UNITED
      STATES




SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549




**FORM
      10-K**




ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
      SECURITIES EXCHANGE ACT OF 1934




For
      the
      fiscal year ended December 31, 2007




Commission
      file number 000-49628




**TELEPLUS
                WORLD, CORP.**(Exact
                Name of Registrant as Specified In Its
                Charter)




NEVADA
            90-0045023(State
                or Other Jurisdiction ofIncorporation or Organization)
            (I.R.S.
                Employer Identification No.)




**4960
                NW 165****th****Street, Unit B24, Miami Lakes Florida
                33014**(Address
                of Principal Executive Offices)(Zip
                Code)




(305)
                624-5714(Registrant's
                Telephone Number, Including Area
                Code)





Securities
      registered under Section 12(b) of the Act





NONE





Securities
      registered pursuant to Section 12(g) of the Act:





NONE





(Title
      of
      Class)











Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes
o No
x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d0 of the act.


Yes
oNo
x




Indicate
      by check mark 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:
                xNo:
                o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      form 10-K. x





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      definitions of “large accelerated filer”, “accelerated filer” and “smaller
      reporting company” in rule 12-b-2 of the Exchange Act. (Check One):





Large
      Accelerated Filer oAccelerated
      Filer oNon-accelerated Filer o Smaller
      Reporting Company x




Indicate
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2).




Yes:
                oNo:x





The
      aggregate market value of the registrants 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 June 29, 2007, was approximately
      $4,400,000.





The
      number of shares of common stock outstanding as of March 17, 2008 was
      212,864,562.




**Documents
        Incorporated by Reference: NONE**


TABLE
      OF CONTENTS


PART
                  IItem
                  1.
              
              Description
                  of Business
              
              1Item
                  2.
              
              Description
                  of Property
              
              7Item
                  3.
              
              Legal
                  Proceedings
              
              7Item
                  4.
              
              Submission
                  of Matters To A Vote Of Security Holders
              
              8PART
                  IIItem
                  5.
              
              Market
                  for Common Equity and Related Stockholder Matters
              
              9Item
                  6.
              
              Selected
                  Financial Data
              
              14Item
                  7.
              
              Management’s
                  Discussion and Analysis
              
              14Item
                  8.
              
              Financial
                  Statements
              
              18Item
                  9.
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              19Item
                  9A.
              
              Controls
                  and Procedures
              
              19PART
                  IIIItem
                  10.
              
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16 (a) of the Exchange Act
              
              21Item
                  11.
              
              Executive
                  Compensation
              
              24Item
                  12.
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              25Item
                  13.
              
              Certain
                  Relationships and Related Transactions
              
              27Item
                  14.
              
              Principal
                  Accountant Fees and Services
              
              27Item
                  15.
              
              Exhibits
                  and Reports on Form 8-K
              
              29SIGNATURES
              
              
              
              30







*FORWARD-LOOKING
      STATEMENTS*





This
      Annual Report on Form 10-K contains forward-looking statements within the
      meaning of Section 21E of the Securities Exchange Act of 1934. These statements
      involve risks and uncertainties, including, among other things, statements
      regarding our business strategy, future revenues and anticipated costs and
      expenses. Such forward-looking statements include, among others, those
      statements including the words “expects,” “anticipates,” “intends,” “believes,”
“may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or
      negative of such terms. Our actual results may differ significantly from those
      projected in the forward-looking statements. Factors that might cause or
      contribute to such differences include, but are not limited to, those discussed
      in Item 7 “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.” You are cautioned not to place undue reliance on the
      forward-looking statements, which speak only as of the date of this report.
      Although we believe that the expectations reflected in the forward-looking
      statements are reasonable, we do not know whether we can achieve positive future
      results, levels of activity, performance, or goals. Actual events or results
      may
      differ materially. We undertake no obligation to publicly release any revisions
      to the forward-looking statements or reflect events or circumstances taking
      place after the date of this document.







**Part
      I**





**Item
      1.**  **Description
      of Business**





**Business
      Development**





Teleplus
      World, Corp (the “Company”), (TLPE.OB), is a diversified North American company
      that is a leading provider of telecommunications products and services. The
      Company’s wholly owned subsidiaries include Telizon, Inc., a reseller of
      landline, long distance, internet and specialized telecom financial management
      services to small and mid size businesses and Avenue Reconnect and Freedom
      Phone
      Lines, providers of landline and long distance services to targeted residential
      markets. Teleplus websites include www.telizon.biz , www.elitemail,ca , www.freedomphonelines.com , www.netreach.ca and www.nophone.ca among
      others. The Company has offices in Miami, Florida and Barrie,
      Ontario.





The
      Company was originally incorporated in Nevada as Terlingua Industries, Ltd.
      on
      April 16, 1999. This company was formed to engage in online marketing and
      distribution of organic herbal supplements internationally. Terlingua
      Industries, Ltd. changed its name on January 27, 2000 to HerbalOrganics.com,
      Inc.





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 split
      have been retroactively reflected in this report unless otherwise
      stated.





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. Retail, in October 2003, 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.





Immediately
      following the Company’s acquisition of 3577996, in October 2003, Visioneer
      Holdings Group, Inc. (“Visioneer”) acquired control of the Company. Visioneer
      and 3577996 were controlled by the same shareholders.





For
      accounting purposes, the transaction was treated as an acquisition of
      HealthOrganics.com, Inc. 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 Company
      acquired $11,327 in cash and assumed $700 in liabilities as a result of the
      transaction. Additionally, the Company changed its name to Teleplus Enterprise,
      Corp.





Post-reverse
      merger, the Company is a provider of wireless and telecommunications services
      in
      Canada and the United States of America. The Company’s products include prepaid
      and postpaid wireless, landline, long distance and Internet services. The
      Company distributes their products through their websites, third party websites,
      select distributors in Canada and the United States of America, and through
      a
      variety of direct marketing initiatives.





The
      Company acquired Keda Consulting Corp., a North American telecommunications
      industry management consulting service company on April 1, 2005; 1523813 Ontario
      Limited (Freedom Phone Lines), a Bell Canada reseller of landline and long
      distance services on April 15, 2005; Avenue Reconnect, Inc. a reseller of
      landline and long distance services and Internet service provider on June 1,
      2005; and Telizon, Inc. and 1500536 Ontario, Inc. (One Bill, Inc.), a reseller
      of landline and long distance service and Internet service provider on July
      15,
      2005.




1





On
      January 13, 2006, Retail, filed in Canada a Notice of Intention to Make a
      Proposal Under the Bankruptcy and Insolvency Act (Canada) (the “Act”). This was
      done to divest the Company of its retail division. As a result, Retail was
      deemed to have made an assignment of its assets to its creditors under the
      Act
      and discontinued its operations as of February 12, 2006. The retail operations
      are no longer a segment of the Company’s business for the year ended December
      31, 2006.





On
      December 29, 2005 the Company purchased certain assets of Star Number, Inc.,
      a
      wholly-owned subsidiary of InPhonic, Inc., related to its Liberty Wireless
      business, including customer lists, the "Liberty Wireless" brand and SNI's
      rights under certain agreements, the whole effective as of December 31, 2005.
      The purchased assets have been used and will continue to be used to sell
      pre-paid and post-paid wireless telecommunications services under the name
      "Liberty Wireless".





In
      February, 2006, the Company completed its transition from retail operations
      to
      wireless and telecom services reselling.





On
      June
      21, 2006, the Company purchased all the issued and outstanding shares of Maximo
      Impact, Inc. (“Maximo”), a Cleveland, Ohio based company, under certain
      agreements, the whole effective as of that date. Maximo specializes in marketing
      and distribution as a Mobile Virtual Network Operator (“MVNO”) in the United
      States of America. As part of this transaction, Maximo launched its own wireless
      brand called MX Mobile which caters to mass merchandisers, general retailers
      and
      c-channel retailers calling on convenience stores and gas stations.





On
      October 24, 2006 the Company changed its corporate name to Teleplus World,
      Corp.





In
      December, 2007, the Company announced the intent to sell or close the wireless
      operations in the U.S. operated by its wholly owned subsidiary Teleplus
      Wireless, Corp (“Teleplus Wireless”). On December 21, 2007 the Company advised
      its shareholders that the Company has decided to exit the MVNO (Mobile Virtual
      Network Operator) business segment (the "MVNO Segment") operated by its Liberty
      Wireless and Maximo Impact brands. Market conditions for this segment of the
      Company's operations have become adverse in the last few months making it
      difficult for the Company to turn a profit in the MVNO Segment. Notwithstanding
      the Company's efforts over the last few months to improve the performance of
      the
      MVNO Segment the Company does not believe it will turn a profit in that segment
      in the foreseeable future. Company intends to focus its efforts on its core
      telecommunication service which represents the bulk of the company's revenues,
      is profitable and provides good cash flows to fund ongoing operations. Exiting
      the MVNO Segment (which has been operating at a loss) will improve the Company's
      profitability and cash flow although it will reduce the Company's annual
      revenues by about $4.5 million dollars. The Company intends to move quickly
      in
      the divestiture and/or closure of the MVNO Segment.





On
      January 15, 2008 the Company completed the sales of substantially all the assets
      of the wireless operations in the U.S. to COZAC, LLC. The assets included
      customer lists, assumed airtime contracts, trade names, domain names, logo,
      marketing reports and customer collateral. The purchase price payable by
      purchaser to vendor for the purchased assets is satisfied by the purchaser
      assuming the liabilities as of the date of this agreement under the Sprint
      agreement, the MVNO Sherpa agreement, and the assumption of liabilities owed
      to
      the vendor “People Support”.




2


**Growth**





The
      Company is a diversified Canadian leading provider of telecommunications
      products and services. The Company’s products and services include landline,
      long distance, internet and specialized telecom financial management services
      to
      small and mid size businesses and landline and long distance services to
      targeted residential markets. The company expects to grow organically through
      the increase of its customer base.





In
      addition to accelerate growth the Company made the following
      acquisitions:





·
            Keda
                Consulting Corp., a North American telecommunications industry management
                consulting service company on April 1, 2005 specializing in business
                development, sales and marketing and operations. Following this
                acquisition, Keda Consulting Corp. changed its name to TelePlus Connect
                Corp. and their management took over the operations of the Company’s
                prepaid landline and long distance telephone service
                operations;





·
            1523813
                Ontario Limited (Freedom Phone Lines), a Bell Canada reseller of
                landline
                and long distance services on April 15, 2005 headquartered in Ontario,
                Canada which services over 3,300 customers in the Ontario area, generating
                approximately $2,500,000 in annual
                revenues;





·
            Avenue
                Reconnect, Inc. a reseller of landline and long distance services
                and
                Internet service provider on June 1, 2005 headquartered in Windsor,
                Ontario which services over 2,000 residential users primarily in
                Ontario,
                generating approximately $1,100,000 in annual revenues;
                and





·
            Telizon,
                Inc. and 1500536 Ontario, Inc. (One Bill, Inc.), a reseller of landline
                and long distance service and Internet service provider on July 15,
                2005
                headquartered in Ontario, Canada which services over 18,000 commercial
                and
                residential lines in the Ontario area, generating approximately
                $12,000,000 in annual revenues.





Current
      estimates place the “unbanked “ or “prepaid” market in North America at 9.5% of
      total households and the market size is estimated at over $ 1
      billion.




3





**Principal
      Products and Services**





The
      Company is a diversified Canadian leading provider of telecommunications
      products and services. The Company’s products and services include landline,
      long distance, internet and specialized telecom financial management services
      to
      small and mid size business and landline and long distance services to targeted
      residential markets.





**Distribution**





We
      distribute our products through our websites, third party websites, select
      distributors and through a variety of direct marketing initiatives.





**Market
      Overview - Telecom**





The
      Canadian communications service industry, including telecommunications services
      and broadcast distribution, accounts for approximately 3% of GDP.





Canada’s
      telecom environment is fully privatized, with the government having no holding
      an any telecom carrier. Operators within the Canadian market are described
      as
      either incumbents or competitors. The large incumbents include Bell Canada,
      TELUS, Bell-Aliant, MTS and SaskTel. Small incumbents serve mostly municipal
      areas generally located in less densely populated areas. Competitors include
      facilities-based competitors, non-facilities-based resellers, cable companies
      and more recently utility telcos such as Toronto Hydro Telco.





The
      traditional fixed-line market remains dominated by the incumbents, while the
      wireless sector remains dominated by Bell Mobility, TELUS Mobility and Rogers
      Wireless. However, due to the introduction of competing service providers and
      competing services, the incumbents’ share of total industry revenues has
      steadily been declining. This decline is kept in check largely due to their
      strong growth in wireless and broadband revenues.





Total
      telecommunications services revenues amounted to $36.1 billion in 2006, a 4.5%
      increase on 2005. A similar annual growth rate, of around 5 % is estimated
      for
      2008 and 2009.





Broadband
      and wireless revenues continue to demonstrate a trend of strong growth, with
      increases of approximately 18% and 15% respectively during 2007. Long distance
      revenues on the other hand continued to decline steeply by over 7%. Local and
      access line revenues have remained stagnant at approximately $9.3 billion since
      2003. Wireless revenues surpassed local and access revenues in 2004 and the
      gap
      continued to widen through 2005 to 2007. As a result of increasing competition,
      the industry witnessed further consolidation which should continue through
      2008..





As
      the
      telecommunications sectors move increasingly towards IP-based networks, the
      telecommunications and broadcasting sector have begun to converge, with a move
      towards a triple play model of services. The distinction between a telephone
      company and broadcaster is becoming increasingly blurred. Government policy
      and
      regulation is starting to appropriately recognize these convergence trends,
      such
      that further regulatory reforms are anticipated in 2008/09.




4




**Market
      Overview - Wireless**





Since
      the
      late 1990’s, wireless subscriber growth rates have been steadily declining, as
      penetration levels rise. Growth rates have declined from approximately 35%
      during 1999 to approximately 9% in 2007. By September 2007 Canada’s subscriber
      numbers had reached 19.3 million, a penetration rate of around 60%, a rate
      significantly lower than most of its OECD counterparts. Notably, Canada’s
      wireless penetration figures are approximately 15-20% lower than those of the
      USA. Thus while slowing subscriber growth is to be expected as penetration
      approaches saturation, Canada still has significant room for further growth
      before saturation levels are reached.





Despite
      slowing wireless subscriber growth, wireless revenue growth remains strong.
      Revenue growth is being underpinned by increasing use of data and content
      services such as SMS and MMS messaging, browsing and downloading. Thus while
      overall wireless revenues grew by 15% for 2007, data revenues grew by a
      resounding 50%. With increasing subscriber numbers and minutes of use, voice
      revenue growth remained healthy, at around 11% for basic voice and 17% for
      ling
      distance voice. However, growth rates will continue to be driven by data and
      content services as networks become more advanced to allow for greater use
      of
      such services.





**Management
      Team**





Our
      senior management is led by Marius Silvasan, our President and Chief Executive
      Officer, and Cris M. Neely, our Chief Financial Officer. Other members of our
      management team include senior level executives who have extensive experience
      in
      management, business development, marketing, sales and customer support. In
      addition to our management team, we believe we have assembled a highly capable
      and active Board of Directors.





**Sales
      and Marketing**





***Sales***





We
      execute our sales strategy either by interacting directly with the potential
      customer (direct sales), or indirectly through independent sales
      consultants





We
      manage
      all customer opportunities in projects where our sales and technical resources
      are deployed. The projects are initiated either through direct contacts with
      the
      customer, through our strategic sales consultants or through customer inquiries
      generated through marketing activities.





***Marketing***





We
      employ
      a coordinated marketing strategy which includes initiatives such as direct
      lead
      generation, public relations, direct marketing campaigns and customer
      relationship management. This gives us numerous alternatives in regards to
      marketing messages and competitive positioning. Regardless of the competitive
      environment, we feel confident going to the target market with business
      proposals that will provide low cost solutions.





The
      marketing strategy will be a combination of different marketing initiatives.
      We
      plan to implement this strategy on a business-to-business marketing philosophy,
      which is targeted to build a mutually advantageous long-term relationship with
      the customer. This calls for knowing the customer enough to deliver relevant
      solutions in a timely manner and meeting their specific needs.




5





We
      plan
      to build value through marketing based assets, such as brand, customer and
      employee relationships and intellectual capital. We aim to effectively employ
      and manage solutions that create value to the customer through our intellectual
      capital and that minimize the requirement for capital asset
      investment.





**Intellectual
      Property**





Teleplus
      holds the following trademarks:





·
            In
                Canada: SimplySellular trademark granted January 7,
                2005;





**Need
      For Government Approval**





Teleplus
      needs the following government approvals to operate:





·
            Section
                214 authorization





**Employees**





Teleplus
      has a total of 45 employees, most of which are employed on a full-time
      basis.





**Financing
      Activities**





On
      July
      3, 2007, Teleplus World, Corp. (the “Company”) entered into a certain Securities
      Purchase Agreement (“SPA”) with Yorkville Advisors (formerly Cornell Capital
      Partners, LP) (“YA” and together with the Company, the “Parties”) pursuant to
      which the Company issued to YA, Three Million Dollars ($3,000,000) in secured
      convertible debentures (the “Debentures”). The Debentures were fully funded on
      July 3, 2007. The Debentures are convertible, in whole or in part, at any time
      and from time to time before maturity at the option of the holder at the lower
      of (a) $0.035 or (b) ninety-five percent (95%) of the lowest volume weighted
      average price of common stock for twenty (20) trading days immediately preceding
      the conversion date. Beginning on August 2, 2007, and continuing on the first
      Trading Day of each calendar month thereafter, the Company shall make mandatory
      redemptions (“Mandatory Redemption”) consisting of outstanding principal. The
      principal amount of each Mandatory Redemption shall be equal to $100,000 per
      calendar month, until all amounts owed under this Debenture have been paid
      in
      full. The Debentures have a term of three (3) years, piggy-back registration
      rights and accrue interest at a rate equal to twelve percent (12%) per year.
      The
      Debentures are secured by certain pledged assets of the Company. The Parties
      have also entered into an Investor Registration Rights Agreement, pursuant
      to
      which the Company has agreed, if required by YA, to provide certain registration
      rights under the Securities Act of 1933, as amended, and the rules and
      regulations thereunder, and applicable state securities laws.





The
      Company used a portion of the proceeds from the sale of the Convertible
      Debentures to pay the final balloon payment to the former shareholders of
      Telizon Inc. pursuant to the Share Purchase Agreement dated June 30, 2005
      between the former shareholders of Telizon and the Company’s subsidiary Teleplus
      Connect Corp. (“Teleplus Connect”) in the amount of CDN$1,631,776.00 (the
“Telizon Payment”). With this final balloon payment, all obligations of the
      Company and Teleplus Connect are complete and all security agreements, including
      that certain Secured Promissory Note of July 18, 2005 issued by Teleplus Connect
      in favor of the former shareholders of Telizon are null and void. Furthermore,
      the Company also used a portion of the proceeds to pay the final balloon payment
      to the former shareholders of 1500536 ONTARIO INC ("One Bill") pursuant to
      the
      Share Purchase Agreement dated June 30, 2005 between the former shareholders
      of
      One Bill and Teleplus Connect in the amount of CDN$168,224.28 (the “One Bill
      Payment”). With this final balloon payment, all obligations of the Company and
      Teleplus Connect are complete and all security agreements, including that
      certain Secured Promissory Note of July 18, 2005 issued by Teleplus Connect
      in
      favor of the former shareholders of One Bill are null and void.




6





The
      Company used remaining proceeds for general working purposes to grow its
      wireless business.





In
      connection with the SPA the Company also issued YA a warrant to purchase
      50,000,000 shares of the Company’s common stock at an exercise price of $0.03; a
      warrant to purchase 30,000,000 shares of the Company’s common stock at an
      exercise price of $0.05; and issued 4,000,000 restricted shares of the Company’s
      common stock to YA.





**Item
      1A**  **Risk
      Factors**





Not
      Applicable





**Item
      1B**  **Unresolved
      Staff Comments**





Not
      Applicable





**Item
      2.**  **Description
      of Property**





TelePlus
      currently has in place one lease for its principal office in Miami, Florida
      and
      one lease for its office in Barrie, Ontario Canada. TelePlus’ principal office
      is located in approximately 2,200 square feet of space in Miami, Florida and
      its
      Barrie office has approximately 6,410 square feet of leased office space. The
      Company pays monthly rent of $2,000 and $12,400 in Miami and Barrie,
      respectively. The Miami office has a lease term of 2 years and the Barrie office
      has a lease term of 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 have a materially adverse
      impact on the Company’s business or on its results of its
      operations.





*Proposed
      Tax Assessment* :
      3577996
      Canada, Inc. which the Company had acquired substantially all of their assets,
      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 $642,000 (CND $) and penalties of
      approximately $110,000 (CND $). The proposed tax assessment including penalties
      is for $322,000 (CND $) for QST and $320,000 (CND $) for GST. In mid to late
      2006, the MRQ issued Amended Reassessments after the Company contested. 
These amounts were reduced (including penalties) to approximately QST $350,000
      (CND $) and GST $308,000 (CND $).  The Company again contested these
      Amended Reassessments and 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.




7





*Wrongful
      Dismissal* :
      A
      former employee of a subsidiary of the Company, has instigated a claim in Quebec
      Superior Court in the amount of $90,000 (CND $) against the Company for wrongful
      dismissal. The Company does not believe the claim to be founded and intends
      to
      vigorously contest such claim. The parties are in the discovery
      stages.





*Consulting
      Fee* :
      On
      April 13, 2005, a lawsuit was filed in the United States District Court,
      District of New Jersey (Newark) (Case No. 05-2058) by Howard Salamon d/b/a
      “Salamon Brothers” (as the plaintiff) against the Company. This matter arises
      out of an alleged agreement between the plaintiff and the Company. The plaintiff
      is seeking specific performance of the alleged agreement, monetary damages
      and a
      declaratory judgment for the payment of a commission allegedly due to the
      plaintiff in an amount equal to 10% of all funds received by the Company from
      YA. The Company has filed a counterclaim against the plaintiff seeking
      rescission of the alleged agreement and a refund of $100,000 paid by the Company
      to the plaintiff. The Company believes that this lawsuit is without merit,
      that
      the plaintiff’s claims are unfounded and that the Company has good defenses
      against the claims asserted by the plaintiff. The Company also believes that
      it
      has good claims for the rescission of the agreement and for the refund of the
      amount paid to the plaintiff. The Company intends to contest and defend against
      the plaintiff’s claims. The foregoing notwithstanding, total liability to the
      Company, should it lose the lawsuit, could reach a maximum of 10% of all funds
      received by YA.





*Contract
      Dispute* :
      Former
      vendor filed a lawsuit in Miami-Dade County, Florida against the Company’s
      subsidiary, Teleplus Wireless, Corp. for nonpayment of an employment fee in
      the
      amount of $14,000. The Company is reviewing the merits of said lawsuit and
      will
      vigorously defend the case.





*Commissions
      Dispute* :
      Former
      telemarketing vendor has filed suit in Miami-Dade County, Florida against the
      Company’s subsidiary Teleplus Wireless, Corp. alleging non payment of $16,202 in
      commissions. The Company formally cancelled this agreement and disputes the
      commissions are owed to vendor and will vigorously defend the case.





*Commissions
      Dispute* :
      Former
      vendor has filed suit against the Company’s subsidiary Teleplus Wireless, Corp.
      for non payment of $35,000.00 contingency fee. The Company is reviewing the
      merits of said lawsuit and will vigorously defend the case.





*Breach
      of Contract* :
      A
      former vendor of the Company’s subsidiary Teleplus Wireless Corp. has filed a
      lawsuit in Miami-Dade County, Florida for $110,783.90 for consulting and
      Investor Relations work performed. The Company does not believe the claim to
      be
      founded and intends to vigorously contest such claim.





**Item
      4.** **Submissions
      Of Matters To A Vote Of Security Holders**





In
      September 2007, a majority of the shareholders consented to an amendment to
      the
      Company’s Articles of Incorporation to increase the number of shares the Company
      is authorized to issue to $1.5 billion.




8





**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
                  PricesQuarter
                  Ended
              
              High
              
              LowFourth
                  Quarter 2007
              
              $
              0.02
              
              $
              0.01Third
                  Quarter 2007
              
              $
              0.04
              
              $
              0.02Second
                  Quarter 2007
              
              $
              0.13
              
              $
              0.03First
                  Quarter 2007
              
              $
              0.11
              
              $
              0.05Fourth
                  Quarter 2006
              
              $
              0.15
              
              $
              0.08Third
                  Quarter 2006
              
              $
              0.20
              
              $
              0.14Second
                  Quarter 2006
              
              $
              0.31
              
              $
              0.17First
                  Quarter 2006
              
              $
              0.41
              
              $
              0.28





There
      were 90 holders of record of the common stock as of March 17, 2008. 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.





**Recent
      Sales of Unregistered Securities**





None.





**Changes
      In Securities.**




2004:





In
      January 2004, we issued 10,000 shares of common stock to an unaffiliated entity
      in consideration for $10,000.





In
      February 2004, we issued 25,000 shares of common stock to an unaffiliated entity
      in consideration for $25,000.





In
      April
      2004, we issued 500,000 shares of common stock to an unaffiliated entity in
      consideration for $500,000.




9





On
      May
      14, 2004, we issued 285,000 shares of common stock to the 5 shareholders of
      Smart Cell following the acquisition of 100% of the issued and outstanding
      shares of Smart Cell. The value of this transaction was $202,350.





On
      May
      18, 2004, we sold 57,000 shares of common stock in a private placement at $0.10
      per share for a total of $5,700.





On
      June
      25, 2004, we issued Yorkville Advisors (“YA”) (formerly “Cornell Capital
      Partners LP”) 245,193 shares of common stock as a commitment fee under an Equity
      Distribution Agreement between the Company and YA. The value of these shares
      were $190,000.





On
      June
      25, 2004, we issued a secured convertible debenture to Yorkville Advisors (“YA”)
      (formally “Cornell Capital Partners LP” pursuant to a Securities Purchase
      Agreement. The amount of the secured convertible debenture was
      $1,000,000.





On
      June
      25, 2004, we issued Newbridge Securities Corporation 12,905 shares of common
      stock as a placement agent fee. The value of these shares were
      $10,000.





In
      October, 2004, we issued 223,664 shares of common stock to YA in connection
      with
      the partial repayment of a Promissory Note and Convertible Debenture
      outstanding. The value of these shares were $100,000.





In
      November, 2004, we issued 839,642 shares of common stock to YA in connection
      with the partial repayment of a Promissory Note and Convertible Debenture
      outstanding. The value of these shares were $300,000.





In
      December, 2004, we issued 140,000 shares of common stock to the principals
      of
      Cellz in connection with the acquisition of Cellz.





In
      December, 2004, we issued 120,000 shares of common stock to the principals
      of
      SmartCell in connection with the acquisition of SmartCell.





In
      December, 2004, we issued 20,000 shares of common stock to a director of the
      Company for compensation valued at $2,000.





2005:





In
      the
      first quarter of 2005, we issued 2,388,694 shares of common stock to YA in
      connection with the partial repayment of a Promissory Note and Convertible
      Debenture outstanding. The value of these shares were $850,000.





In
      the
      second quarter of 2005, we issued 6,275,896 shares of common stock to YA in
      connection with the partial repayment of a Promissory Note and Convertible
      Debenture outstanding. The value of these shares were $1,100,000.





On
      March
      31, 2005, we issued 964,706 shares of common stock to the principals of Freedom
      in connection with the acquisition of Freedom valued at $328,000.





On
      April
      5, 2005, we issued 50,000 shares of common stock to its directors for director
      fees valued at $15,500.




10





On
      May
      12, 2005, we issued 50,000 shares of common stock to Bondy & Schloss LLP as
      part of a settlement reached by the Company with Ivan Berkowitz, Michael
      Rosenbaum and BG Holdings, LLC in relation to a failed financing transaction.
      The transaction was valued at $11,000.





On
      May
      30, 2005, we issued 187,500 shares of common stock to a third party for services
      rendered. The transaction was valued at $28,125.





On
      June
      10, 2005, we issued 333,333 shares of common stock to a third party for services
      rendered. The transaction was valued at $130,000.





On
      July
      15, 2005, we issued 2,500,000 shares of common stock to YA as a fee under the
      Standby Equity Distribution Agreement, entered into the same day. These shares
      were valued at $800,000. On December 19, 2005, half of these shares, 1,250,000,
      valued at $400,000 were returned to the Company.





On
      August
      19, 2005, we issued 60,000 shares of common stock to directors as director
      fees.
      The transaction was valued at $19,800.





On
      September 2, 2005, we issued 800,503 shares of common stock to a third party
      as
      a finders’ fee for the acquisition of Telizon. The transaction was valued at
      $248,156.





On
      September 29, 2005, we issued 70,000 shares of common stock to directors as
      director fees. The transaction was valued at $20,300.





On
      October 28, 2005, we issued 424,000 shares of common stock to various employees
      for their bonuses. The transaction was valued at $101,760.





On
      November 7, 2005, we issued 280,000 shares of common stock to a third party
      as a
      finders’ fee for the acquisition of Freedom. The transaction was valued at
      $84,000.





On
      November 7, 2005, we issued 280,000 shares of common stock to a third party
      as a
      finders’ fee for the acquisition of Avenue Reconnect. The transaction was valued
      at $64,400.





On
      November 23, 2005, we issued 850,000 shares of common stock to two third parties
      payment of a variety of consulting services rendered. The transaction was valued
      at $187,000.





On
      December 6, 2005, we issued 70,000 shares of common stock to directors as
      director fees. The transaction was valued at $18,900.





On
      July
      1, 2005, we issued 2,000,000 shares of Class A Preferred stock to Visioneer
      Holdings Group, Inc. which is beneficially owed by our CEO & Chairman,
      Marius Silvasan, for services rendered. The Class A Preferred stock entitles
      the
      holders to 10 votes each, are not convertible into shares of any other class
      or
      series of stock of the Company, are non participating and no dividends can
      be
      declared on them.




11




2006:





The
      Company issued 12,521,678 shares of common stock to YA in connection with the
      conversion of convertible debentures in the amount of $1,550,000.





May
      12,
      2006 the Company cancelled 637,500 shares issued to two third parties in
      connection with a variety of consulting services to be rendered in November,
      2005. Shares cancelled when issued were valued at $140,250.





May
      17,
      2006 the Company issued 150,000 shares of common stock in connection with the
      acquisition of Freedom Phone Lines as additional consideration. Shares were
      valued at $39,000.





June
      16,
      2006 the Company issued 180,000 shares of common stock to directors of the
      Company for services. Shares were valued at $34,200.





June
      16,
      2006 the Company issued 280,000 shares of common stock in connection with the
      acquisition of Cellz which was part of the discontinued operations. Shares
      were
      valued at $316,400.





June
      16,
      2006 the Company issued 57,500 shares of common stock to a non-related third
      party for services rendered. Shares were valued at $10,925.





July
      11,
      2006 the Company issued 400,000 shares to YA as a fee in connection with the
      $3,000,000 debenture entered into with YA on July 28, 2006.





July
      31,
      2006 the Company issued 20,000,000 shares of stock to Visioneer Holdings in
      conversion of the 2,000,000 shares of preferred stock.





August
      11, 2006 the Company issued 200,000 shares to Rich Stupansky in connection
      with
      the acquisition of Maximo Impact, Corp. Shares were valued at
      $30,000.




November
      3, 2006 the Company issued 208,337 shares in connection to bonuses earned by
      employees. Shares were valued at $27,083.





November
      21, 2006 the Company issued 1,633,333 shares to a non-related third party in
      connection to services rendered. Shares were valued at $179,666.





November
      30, 2006 the Company issued 300,000 shares to a non-related third party in
      connection to services rendered. Shares were valued at $27,000.





November
      30, 2006 the Company issued 300,000 shares to a non-related third party in
      connection to services rendered. Shares were valued at $27,000.





December
      7, 2006 the Company issued 535,714 shares to a non-related third party in
      connection to services rendered. Shares were valued at $48,214.





December
      7, 2006 the Company issued 10,000 shares to an employee as compensation. Shares
      were valued at $900.




12





December
      7, 2006 the Company issued 60,000 shares of common stock to directors of the
      Company for services. Shares were valued at $5,400.





December
      12, 2006 the Company issued 178,571 shares to a non-related third party in
      connection to services rendered. Shares were valued at $14,285.





2007





January
      8, 2007 the Company issued 5,555 shares to an employee in connection with bonus
      earned. Shares were valued at $445.





January
      8, 2007 the Company issued 11,111 shares to an employee in connection with
      bonus
      earned. Shares were valued at $890.





January
      8, 2007 the Company issued 444,000 shares to a non-related third party in
      connection to services rendered. Shares were valued at $35,520.





January
      30, 2007 the Company issued 1,345,895 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $100,000.





February
      22, 2007 the Company issued 1,492,537 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $100,000.





March
      5,
      2007 the Company issued 3,703,704 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $200,000.





March
      21,
      2007 the Company issued 1,851,852 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $100,000.





March
      28,
      2007 the Company issued 454,485 shares in connection with bonuses earned by
      employees. Shares were valued at $36,359.





April
      2,
      2007 the Company issued 2,500,000 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $135,000.





April
      11,
      2007 the Company issued 175,000 shares to its directors for services rendered.
      Shares were valued at $10,500.





April
      12,
      2007 the Company issued 2,314,815 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $125,000.





April
      26,
      2007 the Company issued 106,351 shares to a non-related third party in
      connection to services rendered. Shares were valued at $5,317.





May
      17,
      2007 the Company issued 4,166,667 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of
      $170,000.





May
      18,
      2007 the Company issued 106,351 shares to a non-related third party in
      connection to services rendered. Shares were valued at $4,254.




13





July
      03,
      2007 the Company issued 4,000,000 shares to YA as a fee in connection with
      the
      $3,000,000 loan on July 3, 2007. Shares were valued at $160,000.





July
      16,
      2007 the Company issued 1,470,588 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $35,000





September
      12, 2007 the Company issued 1,173,709 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $25,000.





September
      26, 2007 the Company issued 2,808,989 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $50,000.





October
      11, 2007 the Company issued 2,937,063 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $42,000.





October
      22, 2007 the Company issued 325,000 shares to its directors for services
      rendered. Shares were valued at $6,500.





October
      31, 2007 the Company issued 1,280,000 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $16,000.





November
      15, 2007 the Company issued 2,916,667 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of
      $35,000.





**Item
      6.**  **Selected
      Financial Data**





Not
      Applicable





**Item
      7.**  **Management’s
      Discussion and Analysis of Financial Condition and Results**





**Overview**




In
      this
      Section, the Company will discuss the following: (i) results of operations
      and
      financial condition for the years ended December 31, 2007 versus December 31,
      2006; (ii) liquidity and capital resources; (iii) a discussion of the Company’s
      risk factors; and (iv) the Company’s critical accounting policies.





**Results
      of Operations and Financial Condition**





***Years
      Ended December 31, 2007 versus December 31, 2006***





*Total
      Operating Revenues from Continuing Operations*





The
      Company generated $17,380,124 of revenues from continuing operations for the
      year ended December 31, 2007 as compared to $15,904,049 from continuing
      operations for the year ended December 31, 2006, an increase of $1,476,075
      or
      9%. The increase was attributable to the focus placed on executing our business
      plan in targeting specific niches. The combination of our voice, internet and
      wireless offerings combined with the execution of our customer service strategy
      allowed us to better service our clients at a competitive price point. This
      resulted in an overall increase in the number of customers while closely
      managing churn.




14





*Total
      Operating Costs and Expenses from Continuing Operations*





Total
      operating costs and expenses for the year ended December 31, 2007 were
      $18,042,966 from continuing operations as compared to $17,014,902 from
      continuing operations for the year ended December 31, 2006. This represented
      an
      increase of $1,028,064 or 6%. Of these amounts, $12,384,786 (71% of revenues)
      and $10,934,915 (69% of revenues), respectively comprised of costs of services,
      which increased primarily due to higher sales volumes in Teleplus Connect Corp.
      voice solutions. These costs are reflective of the high cost of acquiring and
      the initial ramp-up of new customers. We are currently operating with tight
      cost
      controls to gain efficiencies in the operation and help mitigate the higher
      cost
      of acquiring new customers. The payroll, professional fees and related expenses
      of $3,737,675 increased 8% as compared to $3,447,978 in 2006. This is due mainly
      to higher commissions paid to the independent contract sales force which drove
      the increase in sales. In contrast advertising, marketing and general
      administrative expense decreased $683,246 or 44% on actual of $891,011 for
      2007
      as compared to $1,574,257 for 2006.





Depreciation
      and amortization expenses reached $885,978 in 2007 as compared to $857,013
      in
      2006 including depreciation on the Company’s fixed assets and amortization on
      the Company’s intangible assets, thus not including goodwill, and amortization
      of the Company’s deferred connection charges. The Company determines the fair
      value of the undiscounted cash flows annually, or sooner if circumstances change
      and determination is required, to value any impairment on its goodwill,
      intangible assets and long-lived assets. As of December 31, 2007, the Company
      has determined that there is no impairment charge. The intangible assets, not
      including goodwill are currently being amortized over estimated lives ranging
      from 2 to 20 years.





*Other
      Income (Expense) from Continuing Operations*





Included
      in other income (expense) is amortization of the deferred financing fees paid
      to
      Yorkville Advisors (“YA”) (formerly Cornell Capital Partners, LP) in association
      with the Securities Purchase Agreement and Secured Convertible Debenture entered
      into with YA on December 13, 2005, July 28, 2006 and July 2, 2007. The
      amortization charge for the years ended December 31, 2007 and 2006 was $428,669
      and $342,108, respectively. The Company incurred a warrant expense of $0 and
      $182,419 in connection with the raising of capital in 2007 and 2006
      respectively. The Company also recognized amortization on the debt discount
      on
      the convertible debenture of $3,737.410 and $2,747,485 for the years ended
      December 31, 2007 and 2006 based on the Effective Interest Method calculation,
      and recognized a gain on the valuation of its derivative liability of $3,728,661
      and $3,527,249 respectively resulting from a decrease in our stock price.





Interest
      expense was $2,678,434 compared to $2,164,281 for the years ended December
      31,
      2007 and 2006, respectively. The interest expense is primarily due to the
      convertible debentures.




15




*Net
      Income (Loss) from Continuing Operations*





The
      Company reported net income (loss) from continuing operations of $(3,898,074),
      or $(0.03) per share on a basic and diluted basis for the year ended December
      31, 2007 versus $(3,019,897), or $(0.03) per share on a basic and diluted basis
      for the year ended December 31, 2006. The increase in our loss is primarily
      attributable to the Company’s charges related to their convertible debenture
      financing for the year ended December 31, 2007 versus 2006. The operating income
      (loss) lines in the consolidated statements of operations is believed by
      management to be the true indicator of the Company’s performance during the
      period.





*Provision
      for Income Taxes*





There
      was
      no provision for income taxes for the years ended December 31, 2007 and 2006,
      respectively. The Company has approximately $8,000,000 of net operating loss
      carryforward as of December 31, 2007, that the Company has reserved in a full
      valuation allowance against this deferred tax asset.





**Liquidity
      and Capital Resources**





During
      the year ended December 31, 2007, the balance in cash and cash equivalents
      decreased by $127,520 from continuing operations.





As
      of
      December 31, 2007, the Company had $2,501,122 in current assets primarily
      consisting of $397,395 in cash and cash equivalents, $1,393,425 in accounts
      receivable - trade, $369,437 in other accounts receivable, $75,025 in prepaid
      expenses and other current assets and $265,840 current assets held from
      discontinued operations, .





As
      of
      December 31, 2007, the Company had $21,520,446 in current liabilities primarily
      consisting of $621,580, in the current portion of accrued acquisition
      obligations, $6,065,871 in accounts payable and accrued expenses, $1,896,436
      in
      liabilities held by discontinued operations, $5,238,401 in the current portion
      of convertible debentures, net of discount, and $7,076,598 of derivative
      liabilities resulting from the Securities Purchase Agreement and Secured
      Convertible Debenture entered into on December 13, 2005, July 28, 2006 and
      July
      3, 2007. The derivative liability is being converted to equity upon conversion
      to the Company’s common stock. The balance is adjusted based on market
      adjustments to fair value on a quarterly basis.





As
      a
      result, the Company as of December 31, 2007 has a working capital deficiency
      of
      $19,019,324 which includes $7,076,598 of derivative liability that is not
      expected to have a cash impact.





Cash
      flow
      generated from operating activities and proceeds from capital raises are the
      Company’s primary contributors in reducing the working capital deficiency and
      fund future operations.





The
      decrease in cash for the year ended December 31, 2007 of $749,631 was primarily
      attributable to the net proceeds of debt of $2,675,000, offset by expenditures
      of cash used to acquire businesses of $3,214,622 and the repayment of $416,687
      of debt, the use of cash for capital expenditures of $25,126, and the use of
      deferred connection charges $131,475.




16





The
      decrease in cash for the year ended December 31, 2006 of $1,737,548 was
      attributable primarily to proceeds of debt of $2,542,577, offset by expenditures
      of cash used to acquire businesses of $5,253,934, the use of cash for capital
      expenditures of $144,699 and the use of deferred connection charges
      $133,611.




Based
      on
      our current operating plan, we anticipate using our cash mainly to continue
      growing the customer base and expand our technology solutions. The main portion
      of the cash need is for sales activities, operating expenses, cost of sales
      and
      a smaller portion for infrastructure improvements.





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and satisfaction of liabilities
      in
      the normal course of business. We have experienced recurring operating losses
      since our inception and our accumulated net deficit is in excess of
      $15 million. The financial statements do not include any adjustments
      relating to the recoverability and classification of recorded assets amounts
      or
      the amounts and classification of liabilities that may be necessary should
      we be
      unable to continue as a going concern. The disposition on January 15 th 2008 of
      our wireless assets will help us improve cash flows for 2008. Our telecom
      operation has historically delivered a stable performance with an increase
      in
      sales, number of customers and cash flow since our acquisition of this business
      in July 2005. While we believe this performance to continue we cannot precisely
      predict future performance. We believe that available cash resources, together
      with anticipated revenues from operations could not be sufficient to satisfy
      our
      business plan and capital requirements through December 31, 2008.
      Additional capital may not be available on a timely basis or on acceptable
      terms, if at all. If we are unable to maintain or obtain sufficient capital,
      we
      may be forced to reduce operating expenses, sell business assets or take other
      actions which could be detrimental to our business operations.





**Significant
      Estimates**





Critical
      accounting polices include the areas where we have made what we consider to
      be
      particularly subjective or complex judgments in making estimates and where
      these
      estimates can significantly impact our financial results under different
      assumptions and conditions.





We
      prepare our financial statements in conformity with accounting principles
      generally accepted in the United States of America. As such, we are required
      to
      make certain estimates, judgments and assumptions that we believe are reasonable
      based upon the information available. These estimates, judgments and assumptions
      affect the reported amounts of assets and liabilities at the date of the
      financial statements and the reported amounts of revenue and expenses during
      the
      periods presented. Actual results could be different than those estimates.





***Recent
      Accounting Pronouncements***





In
      July
      2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for
      Uncertainty in Income Taxes.” This interpretation requires recognition and
      measurement of uncertain income tax positions using a “more-likely-than-not”
approach. FIN No. 48 is effective for fiscal years beginning after December
      15,
      2006. The Company adopted FIN No. 48 on January 1, 2007 and this new standard
      did not have a material impact on our financial statements.





In
      September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
      standard defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosure about fair
      value measurements. This statement is effective for financial statements issued
      for fiscal years beginning after November 15, 2007. Early adoption is
      encouraged. The adoption of SFAS 157 is not expected to have a material impact
      on the consolidated financial statements.




17





In
      February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities - Including an amendment of FASB Statement
      No.
      115”, (“FAS 159”) which permits entities to choose to measure many financial
      instruments and certain other items at fair value at specified election dates.
      A
      business entity is required to report unrealized gains and losses on items
      for
      which the fair value option has been elected in earnings at each subsequent
      reporting date. This statement is expected to expand the use of fair value
      measurement. FAS 159 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, and interim periods within those fiscal
      years.





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
      141 (R)”), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities
      acquired in a business combination, contingent consideration, and certain
      acquired contingencies to be measured ath their fair values as of the date
      of
      acquisition. SFAS 141 (R) also requires that acquisition-related costs and
      restructuring costs be recognized separately from the business combination.
      SFAS
      141 (R) is effective for fiscal years beginning after December 15, 2008 and
      will
      be effective for business combinations entered into after January 1,
      2009.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      consolidated Financial Statements, an Amendment of ARB No. 51” (“SFAS 160”).
      SFAS 160 clarifies the accounting for non-controlling interests and establishes
      accounting and reporting standards for the non-controlling interest in a
      subsidiary, including classification as a component of equity. SFAS 160 is
      effective for fiscal years beginning after December 15, 2008. The company does
      not currently have any minority interests.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors.





**Market
      Risks**





The
      Company operates in the United States and Canada, each of which has its own
      currency. This may cause the Company to experience and be exposed to different
      market risks such as changes in interest rates and currency
      deviations.





**Item
      7A.** **Quantitative
      and Qualitative disclosures about Market Risk.**





Not
      Applicable





**Item
      8.**  **Financial
      Statements.**





The
      financial statements and report of an independent registered certified public
      accounting firm are
      included herein immediately following the signature page of this
      report.





18





**Item
      9.**  **Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None





**Item
      9A.** **Controls
      and Procedures.**





**Disclosure
      Control and Procedures**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in company reports filed or
      submitted under the Securities Exchange Act of 1934, or the “Exchange Act,” is
      recorded, processed, summarized and reported, within the time periods specified
      in the SEC’s rules and forms. Disclosure controls and procedures include without
      limitation, controls and procedures designed to ensure that information required
      to be disclosed in company reports filed or submitted under the Exchange Act
      is
      accumulated and communicated to management, including our chief executive
      officer and chief financial officer, as appropriate to allow timely decisions
      regarding disclosure.





The
      Company’s management with the participation of the Company’s Chief Executive
      Officer and Chief Financial Officer evaluated the effectiveness of the Company’s
      disclosure controls and procedures as of December 31, 2007. Based upon this
      evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
      concluded that the Company’s disclosure controls and procedures were effective
      and designed to ensure that material information required to be disclosed by
      the
      Company in the reports that if files or submits under the Exchange Act is
      recorded, processed, summarized and reported, within the time periods specified
      in the SEC’s rules and regulations and accumulated and communicated to them as
      appropriate to allow timely decisions regarding required disclosure.





**Management’s
      Report on Internal Control Over Financial Reporting**





Management
      is responsible for establishing and maintaining adequate “internal control over
      financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the
      Exchange Act. Internal control over financial reporting refers to the process
      designed by, or under the supervision of, our Chief Executive Officer and Chief
      Financial Officer, and effected by our Board of Directors, management and other
      personnel, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles, and
      includes those policies and procedures that:





(i)
            pertain
                to the maintenance of records that, in reasonable detail, accurately
                and
                fairlyreflect
                the transactions and dispositions of our
                assets;





(ii)
              provide
                  reasonable assurance that transactions are recorded as necessary
                  to permitpreparation
                  of financial statements in accordance with generally accepted accountingprinciples,
                  and that receipts and expenditures are being made only in accordance
                  withauthorizations
                  of our management and directors;
                  and





(iii)
            provide
                reasonable assurance regarding prevention or timely detection ofunauthorized
                acquisition, use or disposition of our assets that could have a materialeffect
                on our financial statements.





19




Management
      has used the framework set forth in the report entitled “Internal Control -
      Integrated Framework” published by the Committee of Sponsoring Organizations of
      the Treadway commission to evaluate the effectiveness of our internal control
      over financial reporting. Based on its evaluation, our management concluded
      that
      there is a material weakness in our internal control over financial reporting.
      A
      material weakness is a deficiency, or a combination of control deficiencies,
      in
      internal control over financial reporting such that there is a reasonable
      possibility that a material misstatement of the company’s annual or interim
      financial statements will not be prevented or detected on a timely
      basis.





The
      Company’s material weakness in its internal control over financial reporting
      relates to the monitoring and review of work performed in the preparation of
      audit and financial statements, footnotes, and financial data provided to the
      Company’s registered public accounting firm in connection with the annual audit.
      All of our financial reporting is carried out by the Chief Financial Officer
      and
      Controller. The lack of accounting staff results in a lack of segregation of
      duties necessary for an effective system of internal control. The material
      weakness identified did not result in the restatement of any previously reported
      financial statements for 2007 or any other related financial disclosure, nor
      does management believe that it had any effect on the accuracy of the Company’s
      financial statements for the current reporting period.





In
      order
      to mitigate this material weakness to the fullest extent possible, all quarterly
      and annual financial reports are reviewed by the Chief Executive Officer and
      the
      Audit Committee for reasonableness. All unexpected results are investigated.
      At
      any time, if it appears that any control can be implemented to continue to
      mitigate such weakness, it is immediately implemented. We intend to implement
      appropriate procedures for monitoring and review of work performed by our Chief
      Financial Officer and Controller.





During
      the most recently completed fiscal quarter, there has been no change in our
      internal control over financial reporting that has materially affected or is
      reasonably likely to materially affect, our internal control over financial
      reporting.





This
      annual report does not include an attestation report of the Company’s
      independent registered public accounting firm regarding internal control over
      financial reporting. management’s report was not subject to attestation by the
      Company’s independent registered public accounting firm pursuant to temporary
      rules of the Securities and Exchange Commission that permit the Company to
      provide only Management’s report in this annual report.




20





**Part
      III**





**Item
      10.**  **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, Carlos Cardelle, was appointed as director by a majority of
      the Board of Directors to fill a vacancy that existed on the Board of Directors.
      The Board of Directors has no nominating compensation committees. The Directors
      and Officers of the Company are as follows:


**Name**
              
              **Age**
              
              **Position**
              
              **Term**Marius
                  Silvasan
              
              34
              
              Chief
                    Executive Officer and Director
              
              October
                  2003 to presentCris
                  M. Neely
              
              51
              
              Chief
                  Financial Officer and Director
              
              April
                  2007 to presentRobert
                  B. Krebs*
              
              51
              
              Chief
                  Financial Officer and Director
              
              February
                  2004 to April 2006Thomas
                  Davis *
              
              58
              
              Chief
                  Operating Officer and Director
              
              November
                  2005 to May 2006Michael
                  Karpheden
              
              45
              
              Director
              
              March
                  2004 to presentHakan
                  Wretsell
              
              46
              
              Director
              
              March
                  2004 to presentGordon
                  Chow
              
              51
              
              Director
              
              August
                  2005 to presentNicholas
                  Shamy*
              
              56
              
              Director
              
              Nov.
                  2006 to Nov. 2007Carlos
                  Cardelle
              
              34
              
              Director
              
              June
                  2007 to Present





Mr.
      Krebs, Mr. Davis and Mr. Shamy resigned from the Board on April, May and
      November 2007, respectively





Marius
      Silvasan, MBA has served as CEO and a Director since October 2003. Prior to
      joining the Company, Mr. Silvasan held the position of President and Chief
      Executive Officer 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).





Cris
      M.
      Neely, has served as the Company’s Chief Financial Officer and as a Director
      since April 2006. Prior to joining Teleplus Mr. Neely was the CFO of Siemens
      Enterprise Networks located in Boca Raton, Florida from 1999 - 2005. He also
      held various other executive positions with Siemens Enterprise Networks
      including Senior Vice President Business Transformation, Director Internal
      Audit, Director of Finance for Wireless Terminals and Area Financial Manager.
      He
      has also held management positions with ROLM, IBM and Cisco during his career.
      After leaving Siemens in 2005, Mr. Neely worked as a consultant for small/medium
      organizations focusing on SOX compliance, revenue recognition and
      financial/operational business assessments. Cris holds a Bachelor of Business
      Administration - Finance degree from the University of Texas at Arlington and
      an
      MBA from Amberton University.





21





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 of
      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. Mr. Krebs resigned effective April
      2007.





Tom
      Davis, has served as the Company’s Chief Operating Officer since November 2005.
      Prior to joining the Company, Mr. Davis served as President and Chief Executive
      Officer of Telizon Inc. from December 2002 until its acquisition by the Company
      in July 2005. Prior to December 2002, Mr. Davis was Senior Vice President,
      Customer Operations at Axxent Inc., a Competitive Local Exchange Carrier (CLEC).
      He has also held senior management and consulting roles at AT & T Canada
      (consulting), Cam Net Communications (President and COO) and ACC Long Distance
      (President and CEO). Mr. Davis is a graduate of the Wharton School of Business,
      University of Pennsylvania with a Bachelor of Science in Economics. Mr. Davis
      resigned as COO and Director effective May 2007 and remains as President and
      General Manager of Teleplus Connect Group.





Michael
      Karpheden has served as a Director of the Company since March 2004. Mr.
      Karpheden served as CFO of iCurie Lab, based in the UK from September 2004
      to
      January 2008. 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. 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, FL, 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. Mr. Karpheden held many positions at
      Ericsson including VP of Finance and 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
      served as CEO for iCurie Lab based in the UK from September 2004 to January
      2008. 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 with Ericsson where he held the positions 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.





Gordon
      Chow, has served as a Director of the Company since August 2005. Mr. Chow
      currently serves as President of VTech Telecommunications Canada Ltd., where
      he
      is responsible for the Telecommunications Products Business in Canada, having
      established the Canadian operations, of VTech Electronics Canada Ltd. in 1986.
      In 1987, Mr. Chow was promoted from General Manager to President. Prior to
      joining VTech, Mr. Chow had his own Management Consulting practice, and held
      management positions with a real estate development company and a Chartered
      Accounting firm. Mr. Chow holds a Bachelor of Commerce degree from the
      University of British Columbia and is a member of the Institute of Chartered
      Accountants of British Columbia and a member of the Board of Governors of
      Crofton House School in Vancouver. Mr. Chow has served as a member of the
      President’s Advancement Council of the British Columbia Institute of Technology
      and a director of the BCIT Foundation. He was also a member of the Royal Roads
      University - MBA Advisory Board, and a director of the Canadian Toy Association.




22





Nicholas
      Shamy, a founding partner and shareholder of the Company, has throughout his
      career worked as a Business Development and Management Consultant for presidents
      and CEOs of small- and mid-size businesses across North America. His focus
      is on
      enhancing short-term performance while preparing for long-term sustainable
      growth. He also specializes in implementing comprehensive incentive programs,
      aligned with corporate objectives, aimed at attracting, retaining, and rewarding
      best-in-class employees, managers and executives. Mr. Shamy also served as
      president and owner of M.S. Shamy Inc., a distribution company. Mr. Shamy is
      a
      graduate of Concordia University, Montreal, Quebec, and holds a B.Sc. degree.
      Mr. Shamy resigned from the Board effective November 2007.





Carlos
      Cardelle has served as a Director of the company since June 2007. Prior to
      joining the Board of Directors, Mr. Cardelle was the General Counsel for
      Teleplus World, Corp. Prior to joining Teleplus World, Corp., Mr. Cardelle
      was
      Associate U.S. Counsel for LAN Airlines S.A. (formerly LAN Chile Airlines S.A.)
      where he acquired seven years of practical experience in business transactions
      including transactional, financing, Sarbanes-Oxley compliance, regulatory
      filings and petitions, licensing and trademarks and strategic acquisitions.
      Mr.
      Cardelle is member of the Florida Bar and holds a B.A. in political science
      and
      a J.D. both from the University of Miami. Mr. Cardelle resigned as General
      Counsel effective October 2007 and remains as a member of the Board of
      Directors.





***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
      director’s meeting attended and 25,000 shares of the Company’s common stock
      issued per director’s meeting. Each member receives $1000 for serving on a
      special committee (audit/compensation) per quarter.





***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
      proceeding.





23




***Audit
      Committee***





Mr.
      Karpheden and Mr. Wretsell serve on the Company’s audit committee. The audit
      committee reports to the Board of Directors regarding the appointment of our
      independent registered public accounting firm, the scope and results of our
      annual audit, compliance with our accounting and financial policies and
      management’s procedures and policies relative to the adequacy of our internal
      accounting controls.





***Compensation
      Committee***





Mr.
      Chow
      serves on the Company’s Compensation Committee with oversight of the employee
      stock option plan. The Compensation Committee reports to the Board of Directors
      regarding officer and director compensation arrangements, employee stock option
      plans, policies and programs of the Company and administer the Company’s
      equity-based compensation plans for all employees.





***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
      2007 and 2006.





***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.





**Item
      11.**  **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.





24




**SUMMARY
                COMPENSATION TABLE****Annual
                Compensation**
            
            **Long-term
                Compensation****Name**
            
            
            
            
            
            
            
            
            
            **Stock****and**
            
            
            
            
            
            
            
            **Other**
            
            **Options****Principal
                Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Compensation**
            
            **Granted**Marius
                Silvasan
            
            
            2007
            
            $
            323,603
            
            $
            -
            
            $
            -
            
            
            -CEO
                and Director
            
            
            2006
            
            $
            237,642
            
            $
            -
            
            $
            3,000
            
            
            -2005
            
            $
            174,409
            
            $
            -
            
            $
            -
            
            
            3,000,0002004
            
            $
            76,335
            
            $
            -
            
            $
            -
            
            
            6,000,000Cris
                Neely
            
            
            2007
            
            $
            150,000
            
            $
            -
            
            $
            -
            
            
            2,000,000CFO
                and Director
            
            
            2006
            
            $
            -
            
            $
            -
            
            $
            -
            
            
            -




**Item
      12.**  **Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters**




The
      following table sets forth information as of March 17, 2008, 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:





**Title
                of**
            
            **Shares
                Owned**
            
            **%
                of Ownership****Name**
            
            **Class**
            
            **Beneficially
                (1)**
            
            **Beneficially**Marius
                Silvasan
            
            
            Common
            
            
            56,571,900
            (2)
            
            25.36
            %4960
                NW 165thStreet.Unit
                B24Miami
                Lakes, FL 33014Nicholas
                Shamy
            
            
            Common
            
            
            833,375
            
            
            0.40
            %4960
                NW 165thStreet.Unit
                B24Miami
                Lakes, FL 33014Cris
                Neely
            
            
            Common
            
            
            800,000
            
            
            0.36
            %4960
                NW 165thStreet.Unit
                B24Miami
                Lakes, FL 33014Thomas
                Davis
            
            
            Common
            
            
            675,000
            
            
            0.30
            %4960
                NW 165thStreet.Unit
                B24Miami
                Lakes, FL 33014




25


Michael
                  Karpheden
              
              
              Common
              
              
              228,000
              
              
              0.10
              %4960
                  NW 165thStreet.Unit
                  B24Miami
                  Lakes, FL 33014Hakan
                  Wretsell
              
              
              Common
              
              
              212,000
              
              
              0.10
              %4960
                  NW 165thStreet.Unit
                  B24Miami
                  Lakes, FL 33014Gordon
                  Chow
              
              
              Common
              
              
              160,000
              
              
              0.07
              %4960
                  NW 165thStreet.Unit
                  B24Miami
                  Lakes, FL 33014Carlos
                  Cardelle
              
              
              Common
              
              
              36,111
              
              
              0.02
              %4960
                  NW 165thStreetUnit
                  B24Miami
                  Lakes, FL 33014All
                  Officers and Directors as a Group
              
              
              
              
              
              59,516,386
              
              
              26.68
              %




(1)
            Applicable
                percentage of ownership is based on 212,864,562 shares of common
                stock
                outstanding, plus 10,200,000 exercisable option shares for a total
                of
                223,064,562 shares of common stock outstanding as of March 17, 2008
                for
                each stockholder. Beneficial ownership is determined in accordance
                with
                the rules of the Securities and Exchange Commission and generally
                includes
                voting or investment power with respect to securities. Shares of
                common
                stock subject to securities exercisable or convertible into shares
                of
                common stock that are currently exercisable or exercisable within
                60 days
                as of March 17, 2008 are deemed to be beneficially owned by the person
                holding such securities for the purpose of computing the percentage
                of
                ownership of such person, but are not treated as outstanding for
                the
                purpose of computing the percentage of ownership of any other person.
                Note
                that affiliates are subject to Rule 144 and insider trading regulations
                -
                percentage computation is for form purposes
                only.





(2)
            Beneficially
                owned through Visioneer Holdings Group, Inc.





Cris
      Neely : options to purchase: (i) 400,0000 shares at an exercise price of $0.07
      (US$) that vest on September 26, 2007; (ii) 400,000 shares at an exercise price
      of $0.08 (US$) that vest on March 26, 2008; (iii) 400,000 shares at an exercise
      price of $0.10 (US$) that vest on March 26, 2009; (iv) 400,000 shares at an
      exercise price of $0.12 (US$) that vest March 26, 20010; (v) 400,000 shares
      at
      an exercise price of $0.15 (US$) that vest March 26, 2011.





Marius
      Silvasan: options to purchase: (i) 750,000 shares at an exercise price of $0.21
      (US$) that vest on September 1, 2005; (ii) 1,000,000 shares at an exercise
      price
      of $0.22 (US$) that vest on December 1, 2005; (iii) 1,250,000 shares at an
      exercise price of $0.23 (US$) that vest on December 1, 2006; (iv) 1,500,000
      shares at an exercise price of $0.36 (US$) that vest December 3, 2004; (v)
      2,000,000 shares at an exercise price of $0.38 (US$) that vest June 3, 2005;
      (vi) and 2,500,000 shares at an exercise price of $0.40 (US$) that vest June
      3,
      2006.




26





Tom
      Davis: options to purchase: (i) 150,000 shares at an exercise price of $0.21
      (US$) that vest on May 1, 2006; (ii) 150,000 shares at an exercise price of
      $0.22 (US$) that vest on November 1, 2006; (iii) 150,000 shares at an exercise
      price of $0.23 (US$) that vest on May 1, 2007; and (iv) 150,000 shares at an
      exercise price of $0.24 (US$) that vest on November 1, 2007.





***Change
      in Control***





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





**Item
      13.**  **Certain
      Relationships and Related Transactions**





The
      Company paid management fees of $323,603 and $237,642 to an entity owned by
      the
      majority shareholder for 2007 and 2006, respectively.





**Item
      14.****Exhibits******





(a)  Exhibits





31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002  31.2
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002  32.1
            Certification pursuant
              to 18 U.S.C.
              Section 1350  32.2
            Certification
                pursuant to 18 U.S.C. Section 1350




(b) Reports
      on form 8-K




The
      Company filed the following report on Form 8-K during the year ended December
      31, 2007.





a.
            Form
                  8-K filed on January 9, 2007 to describe the change in registrant’s
                  certifying accountant. On January 5, 2007 Mintz & Partners was
                  dismissed at the Company’s independent auditors by decision of the Audit
                  Committee of the Board of Directors of the Company. PKF, Certified
                  Public
                  Accountants, a Professional Corporation (“PKF”) was engaged on January 8,
                  2007 as the principal accountant to audit the consolidated financial
                  statements of the Company. The decision was to change accountants
                  was
                  recommended by the Audit Committee of the Board of Directors of
                  the
                  Company and approved by the Board of
                  Directors.




b.
            Form
                8-K filed on February 13, 2007 to describe the lawsuit filed by the
                Company’s subsidiary, Liberty Wireless, Corp. against Mobile Technology
                Services, LLC (“MTS”) alleging that MTS had breached a number of
                provisions of the Mobile Virtual Network Enabler (“MVNE” Agreement)
                Services Agreement between Liberty and
                MTS.




27




c.
            Form
                8-K filed on April 9, 2007 to describe an SEC comment letter dated
                March
                8, 2007 concerning the change in auditors and an open dispute concerning
                the accounting upon the conversion of debt calculation. The Company
                applied this adjustment to the operating results for the year ended
                December 31, 2006 and will determine if amended 10QSB filings will
                be
                necessary for the prior June 30thand September 30,2006
                filing quarters and to announce resignation and replacement of
                CFO.





d.
            Form
                8-K filed on June 4, 2007 to describe the resignation of the COO
                and
                director due to health reasons and announce the replacement of Board
                of
                Directors.





e.
            Form
                8-K filed on June 29, 2007 to announce the appointment of Worldwide
                Stock
                Transfer, LLC of Teaneck, New Jersey as the Company’s new stock transfer
                agent.





f.
            Form
                8-K filed July 6, 2007 to announce the Company has entered into certain
                Security Purchase Agreement (SPA) with Yorkville Advisors (“YA”) in the
                amount of $3,000,000. The Company issued YA $3,000,000 in secured
                convertible debentures of even date with the SPA and the debentures
                were
                fully funded on July 3, 2007.





g.
            Form
                14C filed October 9, 2007 as preliminary information statement to
                announce
                the Company’s intent to increase the authorized shares from 600 million to
                1.5 billion.





h.
            Form
                14C filed September 28, 2007 as definitive information statement
                to
                announce the Company’s intent to increase the authorized shares from 600
                million to 1.5 billion.





i.
            Form
                8-K filed on October 19, 2007 to announce the resignation of the
                General
                Counsel to pursue other business and professional opportunities.
                He will
                continue to serve as a Director on the Company’s
                Board.





j.
            Form
                S8 filed on October 19, 2007 to supplement the Company’s stock option
                program with 1.5 billion shares.





k.
            Form
                8-K filed on December 7, 2007 to announce the resignation of NickShamy
                as member of the Board of
                Directors.





l.
            Form
                8-K filed on December 21, 2007 to announce the decision to exit
                thewireless
                business in U.S. through either a sale or closure of the
                operation.





m.
            Form
                8-K filed on January 24, 2008 to announce the sale of substantially
                of thewireless
                assets to Cozac LLC.





n.
            Form
                8-K filed on March 13, 2008 to announce the relocation of the company’sheadquarters
                in Miami Florida.





28




**Item
      15.**  **Principal
      Accountant Fees and Services**





***Audit
      Fees***





The
      aggregate fees billed (or expected to be billed) for each of the fiscal years
      ended December 31, 2007 and 2006 for professional services rendered by the
      principal accountant for the audit of the Company’s annual financial statements
      was $70,000 and $75,000 respectively.





The
      aggregate fees billed for the fiscal year ended December 31, 2007 for
      professional services rendered by the principal accountant for the reviews
      of
      the Company’s quarterly financial statements included in the Company’s Form
      10-QSB’s was $36,000. The aggregate fees billed for other audit related services
      rendered by the principal accountant was $14,000.





***Audit
      Related Fees***




None





***Tax
      Fees***





The
      aggregate fees billed for December 31, 2007 for tax services rendered by the
      principal accountant was $25,000.





***All
      Other Fees***





None




29




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized this __ day of March
      2008.


TELEPLUS
              WORLD,
              CORP.Date:
              March 28, 2008
            By:
            /s/
              Marius
              SilvasanMarius
                Silvasan
              Chief
                Executive OfficerDate: March 28, 2008
            By:
            /s/
              Cris M. NeelyCris
                M. Neely
              Chief
                Financial OfficerDate: March 28, 2008
            By:
            /s/
              Michael KarphedenMichael
                Karpheden
              DirectorDate: March 28, 2008
            By:
            /s/
              Hakan WretsellHakan
              WretsellDirectorDate: March 28, 2008
            By:
            /s/ Gordon
              ChowGordon
                Chow
              DirectorDate: March 28, 2008
            By:
            /s/ Carlos
              CardelleCarlos
                Cardelle
              Director





30


**INDEX
        TO FINANCIAL STATEMENTS**
 
 **Teleplus
        World, Corp**
 **Consolidated
        Financial Statements**
 **Years
        Ended December 31, 2007 and 2006**
 
 **Page****Report
                  of Independent Registered Public Accounting Firm**
              
              
              F-1**Financial
                  Statements:**Consolidated
                  Balance Sheet as of December 31, 2007 and 2006
              
              
              F-2Consolidated
                  Statements of Operations and Comprehensive Income (Loss)
              
              
              F-3for
                  the years ended December 31, 2007 and 2006Consolidated
                  Statement of changes in Shareholders’ Equity (Deficit) for the
                  years
              
              
              F-4ended
                  December 31, 2007 and 2006Consolidated
                  Statements of Cash Flows for the years ended December 31, 2007
                  and
                  2006
              
              
              F-5**Notes
                  to Consolidated Financial Statements:**
              
              
              F-7
  
  Report
        of Independent Registered Public Accounting Firm
 
 To
        the
        Board of Directors and Shareholders
 Teleplus
        World, Corp.
 
 We
        have
        audited the accompanying consolidated balance sheets of Teleplus World, Corp.
        as
        of December 31, 2007 and 2006, and the related consolidated statements of
        operations and comprehensive income (loss), changes in shareholders’ equity
        (deficit) and cash flows for each of the years 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 audits.
 
 We
        conducted our audits 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 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
        presentation of the financial statements. We believe that our audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of Teleplus
        World,
        Corp. at December 31, 2007 and 2006 and the consolidated results of its
        operations and cash flows for each of the years then ended in conformity
        with
        accounting principles generally accepted in the United States of America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        the
        Company will continue as a going concern. As described in note 2, at December
        31,2007 the Company and its subsidiaries have incurred recurring losses from
        operations and had a working capital deficit of $19,019,324. These conditions
        raise substantial doubt about the Company’s ability to continue as a going
        concern. The consolidated financial statements do not include any adjustments
        that might result from the outcome of this uncertainty. Management’s plans in
        regard to its future operations are also discussed in note 2.
 
 
 /s/
        PKF
 Certified
        Public Accountants
 A
        Professional Corporation
 
 New
        York,
        New York
 March
        26,
        2008
 
 F-1


**TELEPLUS
                WORLD, CORP.****CONSOLIDATED
                BALANCE SHEETS****DECEMBER
                31, 2007 AND 2006**




**IN
                US$****2007**
            
            **2006****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            397,395
            
            $
            1,147,026Accounts
                receivable, net - trade
            
            
            1,393,425
            
            
            1,173,451Other
                accounts receivable
            
            
            369,437
            
            
            151,290Prepaid
                expenses and other current assets
            
            
            75,025
            
            
            186,079Current
                Assets held from discontinued operations
            
            
            265,840
            
            
            507,031Total
                Current Assets
            
            
            2,501,122
            
            
            3,164,877Fixed
                assets, net of depreciation
            
            
            692,210
            
            
            668,103Fixed
                assets, net of depreciation from discontinued operations
            
            
            0
            
            
            93,276Total
                Fixed Assets
            
            
            692,210
            
            
            761,379Other
                Assets:Intangible
                assets, net
            
            
            6,052,250
            
            
            5,721,011Goodwill
            
            
            9,581,787
            
            
            8,878,404Deferred
                financing fees, net of amortization
            
            
            692,535
            
            
            894,348Deferred
                connection charges, net of amortization
            
            
            272,404
            
            
            171,662Deferred
                income taxes
            
            
            42,159
            
            
            35,493Other
                Assets held from discontinued operations
            
            
            900,000
            
            
            1,843,571Total
                Other Assets
            
            
            17,541,135
            
            
            17,544,489TOTAL
                ASSETS
            
            
            20,734,467
            
            
            21,470,745**LIABILITIES
                AND SHAREHOLDERS' EQUITY (DEFICIT)**LIABILITIESCurrent
                Liabilities:Accounts
                payable and accrued expenses
            
            $
            6,065,871
            
            $
            3,520,095Current
                portion of accrued acquisition obligations
            
            
            621,580
            
            
            2,790,297Current
                portion of convertible debentures, net of discount
            
            
            5,238,401
            
            
            72,033Unearned
                revenue
            
            
            621,557
            
            
            515,207Derivative
                liability
            
            
            7,076,598
            
            
            7,807,739Liabilities
                held by discontinued operations
            
            
            1,896,439
            
            
            2,241,272Total
                Current Liabilities
            
            
            21,520,446
            
            
            16,946,643Long-term
                Liabilities:Accrued
                acquisition obligations, net of current portion
            
            
            1,660,094
            
            
            2,302,703Convertible
                debentures, net of discount
            
            
            1,750,723
            
            
            3,812,858Total
                Long-term Liabilities
            
            
            3,410,817
            
            
            6,115,561Total
                Liabilities
            
            
            24,931,263
            
            
            23,062,204SHAREHOLDERS'
                EQUITY (DEFICIT)Class
                A Preferred stock, $0.001 Par Value; 10,000,000 sharesauthorized
            
            
            0
            
            
            0Common
                stock, $0.001 Par Value; 1,500,000,000 shares authorizedand
                158,371,756 shares in 2007,and
                122,781,419 shares in 2006 issued and outstanding,
            
            
            158,372
            
            
            122,782Additional
                paid-in capital
            
            
            9,410,039
            
            
            7,487,827Accumulated
                deficit
            
            
            (15,242,042
            )
            
            (9,278,046
            )Accumulated
                other comprehensive income
            
            
            1,476,835
            
            
            75,978Total
                Shareholders' Equity (Deficit)
            
            
            (4,196,796
            )
            
            (1,591,459
            )TOTAL
                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
            
            
            20,734,467
            
            
            21,470,745


The
        accompanying notes are an integral part of the consolidated financial
        statements.




F-2


**TELEPLUS
                WORLD, CORP.****CONSOLIDATED
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                (LOSS)****FOR
                THE YEARS ENDED DECEBMER 31, 2007 AND
                2006**




**IN
                US$****2007**
            
            **2006**OPERATING
                REVENUESRevenues
            
            $
            17,380,124
            
            $
            15,904,049OPERATING
                COSTS AND EXPENSESCosts
                of services (exclusive of depreciation and amortization)
            
            
            12,384,786
            
            
            10,934,915Payroll,
                professional fees and related expenses
            
            
            3,737,675
            
            
            3,447,978Advertising
                and marketing expenses
            
            
            233,911
            
            
            693,066Office
                rent and expenses
            
            
            143,516
            
            
            200,739Other
                general and administrative expenses
            
            
            657,100
            
            
            881,191Depreciation
                and amortization
            
            
            885,978
            
            
            857,013Total
                Operating Expenses
            
            
            18,042,966
            
            
            17,014,902OPERATING
                INCOME (LOSS)
            
            
            (662,842
            )
            
            (1,110,853
            )OTHER
                INCOME (EXPENSE)Amortization
                of deferred finance fees
            
            
            (428,669
            )
            
            (342,108
            )Warrant
                expense
            
            
            0
            
            
            (182,419
            )Amortization
                of debt discount
            
            
            (3,737,410
            )
            
            (2,747,485
            )Interest
                expense
            
            
            (2,678,434
            )
            
            (2,164,281
            )Gain
                (loss) on debt extinguishment
            
            
            (119,380
            )
            
            0Gain
                (loss) on derivative liability
            
            
            3,728,661
            
            
            3,527,249Total
                Other Income (Expense)
            
            
            (3,235,232
            )
            
            (1,909,044
            )NET
                INCOME (LOSS) BEFORE PROVISIONFOR
                INCOME TAXES
            
            
            (3,898,074
            )
            
            (3,019,897
            )Provision
                for Income Taxes
            
            
            0
            
            
            0NET
                INCOME (LOSS) FROM CONTINUING OPERATIONS
            
            
            (3,898,074
            )
            
            (3,019,897
            )NET
                INCOME (LOSS) FROM DISCONTINUED OPERATIONS
            
            
            (2,065,922
            )
            
            321,123NET
                INCOME (LOSS)
            
            
            (5,963,996
            )
            
            (2,698,774
            )NET
                INCOME (LOSS) PER BASIC SHARESFrom
                continuing operations
            
            $
            (0.03
            )
            $
            (0.03
            )From
                discontinued operations
            
            $
            (0.01
            )
            $
            -$
            (0.04
            )
            $
            (0.03
            )NET
                INCOME (LOSS) PER DILUTED SHARESFrom
                continuing operations
            
            $
            (0.03
            )
            $
            (0.03
            )From
                discontinued operations
            
            $
            (0.01
            )
            $
            -$
            (0.04
            )
            $
            (0.03
            )WEIGHTED
                AVERAGE NUMBER OF COMMONSHARES
                OUTSTANDING - BASIC
            
            
            142,046,123
            
            
            98,452,457WEIGHTED
                AVERAGE NUMBER OF COMMONSHARES
                OUTSTANDING - DILUTED
            
            
            2,483,016,038
            
            
            296,848,568COMPREHENSIVE
                INCOME (LOSS)Net
                income (loss)
            
            $
            (5,963,996
            )
            $
            (2,698,774
            )Other
                comprehensive income (loss)Currency
                translation adjustments
            
            $
            1,400,857
            
            $
            164,564Comprehensive
                income (loss)
            
            $
            (4,563,139
            )
            $
            (2,534,210
            )


The
        accompanying notes are an integral part of the consolidated financial
        statements.
  F-3


**TELEPLUS
                  WORLD, CORP,****CONSOLIDATED
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  (DEFICIT)****FOR
                  THE YEARS ENDED DECEMBER 31, 2007 AND
                  2006**
 **Accumulated****Additional**
                
                
                
                **Other****Paid-in**
                
                **Accumulated**
                
                **Comprehensive****Preferred
                    Stock**
                
                **Common
                    Stock**
                
                **Capital**
                
                **Deficit**
                
                **Income(Loss)**
                
                **Total****Shares**
                
                **Amount**
                
                **Shares**
                
                **Amount**
                
                **Amount**
                
                **Amount**
                
                **Amount**
                
                **Amount****Balance
                    December 31, 2005**
                ****
                ****
                **2,000,000**
                ****
                **$**
                **2,000**
                ****
                ****
                **86,403,786**
                ****
                **$**
                **86,404**
                ****
                **$**
                **4,097,891**
                ****
                **$**
                **(6,579,272**
                **)**
                **$**
                **(88,586**
                **)**
                **$**
                **(2,481,563**
                **)**Shares
                    issued in connection with acquisitions of Cellz, Freedom
                    Phone Lines and Maximo Impact
                
                
                
                
                
                
                
                
                630,000
                
                
                630
                
                
                384,770
                
                
                
                
                
                
                
                
                385,400Shares
                    issued in  conversion of convertible debentures,
                    net
                
                
                
                
                
                
                
                
                12,521,678
                
                
                12,522
                
                
                2,180,080
                
                
                
                
                
                
                
                
                2,192,602Shares
                    issued in connection with raising of capital,
                    net
                
                
                
                
                
                
                
                
                400,000
                
                
                400
                
                
                20,180
                
                
                
                
                
                
                
                
                20,580Shares
                    cancelled in connection with raising of capital for
                    2005
                
                
                
                
                
                
                
                
                (637,500
                )
                
                (638
                )
                
                638
                
                
                
                
                
                
                
                
                0Shares
                    issued to directors
                
                
                
                
                
                
                
                
                240,000
                
                
                240
                
                
                39,360
                
                
                
                
                
                
                
                
                39,600Shares
                    issued in exchanged for Class A Preferred Shares
                
                
                (2,000,000
                )
                
                (2,000
                )
                
                20,000,000
                
                
                20,000
                
                
                (18,000
                )
                
                
                
                
                
                
                
                0Shares
                    issued for emloyee compensation
                
                
                
                
                
                
                
                
                218,337
                
                
                218
                
                
                27,765
                
                
                
                
                
                
                
                
                27,983Vesting
                    of employee stock options
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                108,215
                
                
                
                
                
                
                
                
                108,215Shares
                    and warrants issued for services rendered
                
                
                
                
                
                
                
                
                3,005,118
                
                
                3,006
                
                
                646,928
                
                
                
                
                
                
                
                
                649,934Net
                    loss for the year ended December 31, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,698,774
                )
                
                164,564
                
                
                (2,534,210
                )**Balance
                    December 31, 2006**
                ****
                ****
                **0**
                ****
                ****
                **0**
                ****
                ****
                **122,781,419**
                ****
                ****
                **122,782**
                ****
                ****
                **7,487,827**
                ****
                ****
                **(9,278,046**
                **)**
                ****
                **75,978**
                ****
                ****
                **(1,591,459**
                **)**Shares
                    issued in  conversion of convertible debentures,
                    net
                
                
                
                
                
                
                
                
                29,962,485
                
                
                29,962
                
                
                1,670,039
                
                
                
                
                
                
                
                
                1,700,001Cash
                    redeemption of convertible debenture
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (40,325
                )
                
                
                
                
                
                
                
                (40,325
                )Shares
                    issued in connection with raising of capital,
                    net
                
                
                
                
                
                
                
                
                4,000,000
                
                
                4,000
                
                
                156,000
                
                
                
                
                
                
                
                
                160,000Shares
                    issued to directors
                
                
                
                
                
                
                
                
                500,000
                
                
                500
                
                
                16,500
                
                
                
                
                
                
                
                
                17,000Shares
                    issued for emloyee compensation
                
                
                
                
                
                
                
                
                471,150
                
                
                471
                
                
                37,222
                
                
                
                
                
                
                
                
                37,693Vesting
                    of employee stock options
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                38,341
                
                
                
                
                
                
                
                
                38,341Shares
                    and warrants issued for services rendered
                
                
                
                
                
                
                
                
                656,702
                
                
                657
                
                
                44,435
                
                
                
                
                
                
                
                
                45,092Net
                    loss for the year ended December 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (5,963,996
                )
                
                1,400,857
                
                
                (4,563,139
                )**Balance
                    December 31, 2007**
                ****
                ****
                **0**
                ****
                ****
                **0**
                ****
                ****
                **158,371,756**
                ****
                ****
                **158,372**
                ****
                ****
                **9,410,039**
                ****
                ****
                **(15,242,042**
                **)**
                ****
                **1,476,835**
                ****
                ****
                **(4,196,796**
                **)**
 The
          accompanying notes are an integral part of the consolidated financial
          statements.
  F-4
 **TELEPLUS
                    WORLD, INC****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS****FOR
                    THE YEARS ENDED DECEMBER 31, 2007 AND
                    2006**
  **IN
                    US$****2007**
                
                **2006**CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    (loss) from operations
                
                
                (5,963,996
                )
                
                (2,698,774
                )Adjustments
                    to reconcile net (loss) to net cash provided by operating
                    activities:Depreciation
                    and amortization
                
                
                256,270
                
                
                247,176Amortization
                    of intangible assets
                
                
                779,151
                
                
                743,110Goodwill
                    impairment
                
                
                843,571
                
                
                0Accretion
                    of interest expense
                
                
                1,579,474
                
                
                1,061,214Loss
                    on extinguishment on debt
                
                
                119,381
                
                
                0Issuance
                    of common shares for compensation
                
                
                99,784
                
                
                188,808Employee
                    compensation for stock options
                
                
                38,340
                
                
                108,215Amortization
                    of deferred finance fees
                
                
                428,669
                
                
                342,108Warrants
                    issued to raise capital
                
                
                0
                
                
                182,418Amortization
                    of convertible debt discount
                
                
                3,737,410
                
                
                2,747,485(Gain)
                    on derivative liability
                
                
                (3,728,661
                )
                
                (3,527,249
                )Changes
                    in assets and liabilities(Increase)
                    decrease in accounts receivable - trade
                
                
                (225,137
                )
                
                748,847(Increase)
                    decrease in other accounts receivable
                
                
                (195,071
                )
                
                (66,744
                )(Increase)
                    decrease in income tax receivable
                
                
                (6,228
                )
                
                33,467(Increase)
                    decrease in inventory
                
                
                48,875
                
                
                74,627(Increase)
                    decrease in prepaid expenses and other current assets
                
                
                286,005
                
                
                (314,388
                )(Decrease)
                    increase in accounts payable and accrued expenses
                
                
                2,437,841
                
                
                2,050,699(Decrease)
                    increase in unearned revenue
                
                
                (131,535
                )
                
                (449,010
                )(Decrease)
                    increase in receivable from intercompany
                
                
                0
                
                
                (146,517
                )Total
                    adjustments
                
                
                6,368,139
                
                
                4,024,266Net
                    cash provided by operating activities
                
                
                404,143
                
                
                1,325,492CASH
                    FLOWS FROM INVESTING ACTIVITIESAcquisitions
                    of business
                
                
                (3,214,622
                )
                
                (5,253,934
                )Acquisitions
                    of fixed assets
                
                
                (25,126
                )
                
                (144,699
                )(Increase)
                    in deferred connection charges
                
                
                (131,475
                )
                
                (133,611
                )Net
                    cash (used in) investing activities
                
                
                (3,371,223
                )
                
                (5,532,244
                )CASH
                    FLOWS FROM FINANCING ACTIVITESPayments
                    of finance fees
                
                
                (325,000
                )
                
                (43,420
                )Proceeds
                    from convertible debenture (Net)
                
                
                0
                
                
                2,542,577Proceeds
                    from new convertible debenture
                
                
                3,000,000
                
                
                0Repayment
                    of debt
                
                
                (416,687
                )
                
                0Net
                    cash provided by financing activities
                
                
                2,258,313
                
                
                2,499,157Effect
                    of foreign currency
                
                
                (40,864
                )
                
                (29,953
                )NET
                    (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                
                $
                (749,631
                )
                $
                (1,737,548
                )CASH
                    AND CASH EQUIVALENTS -BEGINNING OF YEAR
                
                
                1,147,026
                
                
                2,884,574CASH
                    AND CASH EQUIVALENTS - END OF YEAR
                
                
                397,395
                
                
                1,147,026CASH
                    PAID DURING THE PERIOD FOR:Interest
                    expense
                
                $
                113,701
                
                $
                11,406
  The
          accompanying notes are an integral part of the consolidated financial
          statements.
  F-5
  **TELEPLUS
                    WORLD, INC.****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS (CONTINUED)****FOR
                    THE YEARS ENDED DECEMBER 31, 2007 AND
                    2006**
  **IN
                    US$****2007**
                
                **2006****SUPPLEMENTAL
                    NONCASH INFORMATION:**Conversion
                    of debentures into 29,962,486 shares of common stock in
                    2007,12,521,678
                    in 2006
                
                
                1,133,000
                
                
                1,550,000Issued
                    4,000,000 shares of common stock to Yorkville Advisorin
                    connection with a $3,000,0000 convertible debt issued July
                    2007400,000
                    shares to Yorkville Advisorin
                    connection with a $3,000,0000 convertible debt issued July
                    2006
                
                
                160,000
                
                
                64,000Issued
                    500,000 shares of common stock to directors of Companyfor
                    services rendered in 2007, 240,000 in 2006
                
                
                17,000
                
                
                39,600Issued
                    471,150 shares of common stock foremployee
                    compensation in 2007, 218,337 in 2006
                
                
                37,692
                
                
                27,983Issued
                    656,702 shares in 2007 for services renders in 2007,3,005,118
                    shares of common stock and 4,100,000 warrantsto
                    non-related third parties in 2006
                
                
                45,092
                
                
                649,933Issued
                    630,000 shares of common stock in connectionwith
                    company acquisitions in 2006
                
                
                0
                
                
                385,400Issued
                    20,000,000 shares of common stock in exchange for2,000,000
                    Class A preferred shares in 2006
                
                
                0
                
                
                20,000Reduction
                  of Goodwill and Accrued Acquisition obligation
                
                
                0
                
                
                844,075
  The
          accompanying notes are an integral part of the consolidated financial
          statements.
  F-6




**Teleplus
      World, Corp.**


**Notes
      to Consolidated Financial Statements**


**December
      31, 2007**





**Note
      1 - Organization**





**Organization**





Teleplus
      World, Corp (the “Company”), (TLPE.OB), is a diversified North American company
      that is a leading provider of telecommunications products and services. The
      Company’s wholly owned subsidiaries include Telizon, Inc., a reseller of
      landline, long distance, internet and specialized telecom financial management
      services to small and mid size businesses and Avenue Reconnect and Freedom
      Phone
      Lines, providers of landline and long distance services to targeted residential
      markets. Teleplus websites include www.telizon.biz , www.elitemail,ca , www.freedomphonelines.com , www.netreach.ca and www.nophone.ca among
      others. The Company has offices in Miami, Florida and Barrie,
      Ontario.




The
      Company is a provider of wireless and telecommunications services in Canada
      and
      the United States of America. The Company’s products include prepaid and
      postpaid wireless, landline, long distance and Internet services. The Company
      distributes their products through their websites, third party websites, select
      distributors in Canada and the United States of America, and through a variety
      of direct marketing initiatives.





The
      Company acquired Keda Consulting Corp., a North American telecommunications
      industry management consulting service company on April 1, 2005; 1523813 Ontario
      Limited (Freedom Phone Lines), a Bell Canada reseller of landline and long
      distance services on April 15, 2005; Avenue Reconnect, Inc. a reseller of
      landline and long distance services and Internet service provider on June 1,
      2005; and Telizon, Inc. and 1500536 Ontario, Inc. (One Bill, Inc.), a reseller
      of landline and long distance service and Internet service provider on July
      15,
      2005.





On
      January 13, 2006, Retail, filed in Canada a Notice of Intention to Make a
      Proposal Under the Bankruptcy and Insolvency Act (Canada) (the “Act”). This was
      done to divest the Company of its retail division. As a result, Retail was
      deemed to have made an assignment of its assets to its creditors under the
      Act
      and discontinued its operations as of February 12, 2006. The retail operations
      are no longer a segment of the Company’s business for the year ended December
      31, 2006.





On
      June
      21, 2006, the Company purchased all the issued and outstanding shares of Maximo
      Impact, Inc. (“Maximo”), a Cleveland, Ohio based company, under certain
      agreements, the whole effective as of that date. Maximo specializes in marketing
      and distribution as a Mobile Virtual Network Operator (“MVNO”) in the United
      States of America. As part of this transaction, Maximo launched its own wireless
      brand called MX Mobile which caters to mass merchandisers, general retailers
      and
      c-channel retailers calling on convenience stores and gas stations.




F-7





In
      February, 2006, the Company completed its transition from retail operations
      to
      wireless and telecom services reselling.





On
      October 24, 2006 the Company changed its corporate name to TelePlus World,
      Corp.





In
      December, 2007, the Company announced the intent to sell or close the wireless
      operations in the U.S. On December 21, 2007 the Company advised its shareholders
      that the Company has decided to exit the MVNO (Mobile Virtual Network Operator)
      business segment (the "MVNO Segment") operated by its Liberty Wireless and
      Maximo Impact brands. Market conditions for this segment of the Company's
      operations have become adverse in the last few months making it difficult for
      the Company to turn a profit in the MVNO Segment. Notwithstanding the Company's
      efforts over the last few months to improve the performance of the MVNO Segment
      the Company does not believe it will turn a profit in that segment in the
      foreseeable future. The Company intends to focus its efforts on its core
      telecommunication service which represents the bulk of the company's revenues,
      is profitable and provides good cash flows to fund ongoing operations. Exiting
      the MVNO Segment (which has been operating at a loss) will improve the Company's
      profitability and cash flow although it will reduce the Company's annual
      revenues by about $4.5 million dollars. The Company intends to move quickly
      in
      the divestiture and/or closure of the MVNO Segment.





On
      January 15, 2008 the Company completed the sale of substantially all the assets
      of the wireless operations in the U.S. to COZAC, LLC. The assets included
      customer lists, assumed airtime contracts, trade names, domain names, logo,
      marketing reports and customer collateral. The purchased price payable by
      purchaser to vendor for the purchased assets is satisfied by the purchaser
      assuming the liabilities as of the date of this agreement under the Sprint
      agreement, the MVNO Sherpa agreement, and the assumption of liabilities owed
      to
      the vendor “People Support”.





**Note
      2 - Summary of Significant Accounting Policies**





**Risk
      Related to the Company’s Business**





These
      financial statements have been prepared on a going concern basis, which
      contemplates the realization of assets and satisfaction of liabilities in the
      normal course of business. We have experienced recurring operating losses since
      our inception and our accumulated net deficit is in excess of $15 million.
      The financial statements do not include any adjustments relating to the
      recoverability and classification of recorded assets amounts or the amounts
      and
      classification of liabilities that may be necessary should we be unable to
      continue as a going concern. The disposition on January 15 th 2008 of
      our wireless assets will help us improve cash flows for 2008. Our telecom
      operation has historically delivered a stable performance with an increase
      in
      sales, number of customers and cash flow since our acquisition of this business
      in July 2005. While we believe this performance to continue we cannot precisely
      predict future performance. We believe that available cash resources, together
      with anticipated revenues from operations could not be sufficient to satisfy
      our
      business plan and capital requirements through December 31, 2008.
      Additional capital may not be available on a timely basis or on acceptable
      terms, if at all. If we are unable to maintain or obtain sufficient capital,
      we
      may be forced to reduce operating expenses, sell business assets or take other
      actions which could be detrimental to our business operations.




F-8




**Principles
      of Consolidation**





The
      consolidated financial statements include the accounts of the Company and all
      of
      its wholly owned subsidiaries. All significant intercompany accounts and
      transactions have been eliminated in consolidation.





**Significant
      Estimates**





Critical
      accounting polices include the areas where we have made what we consider to
      be
      particularly subjective or complex judgments in making estimates and where
      these
      estimates can significantly impact our financial results under different
      assumptions and conditions.





We
      prepare our financial statements in conformity with accounting principles
      generally accepted in the United States of America. As such, we are required
      to
      make certain estimates, judgments and assumptions that we believe are reasonable
      based upon the information available. These estimates, judgments and assumptions
      affect the reported amounts of assets and liabilities at the date of the
      financial statements and the reported amounts of revenue and expenses during
      the
      periods presented. Actual results could be different than those estimates.





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid debt instruments and other short-term
      investments with an initial maturity of three months or less to be cash
      equivalents.





**Discontinued
      Operations**




The
      Company has followed Statement of Financial Accounting Standard No. 144 (“SFAS
      144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”.
      Accordingly, the Company recognized as discontinued operations the results
      from
      the retail and wireless divisions that have been abandoned or sold. The Company
      has also written down the assets relating to the retail and wireless divisions
      to their respective fair values (see note 8).




**Goodwill
      and Other Intangible Assets**





Under
      SFAS No. 142, “Goodwill and Other Intangible Assets”. (“SFAS 142”), goodwill and
      other indefinite-lived intangible assets are no longer amortized but instead
      are
      reviewed for impairment annually and on an interim basis if events or changes
      in
      circumstances between annual tests indicate that an asset might be impaired.
      Under SFAS 142, indefinite-lived intangible assets are tested for impairment
      by
      comparing their fair values to their carrying values. Testing for impairment
      of
      goodwill is a two-step process. The first step requires the Company to compare
      the fair value of its reporting units to the carrying value of the net assets
      of
      the respective reporting units, including goodwill. If the fair value of the
      reporting unit is less than the carrying value, goodwill of the reporting unit
      is potentially impaired and the Company then completes Step 2 to measure the
      impairment loss, if any. The second step requires the calculation of the implied
      fair value of goodwill by deducting the fair value of all tangible and
      intangible net assets of the reporting unit from the fair value of the reporting
      unit. If the implied fair value of goodwill is less then the carrying amount
      of
      goodwill, an impairment loss is recognized equal to the difference. Intangible
      assets that do not have indefinite lives are amortized over their useful lives.
      The goodwill and other intangible assets increased in 2007 from 2006 based
      on
      the fluctuation in the conversion rate of the Canadian to U.S.
      currency.




F-9





**Revenue
      Recognition**





The
      Company recognizes revenue through the resale of residential and commercial
      telephone lines. The resale of long distance revenues are recorded at the time
      of customer usage based upon minutes of use. Basic monthly charges for business
      and residential customers are billed in advance and recorded as unearned revenue
      and recognized upon the customer receiving the service.





**Accounts
      Receivable**




The
      Company conducts business and extends credit based on an evaluation of the
      customers’ financial condition, generally without requiring collateral. Exposure
      to losses on receivables is expected to vary by customer due to the financial
      condition of each customer. The Company monitors exposure to credit losses
      and
      maintains allowances for anticipated losses considered necessary under the
      circumstances. The criteria for allowance provision are determined based on
      historical experience and the Company’s assessment of the general financial
      conditions affecting its customer base. If the Company’s actual collections
      experience changes, revisions to the allowance may be required. At December
      31,
      2007 and 2006, the Company has an accounts receivable allowance of $41,397
      and
      $28,934 respectively.





**Income
      Taxes**





The
      Company accounts for income taxes utilizing the liability method of accounting.
      Under the liability method, deferred taxes are determined based on differences
      between financial statement and tax bases of assets and liabilities at enacted
      tax rates in effect in years in which differences are expected to reverse.
      Valuation allowances are established, when necessary, to reduce deferred tax
      assets to amounts that are expected to be realized.





**Currency
      Translation**





The
      Company’s reporting currency is the U.S. dollar. The functional currency of the
      Company’s U.S. subsidiary is the U.S. dollar, while the functional currency of
      its Canadian subsidiary is the Canadian dollar. The Company translates income
      and expense amounts of its Canadian subsidiary at average exchange rates for
      the
      year, and translates assets and liabilities of its Canadian subsidiary at
      year-end exchange rates and equity at historical rates. The Company records
      these translation adjustments as accumulated other comprehensive income (loss).





F-10





**Comprehensive
      Income**





The
      Company complies with Statement of Financial Accounting Standards No, 130,
      “Reporting Comprehensive Income,” (SFAS No. 130). SFAS No. 130 requires the
      reporting of comprehensive income in addition to net income from operations.
      Comprehensive income includes gains and losses on foreign currency translations.





Comprehensive
      income is a more inclusive financial reporting methodology that includes
      disclosure of information that historically has not been recognized in the
      calculation of net income (loss).





**Deferred
      Connection Charges**





Deferred
      connection charges are costs incurred in setting up new commercial telephone
      lines. The Company amortizes deferred connection charges over five years. The
      determination of the useful life is based on the average life that the telephone
      line is provided by the Company. As of December 31, 2007, the deferred
      connection charges are $272,404. Amortization of the deferred connection charges
      for the years ended December 31, 2007 and 2006 are $57,553 and $44,426,
      respectively.




**Deferred
      Financing Fees**





Deferred
      financing fees represents fees paid in connection with the issuance of
      convertible debentures. The fees are being amortized over a period of three
      years, the life of the financial instrument. As of December 31, 2007, the
      deferred financing fees are $692,535 Amortization of the deferred finance fees
      for the years ended December 31, 2007 and 2006 are $428,669 and $342,108,
      respectively.





**Concentrations
      of Credit Risk**





Financial
      instruments which potentially subject the Company to concentrations of credit
      risk consist primarily of cash, cash equivalents and trade accounts receivable.
      The Company maintains its cash and cash equivalents with highly quality
      financial institutions as determined by the Company’s 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
      the
      Company maintains a broad customer base.





**Fair
      Value of Financial Instruments (other than Derivative Financial
      Instruments)**





The
      carrying amounts reported in the consolidated balance sheet for cash and cash
      equivalents, accounts receivable, and accounts payable approximate fair value
      because of the immediate or short-term maturity of these financial instruments.
      For the convertible debentures, fair value approximates the face value of the
      remaining principle amount of the debentures.




F-11





**Convertible
      Instruments**





The
      Company reviews the terms of convertible debt and equity securities for
      indications requiring bifurcation, and separate accounting, for the embedded
      conversion feature. Generally, embedded conversion features where the ability
      to
      physical or net-share settle the conversion option is not within the control
      of
      the Company are bifurcated and accounted for as a derivative financial
      instrument. (See Derivative Financial Instruments below). Bifurcation of the
      embedded derivative instrument requires allocation of the proceeds first to
      the
      fair value of the embedded derivative instrument with the residual allocated
      to
      the debt instrument. The resulting discount to the face value of the debt
      instrument is amortized through periodic charges to the amortization of debt
      discount using the Effective Interest Method.




**Derivative
      Financial Instruments**





The
      Company generally does not use derivative financial instruments to hedge
      exposures to cash-flow or market risks. However, certain other financial
      instruments, such as warrants or options to acquire common stock and the
      embedded conversion features of debt that are indexed to the Company’s common
      stock, are classified as liabilities when either (a) the holder possesses rights
      to net-cash settlement or (b) physical or net share settlement is not within
      the
      control of the Company. In such instances, net-cash settlement is assumed for
      financial accounting and reporting, even when the terms of the underlying
      contracts do not provide for net-cash settlement. Such financial instruments
      are
      initially recorded at fair value and subsequently adjusted to fair value at
      the
      close of each reporting period. These derivative financial instruments are
      indexed to an aggregate of 2,324,669,915 shares of the Company’s common stock as
      of December 31, 2007 and are carried at fair value of $7,076,598.





Upon
      conversion or exercise of a derivative instrument, the instrument is marked
      to
      fair value at the conversion date and then that fair value is reclassified
      to
      equity.





**Advertising
      Costs**





The
      Company expenses the costs associated with advertising as incurred. Advertising
      expenses are included in the consolidated statements of operations for the
      years
      ended December 31, 2007 and 2006.





**Fixed
      Assets**




Fixed
      assets are stated at cost less accumulated depreciation. Depreciation is
      computed using the straight-line method over the estimated useful lives of
      the
      assets which are machinery and equipment with estimated useful lives ranging
      between three and seven years; business software with estimated useful lives
      ranging between three and ten years; and leasehold improvements with an
      estimated useful life of five years.




F-12





When
      assets are retired or otherwise disposed of, the costs and related accumulated
      depreciation are removed from the accounts, and any resulting gain or loss
      is
      recognized in income for the period. The cost of maintenance and repairs is
      charged to income as incurred; significant renewals and betterments are
      capitalized. Deduction is made for retirements resulting from renewals or
      betterments.





**Impairment
      of Long-Lived Assets**





Long-lived
      assets, primarily fixed assets and intangible assets, are reviewed for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of the assets might not be recoverable. The Company does not
      perform a periodic assessment of assets for impairment in the absence of such
      information or indicators. Conditions that would necessitate an impairment
      assessment include a significant decline in the observable market value of
      an
      asset, a significant change in the extent or manner in which an asset is used,
      or a significant adverse change that would indicate that the carrying amount
      of
      an asset or group of assets is not recoverable. For long-lived assets to be
      held
      and used, the Company recognizes an impairment loss only if its carrying amount
      is not recoverable through its undiscounted cash flows and measures the
      impairment loss based on the difference between the carrying amount and
      estimated fair value.





**Earnings
      (Loss) Per Share of Common Stock**





Basic
      net
      earnings (loss) per common share is computed using the weighted average number
      of common shares outstanding. Diluted earnings per share (EPS) includes
      additional dilution from common stock equivalents, such as stock issuable
      pursuant to the exercise of stock options and warrants. Common stock equivalents
      will not be included in the computation of diluted earnings per share when
      the
      Company reports a loss because to do so would be anti-dilutive for periods
      presented. For the year ended December 31, 2007 these common stock equivalents
      are derived from stock options of 10,200,000, warrants of 149,100,000 and
      convertible debentures of 2,483,016,038 .





**Stock-Based
      Compensation**





The
      Company complies with Statement of Financial Accounting Standards No. 123
      (Revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires that
      compensation cost related to share-based payment transactions be recognized
      in
      the financial statements. Share-based payment transactions within the scope
      of
      SFAS 123R include stock options, restricted stock plans, performance-based
      awards, stock appreciation rights, and employee share purchase plans.





F-13




**Recent
      Accounting Pronouncements**




In
      July
      2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for
      Uncertainty in Income Taxes.” This interpretation requires recognition and
      measurement of uncertain income tax positions using a “more-likely-than-not”
approach. FIN No. 48 is effective for fiscal years beginning after December
      15,
      2006. The Company adopted FIN No. 48 on January 1, 2007 and this new standard
      did not have a material impact on our financial statements.





In
      September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
      standard defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosure about fair
      value measurements. This statement is effective for financial statements issued
      for fiscal years beginning after November 15, 2007. Early adoption is
      encouraged. The adoption of SFAS 157 is not expected to have a material impact
      on the consolidated financial statements.








In
      February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities - Including an amendment of FASB Statement
      No.
      115”, (“FAS 159”) which permits entities to choose to measure many financial
      instruments and certain other items at fair value at specified election dates.
      A
      business entity is required to report unrealized gains and losses on items
      for
      which the fair value option has been elected in earnings at each subsequent
      reporting date. This statement is expected to expand the use of fair value
      measurement. FAS 159 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, and interim periods within those fiscal
      years.





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
      141 (R)”), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities
      acquired in a business combination, contingent consideration, and certain
      acquired contingencies to be measured ath their fair values as of the date
      of
      acquisition. SFAS 141 (R) also requires that acquisition-related costs and
      restructuring costs be recognized separately from the business combination.
      SFAS
      141 (R) is effective for fiscal years beginning after December 15, 2008 and
      will
      be effective for business combinations entered into after January 1,
      2009.





In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
      consolidated Financial Statements, an Amendment of ARB No. 51” (“SFAS 160”).
      SFAS 160 clarifies the accounting for non-controlling interests and establishes
      accounting and reporting standards for the non-controlling interest in a
      subsidiary, including classification as a component of equity. SFAS 160 is
      effective for fiscal years beginning after December 15, 2008. The company does
      not currently have any minority interests.





F-14




**NOTE
      3 -** **FIXED
      ASSETS**





Fixed
      assets as of December 31, 2007 and 2006 were as follows:





**Estimated****Useful****Lives(Years)**
            
            **31-Dec-07**
            
            **31-Dec-06****Equipment**
            
            
            **5**
            
            
            **217,497**
            
            
            **183,112****Furniture
                and Fixture**
            
            
            **7**
            
            
            **143,709**
            
            
            **94,905****Business
                Software**
            
            
            **3-10**
            
            
            **980,216**
            
            
            **765,390****Computer
                Hardware**
            
            
            **5**
            
            
            **423,835**
            
            
            **314,915****Leasehold
                Improvement**
            
            
            **5**
            
            
            **34,573**
            
            
            **25,647****1,799,830**
            
            
            **1,383,969****Less:
                accumulated depreciation**
            
            
            
            
            
            **1,107,619**
            
            
            **715,866****Fixed
                Assets, net**
            
            
            
            
            
            **692,210**
            
            
            **668,103**





There
      was
      $149,274 and $169,476 charged to continuing operations for depreciation expense
      during the years ended December 31, 2007 and 2006 respectively.





**NOTE
      4 -** **CONVERTIBLE
      DEBENTURES AND DERIVATIVE LIABILITY**





On
      July
      12, 2004, the Company secured an $11,000,000 financing commitment from Yorkville
      Advisors. The terms of the transaction called for the Company to receive initial
      funding in the amount of $1,000,000 payable in three (3) installments: $450,000
      payable at closing; $400,000 payable upon the filing of a registration statement
      and the remaining $150,000 payable upon the registration statement becoming
      effective, which occurred October 1, 2004.





The
      convertible debentures were secured by all of the Company’s assets, bearing
      interest at 5% per annum, repayable on their third anniversary dates of July
      12,
      2007, September 1, 2007, and October 1, 2007, respectively. The Company had
      the
      option of converting the principal amounts and all accrued interest before
      these
      maturity dates, and has converted the entire amount to common
      shares.





As
      part
      of the transaction, the Company secured a $10,000,000 Standby Equity
      Distribution Agreement (“SEDA”). The Company could draw these funds under the
      SEDA over a 24-month period upon the effective registration. The proceeds of
      the
      SEDA were used to finance existing and future acquisitions, capital
      expenditures, increases in inventory and general working capital. The Company
      issued 258,098 shares of its common stock in connection with the SEDA as
      financing costs.




F-15





The
      Company received $8,125,000 under three promissory notes. The Company received
      the initial promissory note of $2,000,000 in the fourth quarter of 2004; the
      second promissory note of $500,000 was received in the first quarter of 2005;
      and a third promissory note of $5,625,000 was received in July 2005. The first
      and second promissory notes were repaid, and the third promissory note was
      restructured under a new financing agreement dated December 13,
      2005.





On
      December 13, 2005, the Company entered into a certain Securities Purchase
      Agreement (“SPA”) with Yorkville Advisors (“YA”), pursuant to which YA was
      issued $9,225,000 in secured convertible debentures dated December 13, 2005
      under the SPA. Under the SPA, the Company and YA entered into various agreements
      as described below. The convertible debentures are convertible in whole or
      in
      part, at any time and from time to time before maturity at the option of the
      holder at the lesser of $0.275 or ninety-five percent (95%) of the lowest volume
      weighted price of the common stock for the thirty trading days immediately
      preceding such conversion date. The convertible debentures which are secured
      by
      certain pledged assets of the Company have a term of three (3) years, have
      piggy-back registration rights and accrue interest at a rate of ten percent
      (10%) per annum. In connection with the convertible debentures, the Company
      issued 1,250,000 shares of common stock as financing fees. The amount funded
      included the restructuring of the third promissory note funded in July 2005
      of
      $5,625,000 plus interest of $225,000 plus an additional funding of $3,375,000.





On
      July
      28, 2006, the Company entered into a second SPA with Yorkville Advisors (“YA”)
      pursuant to which the Company issued to YA $3,000,000 in secured convertible
      debentures dated as of July 28, 2006. The debentures were fully funded on July
      28, 2006, are convertible, in whole or in part, at any time from time to time
      before maturity at the option of the holder at the lesser of (a) $0.20 or (b)
      90% of the lowest volume weighted average price of common stock for thirty
      trading days immediately preceding the conversion date. The Company has the
      option to redeem a portion or all of the amounts outstanding under the
      debentures prior to the maturity date of the debentures. The debentures have
      a
      term of three years, piggy-back registration rights and accrue interest at
      a
      rate equal to ten percent (10%) per year. The debentures are secured by certain
      pledged assets of the Company. The parties have also entered into an Investor
      Registration Rights Agreement, pursuant to which the Company has agreed, if
      required by YA, to provide certain registration rights under the Securities
      Act
      of 1933, as amended, and the rules and regulations there under, and applicable
      state securities laws.





In
      connection with the SPA, the Company also issued YA the following warrants
      to
      purchase shares of common stock:





a)
            5,000,000
                at $0.11;


b)
            10,000,000
                at $0.13;


c)
            10,000,000
                at $0.15; and


d)
            5,000,000
                at $0.18





On
      July
      3, 2007, the Company entered into a third Securities Purchase Agreement ("SPA")
      with Yorkville Advisors (“YA”) pursuant to which the Company issued to YA Three
      Million Dollars ($3,000,000) in secured convertible debentures (the
      "Debentures"). The Debentures were fully funded on July 3, 2007. The Debentures
      are convertible, in whole or in part, at any time and from time to time before
      maturity at the option of the holder at the lower of (a) $0.035 or (b)
      ninety-five percent (90%) of the lowest volume weighted average price of common
      stock for twenty (20) trading days immediately preceding the conversion date.
      Beginning on August 2, 2007, and continuing on the first Trading Day of each
      calendar month thereafter, the Company shall make mandatory redemptions
      ("Mandatory Redemption") consisting of outstanding principal. The principal
      amount of each Mandatory Redemption shall be equal to $100,000 per calendar
      month, until all amounts owed under this Debenture have been paid in full.
      The
      Debentures have a term of three (3) years, piggy-back registration rights and
      accrue interest at a rate equal to twelve percent (12%) per year. The Debentures
      are secured by certain pledged assets of the Company. The Parties have also
      entered into an Investor Registration Rights Agreement, pursuant to which the
      Company has agreed, if required by YA, to provide certain registration rights
      under the Securities Act of 1933, as amended, and the rules and regulations
      thereunder, and applicable state securities laws.




F-16





In
      connection with the SPA the Company also issued YA a warrant to purchase
      50,000,000 shares of the Company's common stock at an exercise price of $0.03;
      a
      warrant to purchase 30,000,000 shares of the Company's common stock at an
      exercise price of $0.05; and issued 4,000,000 restricted shares of the Company's
      common stock to YA.





Through
      December 31, 2007 $2,683,000 of the debt has been converted to equity and
      $416,687 has been repaid. Accordingly, as of December 31, 2007, the Company
      has
      $12,125,313 outstanding in convertible debentures. During the year ended
      December 31, 2007, $1,133,000 of convertible debentures were converted into
      29,962,486 shares of common stock.





*Secured
      Convertible Debenture* .
      The
      Company entered into a secured convertible debenture in the principal amount
      of
      $9,225,000 dated December 13, 2005 and due December 13, 2008. The debenture
      carries an interest rate of 10%. The Company has an option to redeem a portion
      or all amounts outstanding under the amended and restated convertible debenture
      upon three days advance written notice. The Company shall pay an amount equal
      to
      the principal amount being redeemed plus a redemption premium of twenty percent
      (20%) of the principal amount being redeemed plus accrued and unpaid interest.
      The Company may not redeem more than $1,500,000 during any fifteen (15)
      consecutive trading days.





Under
      the
      terms of the convertible debenture so long as any principal amount or interest
      is owed, the Company cannot, without the prior consent of YA (i) issue or sell
      any common or preferred stock with or without consideration, (ii) issue or
      sell
      any preferred stock, warrant, option, right, contract or other security or
      instrument granting the holder thereof the right to acquire common stock with
      or
      without consideration, (iii) enter into any security instrument granting the
      holder of security interest in any of the Company’s assets or (iv) file any
      registration statement on Form S-8, except for a registration statement on
      Form
      S-8 registering up to 2,000,000 shares of common stock under an Employee Stock
      Option Plan. Under the terms of the convertible debenture there are a series
      of
      events of default, including failure to pay principal and interest when due,
      the
      Company’s common stock ceasing to be quoted for trading or listing on the OTCBB
      and shall not again be quoted or listed for trading within five days trading
      days of such listing, the Company being in default of any other debentures
      that
      the Company has issued to YA.




F-17





*Investor
      Registration Rights Agreement* .
      On
      December 13, 2005 the Company entered into an investor registration rights
      agreement with YA. Under the terms of the registration rights agreement the
      Company was obligated to register on Form SB-2 or any other applicable form
      the
      shares of its common stock issuable to YA upon conversion of at least
      235,000,000 shares of common stock under the $9,225,000 convertible debenture,
      1,250,000 shares of common stock issued under the SEDA and 33,000,000 shares
      of
      common stock issued upon the exercise of the warrant shares to be issued under
      the warrant to YA. The Company filed with the SEC all reports or other documents
      required under the Securities Act of 1933, as amended and the Securities
      Exchange Act of 1934, as amended to allow YA to take advantage of Rule 144
      under
      the Securities Act of 1933 (as amended).





*Amended
      and Restated Security Agreement* .
      The
      Company entered into an amended security agreement dated December 13, 2005
      with
      YA. This agreement amends the agreement entered into on July 15, 2005 between
      these two parties.





*Amended
      and Restated Pledge and Escrow Agreement* .
      The
      Company entered into a pledge and escrow agreement dated December 13, 2005
      with
      YA, Visioneer Holding Group, Inc. and David Gonzales, Esq., acting as escrow
      agent. Under the terms of the pledge and escrow agreement, the Company and
      Visioneer pledged 30,000,000 of their shares of common stock of the Company
      to
      secure the Company’s obligations under the convertible debenture issued to YA.
      These shares are being held by David Gonzales, Esq., who is a principal with
      YA.
      In the event of default under the pledge and escrow agreement, that includes
      failure of the Company to comply with any of the agreements between themselves
      and YA, the pledged shares can be sold to cover any of the obligations owed
      by
      the Company to YA under the various financing agreements discussed here. The
      pledged shares shall be returned to the parties upon payment in full of all
      amounts owed to YA under the convertible debentures.





*Warrant* .
      The
      Company issued a warrant dated December 13, 2005 for 33,000,000 shares of its
      common stock (subject to adjustment for stock splits, stock dividends and
      recapitalizations) to YA at exercise prices ranging between $.20 and $0.38
      per
      share. The warrant is exercisable until December 13, 2008. YA cannot exercise
      the warrant if doing so would cause it to beneficially own in excess of 4.99%
      of
      the total issued and outstanding shares of the Company’s common stock unless the
      exercise is made within sixty days prior to December 13, 2008. The shares issued
      upon excise of the warrant have piggyback and demand registration rights set
      forth in the registration rights agreement described above.





*Securities
      Purchase Agreement* .
      The
      Company entered into a securities purchase agreement dated December 13, 2005
      with YA. The securities purchase agreement relates to the $9,225,000 secured
      convertible debenture described above. In accordance with the securities
      purchase agreement, the Company agreed to enter into (i) an amended and restated
      investor registration rights agreement to provide registration rights under
      the
      Securities Act of 1933, as amended, for shares of the Company’s common stock
      that could be issued upon conversion of the amounts owed for principal and
      interest under the convertible debentures described above, (ii) an amended
      and
      restated security agreement to provide a blanket lien against our property
      as
      described above, (iii) an amended and restated pledge and escrow agreement
      under
      which the Company and Visioneer pledged his shares of the Company’s common stock
      to YA, and (iv) an amended and restated security agreement among the Company
      and
      YA. Under the securities purchase agreement the Company agreed to preserve
      an
      adequate number of shares to effect any right of conversion exercised by YA
      under the warrant and the convertible debenture described above. The Company
      also agreed to pay Yorkville Advisors Management, LLC, a company affiliated
      with
      YA Capital, a fee equal to $342,500.




F-18





*Amended
      and Restated Subsidiary Security Agreement* .
      The
      Company entered into an amended and restated subsidiary security agreement
      dated
      December 13, 2005. The material terms of the amended and restated subsidiary
      security agreement are the same as the security agreement that the Company
      executed with YA.





Each
      of
      the three convertible debentures meet the definition of hybrid instruments,
      as
      defined in SFAS 133, *Accounting
      for Derivative Instruments and Hedging Activities* (SFAS
      No. 133). The hybrid instruments are comprised of a i) a debt instrument, as
      the
      host contract and ii) an option to convert the debentures into common stock
      of
      the Company, as an embedded derivative. The embedded derivative derives its
      value based on the underlying fair value of the Company’s common stock. The
      Embedded Derivative is not clearly and closely related to the underlying host
      debt instrument since the economic characteristics and risk associated with
      this
      derivative are based on the common stock fair value. The Company has separated
      the embedded derivative from the hybrid instrument and classified the Embedded
      Derivative as a current liability with an offsetting debit to debt discount,
      which will be amortized over the term of the debenture based on the effective
      interest method.





The
      embedded derivatives do not qualify as a fair value or cash flow hedge under
      SFAS No. 133. Accordingly, changes in the fair value of the embedded derivative
      are immediately recognized in earnings and classified as a gain or loss on
      the
      embedded derivative financial instrument in the accompanying statements of
      operations. There was a gain of $3,728,661 and $3,527,249 respectively
      recognized for the year ended December 31, 2007 and 2006





The
      Company determines the fair value of the embedded derivatives and records them
      as a discount to the debt and a derivative liability on the date of issue.
      The
      Company recognizes an immediate financing expense for any excess in the fair
      value of the derivatives over the debt amount.





The
      allocation of the proceeds of the convertible debenture to the warrants and
      the
      conversion feature resulted in discounts to the convertible debenture of
      $7,779,174, $3,000,000, and $3,000,000 for the $9,225,000, $3,000,000 and
      $3,000,000 convertible debentures, respectively, on the date of issuance and
      is
      being amortized to par using the effective interest method. The amortization
      for
      the years ended December 31, 2007 and 2006 amounted to $3,737,410 and
      $2,747,485, respectively. Additionally, in July 2007 the Company recognized
      a
      financing expense of $871,261 representing the excess of the fair value of
      the
      derivative instruments in the July 2007 debentures, over the debt
      proceeds.





Upon
      conversion of the debt to equity, any remaining unamortized discount is charged
      to interest expense




F-19





The
      derivative liability at December 31, 2007 is comprised of the
      following:





i)
      The
      embedded derivative associated with the December 2005 $9,225,000 convertible
      debenture at fair value of $3,607,764; ii) the embedded derivative associated
      with the July 2006 $3,000,000 convertible debenture at fair value of $1,792,075;
      iii) the embedded derivative associated with the July 2007 $3,000,000
      convertible debenture at fair value of $1,543,279; iv) 33,000,000 warrants
      issued in conjunction with the $9,225,000 convertible debenture at fair value
      of
      $917; v) 30,000,000 warrants issued in conjunction with the July 2006 $3,000,000
      convertible debenture at fair value of $2,991; and vi) 80,000,000 warrants
      issued in conjunction with the July 2007 $3,000,000 convertible debenture at
      fair value of $129,571





Interest
      expense on the convertible debentures was $2,678,434 and $2,164,281 for the
      years ended December 31, 2007 and 2006. Accrued interest at December 31, 2007
      is
      $2,201,868





There
      was
      a gain on the derivative liabilities of $3,728,661 and $3,527,249, respectively
      recognized for the years ended December 31, 2007 and 2006.




The
      summary of convertible debentures is as follows at December 31,
      2007:





$9,225,000
                Convertible Debenture, net of $2,683,000 conversions andunamortized
                discount of $1,303,599 at 10% interest per annum dueDecember
                2008
            
            $
            5,238,401$3,000,000
                Convertible Debenture, net of unamortizeddiscount
                of $1,649,155 at 10% interest per annum due July 2009
            
            
            1,350,845$3,000,000
                Convertible Debenture, net of $416,687 redemption and
                unamortizeddiscount
                of 2,183,435 at 12% interest per annum due July 2010
            
            
            399,8786,989,124Less:
                Current maturities
            
            
            (5,238,401
            )Long-term
                portion
            
            $
            1,750,723Maturities
                over the next three years is as follows:December
                31,2008
            
            
            7,742,0002009
            
            
            4,200,0002010
            
            
            183,313$
            12,125,313




F-20




**NOTE
      5-** **SHAREHOLDERS’
      EQUITY**





The
      Company has 1,500,000,000 shares authorized of common stock with a par value
      of
      $0.001. As of March 17, 2007, the Company has 212,864,562 shares of common
      stock
      issued and outstanding.





During
      the year ended December 31, 2007 the Company issued the following **** shares:





January
      8, 2007 the Company issued 5,555 shares to an employee in connection with bonus
      earned. Shares were valued at $445.





January
      8, 2007 the Company issued 11,111 shares to an employee in connection with
      bonus
      earned. Shares were valued at $890.





January
      8, 2007 the Company issued 444,000 shares to a non-related third party in
      connection to services rendered. Shares were valued at $35,520.





January
      30, 2007 the Company issued 1,345,895 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $100,000.





February
      22, 2007 the Company issued 1,492,537 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $100,000.





March
      5,
      2007 the Company issued 3,703,704 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $200,000.





March
      21,
      2007 the Company issued 1,851,852 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $100,000.





March
      28,
      2007 the Company issued 454,485 shares in connection with bonuses earned by
      employees. Shares were valued at $36,359.





April
      2,
      2007 the Company issued 2,500,000 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $135,000.





April
      11,
      2007 the Company issued 175,000 shares to its directors for services rendered.
      Shares were valued at $10,500.





April
      12,
      2007 the Company issued 2,314,815 shares of common stock to YA in connection
      with the conversion of convertible debentures in the amount of
      $125,000.





April
      26,
      2007 the Company issued 106,351 shares to a non-related third party in
      connection to services rendered. Shares were valued at $5,317.




F-21





May
      17,
      2007 the Company issued 4,166,667 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of
      $170,000.





May
      18,
      2007 the Company issued 106,351 shares to a non-related third party in
      connection to services rendered. Shares were valued at $4,254.





July
      03,
      2007 the Company issued 4,000,000 shares to YA as a fee in connection with
      the
      $3,000,000 loan on July 3, 2007. Shares were valued at $160,000.





July
      16,
      2007 the Company issued 1,470,588 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $35,000





September
      12, 2007 the Company issued 1,173,709 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $25,000.





September
      26, 2007 the Company issued 2,808,989 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $50,000.





October
      11, 2007 the Company issued 2,937,063 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $42,000.





October
      22, 2007 the Company issued 325,000 shares to its directors for services
      rendered. Shares were valued at $6,500.





October
      31, 2007 the Company issued 1,280,000 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $16,000.





November
      15, 2007 the Company issued 2,916,667 shares of common stock to YA in connection
      with conversion of convertible debentures in the amount of $35,000.





F-22




**Stock
      Options**





As
      of
      December 31, 2007, the Company has 10,200,000 stock options issued to employees
      granted and outstanding. Of these options, 2,000,000 were granted in 2007,
      2,485,000 were forfeited in 2007, 2,250,000 were granted in 2006, 3,500,000
      were
      forfeited in 2006 .


Balance,
                  Janaury 1, 2006
              
              
              11,935,000Granted
              
              
              2,250,000Exercised
              
              
              -Forfeited
              
              
              (3,500,000
              )Balance,
                  December 31, 2006
              
              
              10,685,000Balance,
                  Janaury 1, 2007
              
              
              10,685,000Granted
              
              
              2,000,000Exercised
              
              
              -Forfeited
              
              
              (2,485,000
              )Balance,
                  December 31, 2007
              
              
              10,200,000





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:


**December
                  31,**
              
              **December
                  31,****2007**
              
              **2006**Dividend
                  yield
              
              
              0.00
              %
              
              0.00
              %Expected
                  volatility
              
              
              75.00
              %
              
              75.00
              %Risk
                  free interest rates
              
              
              3.50
              %
              
              3.50
              %Expected
                  lives (years)
              
              
              3
              
              
              3




F-23


**Number
                    of**
                
                **Exercise**
                
                **Date**
                
                **Term**
                
                **Vesting****Options**
                
                **Price**
                
                **Issued**
                
                **Date**
                
                **Date**2,000,000
                
                $
                0.38
                
                
                Nov-04
                
                
                Jun-08
                
                
                Jun-052,500,000
                
                $
                0.40
                
                
                Nov-04
                
                
                Jun-09
                
                
                Jun-06750,000
                
                $
                0.21
                
                
                Jun-05
                
                
                Sep-08
                
                
                Sep-051,000,000
                
                $
                0.21
                
                
                Jun-05
                
                
                Dec-08
                
                
                Dec-0550,000
                
                $
                0.21
                
                
                Jun-05
                
                
                Nov-08
                
                
                Dec-0550,000
                
                $
                0.21
                
                
                Jun-05
                
                
                Nov-08
                
                
                Dec-051,250,000
                
                $
                0.23
                
                
                Jun-05
                
                
                Dec-09
                
                
                Dec-06150,000
                
                $
                0.21
                
                
                Nov-05
                
                
                May-09
                
                
                May-06150,000
                
                $
                0.22
                
                
                Nov-05
                
                
                Nov-09
                
                
                Nov-06150,000
                
                $
                0.23
                
                
                Nov-05
                
                
                May-10
                
                
                May-07150,000
                
                $
                0.24
                
                
                Nov-05
                
                
                Nov-10
                
                
                Nov-07400,000
                
                $
                0.07
                
                
                Mar-07
                
                
                Sep-10
                
                
                Sep-07400,000
                
                $
                0.08
                
                
                Mar-07
                
                
                Mar-11
                
                
                Mar-08400,000
                
                $
                0.10
                
                
                Mar-07
                
                
                Mar-12
                
                
                Mar-09400,000
                
                $
                0.12
                
                
                Mar-07
                
                
                Mar-13
                
                
                Mar-10400,000
                
                $
                0.15
                
                
                Mar-07
                
                
                Mar-14
                
                
                Mar-1110,200,000Stock
                    options vested and exerciseable 2007
                
                
                8,600,000Stock
                    options exerciseable - weighted average price
                
                $
                0.25
 **Warrants**




The
      Company granted 33,000,000 warrants to YA in connection with the SPA entered
      into December 13, 2005. The warrants expire December 13, 2008. The Company
      also
      granted 30,000,000 warrants to YA in connection with the SPA entered into July
      28, 2006. These warrants expire July 28, 2009. In addition, the Company issued
      2,000,000 warrants for the purpose of trying to raise capital for the Company
      and 4,100,000 to a consultant of the Company for services rendered.
      Additionally, the Company issued warrants to Yorkville Advisors in connection
      with SPA entered into in July 2007 for 50,000,000 and 30,000,000. These warrants
      expire July 3, 2012. The following is a breakdown of the warrants:




F-24




**Exercise**
              
              **Date****Warrants**
              
              **Price**
              
              **Issued**
              
              **Term**9,000,000
              
              $
              0.25
              
              
              12/13/2005
              
              
              3
                  years4,000,000
              
              $
              0.20
              
              
              12/13/2005
              
              
              3
                  years10,000,000
              
              $
              0.38
              
              
              12/13/2005
              
              
              3
                  years10,000,000
              
              $
              0.25
              
              
              12/13/2005
              
              
              3
                  years1,000,000
              
              $
              0.4485
              
              
              1/1/2006
              
              
              5
                  years1,000,000
              
              $
              0.6728
              
              
              1/1/2006
              
              
              5
                  years5,000,000
              
              $
              0.11
              
              
              7/28/2006
              
              
              3
                  years10,000,000
              
              $
              0.13
              
              
              7/28/2006
              
              
              3
                  years10,000,000
              
              $
              0.15
              
              
              7/28/2006
              
              
              3
                  years5,000,000
              
              $
              0.18
              
              
              7/28/2006
              
              
              3
                  years4,100,000
              
              $
              0.15
              
              
              9/26/2006
              
              
              3
                  years50,000,000
              
              $
              0.03
              
              
              7/3/2007
              
              
              5
                  years30,000,000
              
              $
              0.05
              
              
              7/3/2007
              
              
              5
                  years149,100,000




**NOTE
      6 -** **COMMITMENTS
      AND CONTINGENCIES**





**Legal
      Proceedings**





The
      following proceedings have been instigated against the Company. The Company
      does
      not believe that the following legal proceedings have a materially adverse
      impact on the Company’s business or on its results of its operations.





The
      following proceedings have been instigated against the Company. The Company
      does
      not believe that the following legal proceedings have a materially adverse
      impact on the Company’s business or on its results of its
      operations.





*Proposed
      Tax Assessment* :
      3577996
      Canada, Inc. which the Company had acquired substantially all of their assets,
      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 $642,000 (CND $) and penalties of
      approximately $110,000 (CND $). The proposed tax assessment including penalties
      is for $322,000 (CND $) for QST and $320,000 (CND $) for GST. In mid to late
      2006, the MRQ issued Amended Reassessments after the Company contested. 
These amounts were reduced (including penalties) to approximately QST $350,000
      (CND $) and GST $308,000 (CND $).  The Company again contested these
      Amended Reassessments and 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.





*Wrongful
      Dismissal* :
      A
      former employee of a subsidiary of the Company, has instigated a claim in Quebec
      Superior Court in the amount of $90,000 (CND $) against the Company for wrongful
      dismissal. The Company does not believe the claim to be founded and intends
      to
      vigorously contest such claim. The parties are in the discovery
      stages.




F-25






*Consulting
      Fee* :
      On
      April 13, 2005, a lawsuit was filed in the United States District Court,
      District of New Jersey (Newark) (Case No. 05-2058) by Howard Salamon d/b/a
      “Salamon Brothers” (as the plaintiff) against the Company. This matter arises
      out of an alleged agreement between the plaintiff and the Company. The plaintiff
      is seeking specific performance of the alleged agreement, monetary damages
      and a
      declaratory judgment for the payment of a commission allegedly due to the
      plaintiff in an amount equal to 10% of all funds received by the Company from
      YA. The Company has filed a counterclaim against the plaintiff seeking
      rescission of the alleged agreement and a refund of $100,000 paid by the Company
      to the plaintiff. The Company believes that this lawsuit is without merit,
      that
      the plaintiff’s claims are unfounded and that the Company has good defenses
      against the claims asserted by the plaintiff. The Company also believes that
      it
      has good claims for the rescission of the agreement and for the refund of the
      amount paid to the plaintiff. The Company intends to contest and defend against
      the plaintiff’s claims. The foregoing notwithstanding, total liability to the
      Company, should it lose the lawsuit, could reach a maximum of 10% of all funds
      received by YA.





*Contract
      Dispute* :
      Former
      vendor filed a lawsuit in Miami-Dade County, Florida against the Company’s
      subsidiary, Teleplus Wireless, Corp. for nonpayment of an employment fee in
      the
      amount of $14,000. The Company is reviewing the merits of said lawsuit and
      will
      vigorously defend the case.





*Commissions
      Dispute* :
      Former
      telemarketing vendor has filed suit in Miami-Dade County, Florida against the
      Company’s subsidiary Teleplus Wireless, Corp. alleging non payment of $16,202.00
      in commissions. The Company formally cancelled this agreement and disputes
      the
      commissions are owed to vendor and will vigorously defend the case.





*Commissions
      Dispute* :
      Former
      vendor has filed suit against the Company’s subsidiary Teleplus Wireless, Corp.
      for non payment of $35,000.00 contingency fee. The Company is reviewing the
      merits of said lawsuit and will vigorously defend the case.





*Breach
      of Contract* :
      A
      former vendor of the Company’s subsidiary Teleplus Wireless Corp. has filed a
      lawsuit in Miami-Dade County, Florida for $110,783.90 for consulting and
      Investor Relations work performed. The Company does not believe the claim to
      be
      founded and intends to vigorously contest such claim.





**Operating
      Lease**





The
      Company has several non-cancelable operating leases, primarily for office space
      and storage that expire through December 31, 2012 These leases require the
      Company to pay all operating costs such as insurance and
      maintenance.





Future
      minimum lease payments under the non-cancelable leases as of December 31, 2007
      are:




F-26





**Period
                  Ending****December
                  31,**2008
              
              $
              160,0162009
              
              
              153,4732010
              
              
              138,9292011
              
              
              131,1142012
              
              
              132,570$
              716,102





**Rent
      expense for the years ended December 31, 2007 and 2006 was $136,146 and
      $199,895, respectively.**





**NOTE
      7 -**  **PROVISION
      FOR INCOME TAXES**





Deferred
      income taxes are determined using the liability method for the temporary
      differences between the financial reporting basis and income tax basis of the
      Company’s assets and liabilities. Deferred income taxes are measured based on
      the tax rates expected to be in effect when the temporary differences are
      included in the Company’s tax return. Deferred tax assets and liabilities are
      recognized based on anticipated future tax consequences attributable to
      differences between financial statement carrying amounts of assets and
      liabilities and their respective tax bases.





At
      December 31, 2007, deferred tax assets consist of the following:


Net
                  operating losses
              
              $
              5,500,000Amortization
                  of goodwill
              
              
              (843,571
              )Valuation
                  allowance
              
              
              (4,656,429
              )$
              -




At
      December 31, 2007, the Company had a net operating loss carryforward in the
      approximate amount of $10,000,000, available to offset future taxable income
      through 2025. The Company established valuation allowances equal to the full
      amount of the deferred tax assets due to the uncertainty of the utilization
      of
      the operating losses in future periods.





A
      reconciliation of the Company’s effective tax rate as a percentage of income
      before taxes and federal statutory rate for the years ended December 31, 2007
      and 2006 is summarized as follows:




2007
            
            2006Federal
                statutory rate
            
            
            (34.0
            )%
            
            (34.0
            )%State
                income taxes, net of federal benefits
            
            
            0.0
            
            
            0.0Valuation
                allowance
            
            
            34.0
            
            
            34.00
            %
            
            0
            %




F-27




**NOTE
      8 -** **DISCONTINUED
      OPERATIONS**





On
      January 13, 2006, Retail filed in Canada a Notice of Intention to Make a
      Proposal Under the Bankruptcy and Insolvency Act (Canada) (the “Act”). This was
      done to divest the Company of its retail division. As a result, Retail was
      deemed to have made an assignment of its assets to its creditors under the
      Act
      and discontinued its operations as of February 12, 2006. The retail operations
      will no longer be a segment of the Company’s business for the year ending
      December 31, 2006. Therefore, the Company reclassified as discontinued
      operations the operating results of this division.





In
      December, 2007, the Company announced the intent to sell or close the wireless
      operations in the U.S. On December 21, 2007 the Company advised its shareholders
      that the Company has decided to exit the MVNO (Mobile Virtual Network Operator)
      business segment (the "MVNO Segment") operated by its Liberty Wireless and
      Maximo Impact brands. Market conditions for this segment of the Company's
      operations have become adverse in the last few months making it difficult for
      the Company to turn a profit in the MVNO Segment. Notwithstanding the Company's
      efforts over the last few months to improve the performance of the MVNO Segment
      the Company does not believe it will turn a profit in that segment in the
      foreseeable future. Company intends to focus its efforts on its core
      telecommunication service which represents the bulk of the company's revenues,
      is profitable and provides good cash flows to fund ongoing operations. Exiting
      the MVNO Segment (which has been operating at a loss) will improve the Company's
      profitability and cash flow although it will reduce the Company's annual
      revenues by about $4.5 million dollars. On January 15, 2008 the Company
      completed the sales of substantially all the assets of the wireless operations
      in the U.S. to COZAC, LLC. The assets included customer lists, assumed airtime
      contracts, trade names, domain names, logo, marketing reports and customer
      collateral. The purchased price payable by purchaser to vendor for the purchased
      assets is satisfied by the purchaser assuming the liabilities as of the date
      of
      this agreement under the Sprint agreement, the MVNO Sherpa agreement, and the
      assumption of liabilities owed to the vendor “People Support”.





The
      following represents the comparative operating results of these divisions for
      the years ended December 31, 2007 and 2006 that is reflected as discontinued
      operations.




F-28


Retails
              
              Wireless
              
              Total2007
              
              2007
              
              2007Net
                  Revenues
              
              
              0
              
              
              4,730,055
              
              
              4,730,055Cost
                  of Revenues
              
              
              
              
              
              3,441,876
              
              
              3,441,876General
                  , Administrative and Selling
              
              
              
              
              
              2,310,420
              
              
              2,310,420Enterpise
                  losses from gst/qst assessment
              
              
              48,103
              
              
              
              
              
              48,103Depreciation
                  and Amortization
              
              
              
              
              
              149,444
              
              
              149,444Interest
                  Expense
              
              
              
              
              
              2,563
              
              
              2,563Write
                  Down of Goodwill
              
              
              
              
              
              843,571
              
              
              843,57148,103
              
              
              6,747,874
              
              
              6,795,977Loss
                  before income taxes
              
              
              (48,103
              )
              
              (2,017,819
              )
              
              (2,065,922
              )Provision
                  for income taxes
              
              
              0
              
              
              0
              
              
              0Net
                  (Loss) Gain on Discontinued Operations
              
              
              (48,103
              )
              
              (2,017,819
              )
              
              (2,065,922
              )
  Retails
              
              
              Wireless
              
              
              Total2006
              
              
              2006
              
              
              2006Net
                  Revenues
              
              
              290,143
              
              
              8,766,297
              
              
              9,056,440Cost
                  of Revenues
              
              
              13,667
              
              
              4,616,210
              
              
              4,629,877General
                  , Administrative and Selling
              
              
              516,928
              
              
              3,428,184
              
              
              3,945,112Enterpise
                  losses from gst/qst assessment
              
              
              0
              
              
              
              
              
              0Depreciation
                  and Amortization
              
              
              
              
              
              133,273
              
              
              133,273Interest
                  Expense
              
              
              
              
              
              11
              
              
              11Write
                  Down of Assets and Liabilities
              
              
              27,044
              
              
              
              
              
              27,044557,639
              
              
              8,177,678
              
              
              8,735,317Loss
                  before income taxes
              
              
              (267,496
              )
              
              588,619
              
              
              321,123Provision
                  for income taxes
              
              
              0
              
              
              0
              
              
              0Net
                  (Loss) Gain on Discontinued Operations
              
              
              (267,496
              )
              
              588,619
              
              
              321,123




The
      Company will have available loss carryforwards from the remaining business
      entities of the retail division that have not declared bankruptcy. The Company’s
      intention is to apply these losses against future profits from its remaining
      business operations.





Summary
      of Net Assets (Liabilities) Remaining





F-29




Retails
              
              Wireless
              
              TotalDecember
                  31
              
              December
                  31
              
              December
                  312007
              
              2007
              
              2007ASSETSCurrent
                  AssetsAccounts
                  receivable, net - trade
              
              
              
              
              
              70,063
              
              
              70,063Other
                  accounts receivable
              
              
              549
              
              
              48,407
              
              
              48,956Inventory
              
              
              
              
              
              72,380
              
              
              72,380Prepaid
                  expenses and other current assets
              
              
              
              
              
              74,441
              
              
              74,441Total
                  Current Asstes
              
              
              549
              
              
              265,291
              
              
              265,840Fixed
                  Assets, net of deprectiation
              
              
              0
              
              
              0
              
              
              0Other
                  Assets
              
              
              0
              
              
              900,000
              
              
              900,000Total
                  Assets
              
              
              549
              
              
              1,165,291
              
              
              1,165,840LIABILTIESAccounts
                  payable and accrued expenses
              
              
              0
              
              
              1,852,543
              
              
              1,852,543Current
                  portion of accrued acquisition obligations
              
              
              
              
              
              0
              
              
              0Unearned
                  revenue
              
              
              
              
              
              43,896
              
              
              43,896Total
                  Liabilities
              
              
              0
              
              
              1,896,439
              
              
              1,896,439Net
                  Assets (Liabilities) Remaining
              
              
              549
              
              
              (731,148
              )
              
              (730,599
              )






F-30




Retails
              
              Wireless
              
              TotalDecember
                  31
              
              December
                  31
              
              December
                  312006
              
              2006
              
              2006ASSETSCurrent
                  AsstesAccounts
                  receivable, net - trade
              
              
              
              
              
              64,902
              
              
              64,902Other
                  accounts receivable
              
              
              
              
              
              71,482
              
              
              71,482Inventory
              
              
              
              
              
              121,255
              
              
              121,255Prepaid
                  expenses and other current assets
              
              
              
              
              
              249,392
              
              
              249,392Total
                  Current Asstes
              
              
              0
              
              
              507,031
              
              
              507,031Fixed
                  Assets, net of deprectiation
              
              
              0
              
              
              93,276
              
              
              93,276Other
                  Assets
              
              
              0
              
              
              1,843,571
              
              
              1,843,571Total
                  Assets
              
              
              0
              
              
              2,443,878
              
              
              2,443,878LIABILTIESAccounts
                  payable and accrued expenses
              
              
              69,456
              
              
              1,640,032
              
              
              1,709,488Current
                  portion of accrued acquisition obligations
              
              
              
              
              
              250,000
              
              
              250,000Unearned
                  revenue
              
              
              
              
              
              281,784
              
              
              281,784Total
                  Liabilities
              
              
              69,456
              
              
              2,171,816
              
              
              2,241,272Net
                  Assets (Liabilities) Remaining
              
              
              (69,456
              )
              
              272,062
              
              
              202,606




**NOTE
      9 -** **SUBSEQUENT
      EVENTS** ****





TelePlus
      World, Corp. ("TelePlus" or "Company") advised shareholders on December 21,
      2008, of the Company's decision to exit the MVNO (Mobile Virtual Network
      Operator) business segment (the "MVNO Segment") operated by its Liberty Wireless
      and Maximo Impact brands. In this regard, effective January 15, 2008, the
      Company has sold its wireless assets to Cozac LLC for $1.3 million in assumption
      of liabilities relating to those assets. The Company intends to focus its
      efforts on its core telecommunication service which represents the bulk of
      the
      company's revenues, is profitable and provides good cash flows to fund ongoing
      operations.




F-31