  operations,  stockholders'  equity,
     comprehensive  income  and cash flows for each of the two years then ended.
     The  Company  also  provided  an  unaudited  consolidated  balance sheet of
     TelePlus  Enterprises,  Inc.  as  of  September  30,  2003,  the  related
     consolidated  statement  of  operations for the three and nine months ended
     September 30, 2003 and 2002, and the related consolidated statement of cash
     flows  for  the nine months ended September 30, 2003 and 2002 as well as an
     unaudited  pro-forma consolidated balance sheet as of December 31, 2002, as
     if  the  acquisition,  which was not completed until October 2003, had been
     completed  as  of  that  date.

(6)  Form  8-K  filed  on  March  22, 2004, to report the appointment of a Chief
     Executive  Officer,  three outside directors to fill vacancies on the board
     of  directors,  a  $1,000,000  commitment  for  equity  financing  and  the
     Company's  approval  for complete corporate listing by Standard and Poor's.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2003 and 2002 for professional services rendered by the principal accountant for
the  audit  of  the  Company's annual financial statements was $0, as it had not
been  billed  and  finalized  prior  to  the  filing of this report and $11,095,
respectively.  The  aggregate  fees  billed  for  each of the fiscal years ended
December  31,  2003 and 2002 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  $2,750  and  $0,  respectively.


AUDIT RELATED FEES

None

TAX FEES

None

ALL OTHER FEES

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2003  and  2002  for products and services provided by the principal accountant,
other than the services reported above was $0 and $0, respectively.

                                      -26-
<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: April 14, 2004                        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       April 14, 2004
----------------------     and Director
Marius Silvasan           (Principal Executive Officer)


/s/ Robert B. Krebs        Chief Financial Officer       April 14, 2004
----------------------     and Director
Robert B. Krebs            (Principal Financial Officer)


/s/ Michael L. Karpheden   Director                      April 14, 2004
----------------------
Michael L. Karpheden


/s/ Hakan Wretsell         Director                      April 14, 2004
----------------------
Hakan Wretsell

                                      -27-
<PAGE>

Exhibit 31.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Marius  Silvasan,  certify  that:

1.     I  have  reviewed  this  Annual  Report  on  Form  10-KSB  of  TelePlus
Enterprises,  Inc.;

2.     Based  on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

4.     The  small  business  issuer's  other  certifying  officer  and  I  are
responsible  for establishing and maintaining disclosure controls and procedures
(as  defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the small
business  issuer  and  have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including  its  consolidated  subsidiaries, is made
          known  to  us by others within those entities, particularly during the
          period  in  which  this  report  is  being  prepared;

     b)   Paragraph  omitted  in  accordance  with  SEC  transition instructions
          contained  in  SEC  Release  No.  33-8238;

     c)   Evaluated  the effectiveness of the small business issuer's disclosure
          controls  and  procedures and presented in this report our conclusions
          about  the effectiveness of the disclosure controls and procedures, as
          of  the  end  of  the  period  covered  by  this  report based on such
          evaluation;  and

     d)   Disclosed  in  this  report  any change in the small business issuer's
          internal  control  over  financial  reporting that occurred during the
          small  business  issuer's  fourth  fiscal  quarter that has materially
          affected,  or  is  reasonably  likely  to materially affect, the small
          business  issuer's  internal  control  over  financial  reporting; and

5.     The  small  business  issuer's  other  certifying  officer  and  I  have
disclosed,  based  on  our  most  recent  evaluation  of  internal  control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

     a)   All  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the small business issuer's
          ability  to  record,  process,  summarize  and  report  financial
          information;  and

     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have a significant role in the small business issuer's
          internal  control  over  financial  reporting.

Date:  April  14,  2004


                                   By:  /s/  Marius  Silvasan
                                   -------------------------------
                                   Marius  Silvasan
                                   Chief  Executive  Officer

<PAGE>


Exhibit 31.2



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Robert  Krebs,  certify  that:

1.     I  have  reviewed  this  Annual  Report  on  Form  10-KSB  of  TelePlus
Enterprises,  Inc.;

2.     Based  on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

4.     The  small  business  issuer's  other  certifying  officer  and  I  are
responsible  for establishing and maintaining disclosure controls and procedures
(as  defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the small
business  issuer  and  have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including  its  consolidated  subsidiaries, is made
          known  to  us by others within those entities, particularly during the
          period  in  which  this  report  is  being  prepared;

     b)   Paragraph  omitted  in  accordance  with  SEC  transition instructions
          contained  in  SEC  Release  No.  33-8238;

     c)   Evaluated  the effectiveness of the small business issuer's disclosure
          controls  and  procedures and presented in this report our conclusions
          about  the effectiveness of the disclosure controls and procedures, as
          of  the  end  of  the  period  covered  by  this  report based on such
          evaluation;  and

     d)   Disclosed  in  this  report  any change in the small business issuer's
          internal  control  over  financial  reporting that occurred during the
          small  business  issuer's  fourth  fiscal  quarter that has materially
          affected,  or  is  reasonably  likely  to materially affect, the small
          business  issuer's  internal  control  over  financial  reporting; and

5.     The  small  business  issuer's  other  certifying  officer  and  I  have
disclosed,  based  on  our  most  recent  evaluation  of  internal  control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

     a)   All  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the small business issuer's
          ability  to  record,  process,  summarize  and  report  financial
          information;  and

     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have a significant role in the small business issuer's
          internal  control  over  financial  reporting.

Date:  April  14,  2004


                                   By:  /s/  Robert  Krebs
                                   -------------------------------
                                   Robert  Krebs
                                   Chief  Financial  Officer

<PAGE>

Exhibit 32.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Marius Silvasan, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of TelePlus Enterprises, Inc. on Form 10-KSB for the fiscal year ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and that information contained in such
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of TelePlus Enterprises, Inc.

Date:  April 14, 2004

                                        By:/s/ Marius Silvasan
                                        --------------------------
                                        Marius Silvasan
                                        Chief Executive Officer

<PAGE>

Exhibit 32.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Robert Krebs, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of TelePlus Enterprises, Inc. on Form 10-KSB for the fiscal year ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and that information contained in such
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of TelePlus Enterprises, Inc.

Date:  April 14, 2004

                                        By:/s/ Robert Krebs
                                        --------------------------
                                        Robert Krebs
                                        Chief Financial Officer

<PAGE>