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, 2004

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

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

                        Commission file number 000-499628

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

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

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

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

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

                                      NONE

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

                     COMMON STOCK, $.001 PAR VALUE PER SHARE

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

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


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

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

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

                    Documents Incorporated by Reference: NONE

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

<PAGE>

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

                                     Part I

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

    Item 2.             Description of Property......................         14

    Item 3.             Legal Proceedings............................         14

    Item 4.             Submission of Matters to a Vote of
                        Security Holders.............................         15


                                     Part II

    Item 5.             Market for Common Equity and Related
                        Stockholder Matters..........................         15

    Item 6.             Management's Discussion and Analysis or
                        Plan of Operation............................         16

    Item 7.             Financial Statements.........................         28

    Item 8.             Changes in and Disagreements with
                        Accountants on Accounting and Financial
                        Disclosure...................................         46

    Item 8A.            Controls and Procedures......................         47


                                    Part III

    Item 9.             Directors, Executive Officers, Promoters
                        and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act............         47

    Item 10.            Executive Compensation.......................         50

    Item 11.            Security Ownership of Certain Beneficial
                        Owners and Management and Related Stockholder
                        Matters .....................................         51

    Item 12.            Certain Relationships and Related
                        Transactions.................................         52

    Item 13.            Exhibits and Reports on Form 8-K
                        (a)   Exhibits...............................         52

                        (b)   Reports on Form 8-K....................         52

    Item 14.            Principal Accountant Fees and Services ......         54

    Signatures ......................................................         55

<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

BUSINESS DEVELOPMENT

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

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

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

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

BUSINESS OF THE ISSUER

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

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

GROWTH IN CANADA:

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

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

<PAGE>

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

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

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

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

GROWTH IN THE UNITED STATES:

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

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

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

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

<PAGE>

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

PRINCIPAL PRODUCTS AND SERVICES

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

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

         PRODUCT/SERVICE                   PROVIDER/VENDOR

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


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

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

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

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

<PAGE>


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

DISTRIBUTION

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

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

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

      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.

<PAGE>


COMPETITIVE OVERVIEW

WIRELESS SECTOR

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

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

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

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

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

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

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

CANADIAN WIRELESS INDUSTRY

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

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


<PAGE>


AMERICAN WIRELESS INDUSTRY

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


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

RETAIL WIRELESS INDUSTRY OVERVIEW

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

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

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

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

MVNO MARKET OVERVIEW

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

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

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

<PAGE>


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

DEPENDENCE ON ONE OR A FEW CUSTOMERS

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

INTELLECTUAL PROPERTY

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

NEED FOR GOVERNMENT APPROVAL

      TelePlus does not need any government approval.

EMPLOYEES

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

RECENT BUSINESS DEVELOPMENTS

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

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


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

<PAGE>


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

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

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

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

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

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

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

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

<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

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

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

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

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

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

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

<PAGE>


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

      None

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

                                                     Bid Prices

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

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

<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

      None.

CHANGES IN SECURITIES

      In October,  2004 we issued  223,664  shares to Cornell  Capital  Partners
("Cornell") in connection  with the partial  repayment of a Promissory  Note and
Convertible Debenture outstanding with Cornell.

      In November,  2004 we issued  839,642 shares to Cornell  Capital  Partners
("Cornell") in connection  with the partial  repayment of a Promissory  Note and
Convertible Debenture outstanding with Cornell.

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

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

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

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

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

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

OVERVIEW

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

<PAGE>


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

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

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

MARKETING STRATEGY

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

GROWTH IN CANADA:

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

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

<PAGE>


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

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

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

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

GROWTH IN THE UNITED STATES:

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

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

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

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

<PAGE>


COMPARISON OF OPERATING RESULTS

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

<PAGE>


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

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

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

COMMITMENTS FOR OPERATING LEASES:

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

RISK FACTORS

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

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

<PAGE>


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

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

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

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

<PAGE>


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

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

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

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

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

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

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

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

<PAGE>


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

      o     our ability to retain existing clients and customers;

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

      o     our ability to maintain client satisfaction;

      o     the extent to which our products gain market acceptance;

      o     the timing and size of client and customer purchases;

      o     introductions of products and services by competitors;

      o     price competition in the markets in which we compete;

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

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

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

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

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

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

<PAGE>


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

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

      o     incur debt;

      o     assume liabilities;

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

      o     incur large and immediate write-offs.

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

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

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

      o     unanticipated costs;

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

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

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

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

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

<PAGE>


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

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

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

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

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

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.

<PAGE>


      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.

<PAGE>


ITEM 7. FINANCIAL STATEMENTS

                    REPORT OF INDEPENDENT REGISTERED AUDITORS

To the Shareholders
Teleplus Enterprises, Inc.



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

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


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


Mintz & Partners LLP
Toronto, Canada

March 17, 2005


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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


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

August 23, 2004

<PAGE>


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

                                     ASSETS


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

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

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

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
 Accounts payable                                                     2,254,880

Accrued expenses                                                        628,662
 Accrued acquisition obligations                                        359,000



 Promissory Note  ( note 10)                                          1,550,000
                                                                    -----------
    Total current liabilities                                         4,792,542
                                                                    -----------

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


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

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 5,956,720
                                                                    ===========


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

<PAGE>


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

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

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

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

Depreciation of property and equipment                                  267,300           134,440

Amortization of intangible assets                                        57,471                --

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

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

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

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

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

Weighted average shares outstanding:                                 67,152,705        50,714,144
                                                                   ============      ============

</TABLE>

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

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                  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, 2002              46,312,500     $     46,313    $         --     $     30,627     $       (906)    $     76,034

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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



CASH FLOWS ( USED IN) INVESTING ACTIVITIES                     (830,019)        (505,809)
                                                            -----------      -----------

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

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

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

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

  Cash, end of period                                       $   383,313      $   100,804
                                                            -----------      -----------

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


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

<PAGE>


                           TELEPLUS ENTERPRISES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

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

Principles of Consolidation

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

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


<PAGE>

Use of Estimates

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

Cash and Cash Equivalents

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

Inventories

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

Long-Lived Assets

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

Acquisitions and Business Combinations

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

Intangibles, Goodwill and Other Assets

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

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

<PAGE>


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

Revenue Recognition

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

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

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

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

Advertising

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

Income Taxes

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


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

<PAGE>

Foreign Currency Translation

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

Basic and Diluted Net Income (loss) per Share

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

Fair Value of Financial Instruments

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

Concentrations of Credit Risk

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

Deferred Financing Fees

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

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

<PAGE>


Recent Accounting Pronouncements

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

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

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

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

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

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

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

<PAGE>


NOTE 2 - TRADE ACCOUNTS RECEIVABLE

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

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

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

NOTE 3 - PROPERTY AND EQUIPMENT:

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

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

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

NOTE 4- ACQUISITIONS

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

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

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

<PAGE>


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

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

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

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

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

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

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

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

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

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

<PAGE>


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

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

                                      December 31,

                               2004                     2003

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


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

NOTE 5 - INCOME TAXES

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

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

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


Deferred income taxes consist of the following at December 31:


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

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

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

NOTE 6 - RELATED PARTY TRANSACTIONS

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

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

<PAGE>

NOTE 7 - COMMON STOCK

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

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

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

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

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

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

The  Company  issued  551,125  shares  in  connection  with  the  conversion  of
promissory notes.

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

STOCK OPTIONS

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

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

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

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


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

<PAGE>

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

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


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

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


NOTE 8 - COMMITMENTS AND CONTINGENCIES

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

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

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

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

<PAGE>

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

Other Claims:

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

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

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

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

Operating Leases

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

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

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


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

<PAGE>


NOTE 9 - CONCENTRATIONS OF CREDIT RISK -

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

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

NOTE 10 - COMPANY FINANCING

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

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

NOTE 11 - CONSOLIDATED STATEMENT OF CASH FLOWS

Non cash activities during 2004 were as follows:

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

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

The Company issued 1,063,305 common shares upon the conversion of debentures and
promissory note having face values of $ 400,000.

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

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

<PAGE>

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


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

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

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

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

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

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

<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

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

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

                                    PART III

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


DIRECTORS AND OFFICERS

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


<TABLE>
<CAPTION>
                                                                                             Served as a
 Name                               Age          Position                                   Director Since:
 ----                               ---          --------                                   ---------------
<S>                                 <C>          <C>                                        <C>
Marius Silvasan                     31           Chief Executive Officer                     October 2003
                                                 and Director

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

Kelly McLaren                       41           Chief Operating Officer                     November 2004
                                                 President & Director

Michael L. Karpheden                44           Director                                    March 2004

Hakan Wretsell                      45           Director                                    March 2004
</TABLE>


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

<PAGE>

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

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

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

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

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

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

<PAGE>

DIRECTOR COMPENSATION

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

INVOLVEMENT IN LEGAL PROCEEDINGS

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

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

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

AUDIT COMMITTEE

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

EMPLOYEE STOCK OPTION COMMITTEE

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


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

<PAGE>

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

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

CODE OF ETHICS

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

ITEM 10. EXECUTIVE COMPENSATION

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

<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>       <C>       <C>      <C>
Marius Silvasan,      2004  $76,335     --      --        --  6,000,000     --       --
CEO and Director      2003  $60,000     --      --        --         --     --       --

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

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

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

<PAGE>

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

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


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

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

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

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

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

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

--------------

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

(2)   Beneficially owned through Visioneer Holdings Group Inc.


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

<PAGE>

CHANGES IN CONTROL

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   EXHIBITS

<TABLE>
<CAPTION>
         Exhibit No.           Description of Exhibit
         ----------            ----------------------
<S>                            <C>                                           <C>
             31.1               Certificate of the Chief Executive
                                Officer pursuant Section 302 of the
                                Sarbanes-Oxley Act of 20002                  *

             31.2               Certificate of the Chief Financial
                                Officer pursuant Section 302 of the
                                Sarbanes-Oxley Act of 20002                  *

             32.1               Certificate of the Chief Executive
                                Officer pursuant Section 906 of the
                                Sarbanes-Oxley Act of 20002                  *

             32.2               Certificate of the Chief Financial
                                Officer pursuant Section 906 of the
                                Sarbanes-Oxley Act of 20002                  *

</TABLE>

*     Filed herein

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

<PAGE>


      (b)   REPORTS ON FORM 8-K

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

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


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


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


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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

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


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

<PAGE>


AUDIT RELATED FEES

None

TAX FEES

None

ALL OTHER FEES

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


                       {{{Signatures on Following Page}}}


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

<PAGE>



                                   SIGNATURES

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



                                            TELEPLUS ENTERPRISES, INC.

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


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


<TABLE>
<CAPTION>
       NAME                                         TITLE                                  DATE
----------------------                  -----------------------------               --------------
<S>                                     <C>                                         <C>
/s/ Marius Silvasan                     Chief Executive Officer                     March 31, 2005
----------------------                  and Director
Marius Silvasan                         (Principal Executive Officer)


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


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


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


/s/ Hakan Wretsell                      Director                                    March 31, 2005
----------------------
Hakan Wretsell
</TABLE>

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