3SOF

Huge couple of days so far that TLPE has had.

This is one we completely missed.
I had been watching this stock and the moment I stop. The move started.

Up on news             // TelePlus Closes Acquisition of Telizon, Deal to Increase Revenues by US $12 Million and EBITDA by US $2.2 Million
PrimeZone Media Network (Wed 8:11am

This little pup did a trick.

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Press Release Source: TelePlus Enterprises Inc.


TelePlus Announces Q2 Results -- Higher than Expected Sales Reached $3.5M for the Quarter (40% increase); YTD Sales reached $6.4M (32% increase)
Monday August 15, 4:25 pm ET


MONTREAL, Aug. 15, 2005 (PRIMEZONE) -- TelePlus Enterprises, Inc. (OTC BB:TLPE.OB - News) (http://www.teleplus.ca), a vertically integrated provider of wireless and landline communications products and services across North America, is pleased to announce its results for the 2nd quarter and YTD 2005.


Telecom Results - Operating Profits Reached 30% of Sales

Telecom sales for the 2nd quarter reached $563,468. Telecom EBITDA (earnings before depreciation, amortization and interest expenses) was positive $173,885 and net profit (before corporate overhead) was $171,669 (which is 30% of sales) as compared to no EBITDA and no net earnings contribution for the same period a year ago. Total number of subscriber lines at the end of the quarter reached 5,450. Telecom results include 3 months of operation of Freedom, and 1 month of operations from Avenue Reconnect, Inc. which was acquired in June 2005. These results do not include any revenues from Telizon, Inc. which was acquired in July.

Wireless Results - Sales Continued to Increase by 18%

Wireless sales for the 2nd quarter increased by $434,771 (or 18%) to $2,896,576 as compared to $2,461,805 for the same period a year ago. Wireless EBITDA was negative $310,355 and net loss (before corporate overhead and including one time charges for store consolidation) was $401,206 as compared to a negative EBITDA of $206,344 and a net loss (before corporate overhead) of $261,541 for the same period a year ago. Total number of wireless handset sales for the 2nd quarter reached 8,347 handsets, an increase of 22% compared to 6,831 handsets for the same period a year ago.

Consolidated Results - Positive Cash Flow Reached

Sales for the 2nd quarter increased by $998,239 (or 40%) to $3,460,044 as compared to $2,461,805 for the same period a year ago. Gross profit increased to 29% for the 2nd quarter from 27.5% for the same period a year ago. The Company had a negative EBITDA of $203,042 and net loss (before one time charges associated with the acquisitions and store consolidation) of $404,561 for the 2nd quarter as compared to a negative EBITDA of $206,344 and a net loss of $261,541 for the same period a year ago.

Sales revenues for the year to date ended June 30th, 2005 increased by $1,574,713 (or 32%) to $6,418,799 as compared to $4,844,086 for the same period a year ago. Gross profit as a percentage of sales increased to 30% versus 24.4% for the same period a year ago. The Company had a negative EBITDA of $557,280 and net loss (before one time charges associated with the acquisitions and store consolidation) of $975,401 for the year to date, as compared to a negative EBITDA of $519,089 and net loss of $613,486 for the same period a year ago. The Company's EBITDA loss as a percentage of sales decreased to 8.7% from 10.7% a year ago. The Company also generated $278,324 in positive Cash Flow from operating activities versus using $400,101 in cash for the same period a year ago.

Positive Earnings Anticipated for 3rd and 4th Quarter

``Second quarter results were good and in line with our expectations. We closed 3 acquisitions during the quarter and one at the beginning of Q3 increasing our revenue run rate by $15.6M and acquisitions are expected to contribute in excess of $2.9M to earnings (before taxes and depreciation),'' stated Robert Krebs, Company CFO. ``We also reached, during the quarter, an important milestone in generating positive cash flow from operating activities of $278,324 for the first 6 months of the year versus using $400,101 in cash for the same period a year ago. In addition, our decision to take all necessary write-offs associated with the cost of these acquisitions, recent capital raise and store consolidation in the 2nd quarter will further streamline our balance sheet and we are now in a good position to move forward and deliver positive earnings to our shareholders. These write-offs equaled $350,171 for the quarter and are non-recurring charges. We anticipate positive earnings for the 3rd and 4th quarter assuming unchanged market conditions,'' added Krebs.

Form 10QSB for TELEPLUS ENTERPRISES INC


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15-Aug-2005

Quarterly Report



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF THE RISKS SET FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS USED IN MAKING SUCH FORWARD LOOKING STATEMENTS.

OVERVIEW

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

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

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

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

MARKETING STRATEGY

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

GROWTH IN CANADA:

The Company through its wholly owned subsidiary TelePlus Retail Services, Inc. currently operates 30 TelePlus branded stores in three Canadian provinces. The Company intends to increase to 70 the number of TelePlus branded stores by 2007. These stores are expected to be located in major metro centers. The Company completed in 2004 acquisition of two companies: SMARTCELL and CELLZ.

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

To facilitate the rollout of this service the Company acquired 100% of the shares of (a) Keda Consulting Corp. and Freedom Phones Lines April 1st, (b) Avenue Reconnect, Inc June 1st and (c) Telizon Inc. in July 2005

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

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

o Avenue Reconnect, Inc., headquartered in Windsor, Canada, is a reseller of landline, long distance and internet prepaid services to over 2,000 residential users primarily in Ontario, area and generates yearly revenues of $1.1 million and EBITDA of $0.200 million.

o Telizon Inc, headquartered in Ontario, Canada, is a reseller of landline and long distance services as well as internet service provider. Telizon currently services over 18,000 commercial and residential lines in the Ontario area. Telizon has annual revenues of $12.0 million and EBITDA of $1.6 million.

GROWTH IN THE UNITED STATES:

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

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

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

o In May 2005, an agreement with E-Mobile group of Companies, LLC ("E-Mobile") from Dallas Texas and Skynet PCS ("Skynet"), from Milwaukee, Wisconsin. According to the agreements TelePlus Wireless has agreed to sell to E-Mobile and Skynet its wireless handsets equipped with the TelePlus Billing Control System. TelePlus' Billing Control System allows the monitoring in real time basis of wireless minutes used on handsets equipped with the said software.

RECENT BUSINESS DEVELOPMENTS

In December 2004, the Company announced it had signed a definitive agreement to acquire 100% of the shares of Freedom Phones Lines. Freedom Phone Lines, headquartered in Ontario, Canada, is a Bell Canada reseller of landline and long distance services, which serves over 3,300 customers in the Ontario area and generates yearly revenues of $2.5 million and EBITDA of $0.300 million. The terms of the acquisition call for the Company to pay $0.480 million in cash upon closing and issue $0.328 million worth of shares also upon closing to the shareholders of Freedom. The Company closed the acquisition of Freedom on April 1st, 2005.

In December 2004, the Company announced it had signed a definitive agreements to acquire 100% of the shares of Keda Consulting Corp. Keda Consulting Corp. provides a broad range of management consulting services to the North American telecommunications industry, specializing in business development, sales/marketing, and operations. Once the acquisition of Keda is completed, it will change its name to TelePlus Connect Corp. and Keda's management will take over the operations of TelePlus' prepaid landline and long distance telephone service operations. The Company is expected to benefit from Keda's and Freedom's management teams which have much experience in the telecommunications industry. The Company believes a seasoned and experienced management team, familiar with all aspects of the rapidly growing and changing telecommunications business, is a key strategic asset. The terms of the transaction call for TelePlus to pay the shareholders of Keda on an earn-out basis up to $16 million based on the achievement by TelePlus Connect of specific EBITDA benchmarks during the next 48 months. The Company has closed the acquisition of Keda April 1st 2005.

In January 2005, the Company announced it entered into a definitive agreement to acquire Telizon, Inc., subject to The Company receiving financing for the deal. The transaction calls for TelePlus to pay a total consideration of $8.6M to the shareholders of Telizon in exchange of 100% of the Telizon shares. $3.3M is to be paid on closing, $1.93M 12 months after closing and $1.45M 24 months after closing, the remaining balance of $1.93M is being paid in 24 monthly payments of $80.6k per month. Telizon is a reseller of landline/long distance services and also an Internet service provider. Telizon has annual revenues of $12.0 million and EBITDA of $1.6 million. The Company obtained the required financing to close the transaction on July 15th 2005. Once the financing was obtained the Company closed the acquisition of Telizon.

March 28, 2005 Teleplus received $500,000 from Cornell Capital Partners LP. These funds were drawn against the $10,000,000 Standby Equity Agreement that was secured on July 16, 2004.

In April 2005, the Company announced it entered into a definitive agreement to acquire Avenue Reconnect, Inc. The transaction calls for TelePlus to pay a combination of cash and stock valued at $565k to the shareholders of Avenue in exchange for 100% of Avenue's shares. Avenue is a reseller of landline/long distance services and also an Internet service provider. Avenue has annual revenues of $1.1 million and EBITDA of $200k and services over 2,000 customers. The Company closed the acquisition of Avenue on June 1st, 2005.

In April 2005, the Company announced it entered into a definitive agreement to acquire Canada Reconnect, Inc., Canada's largest reseller of landline, long distance and Internet prepaid services. The transaction calls for TelePlus to pay a combination of cash and stock valued at $3.0M to the shareholders of Canada Reconnect in exchange for 100% of Canada Reconnect's shares. Canada Reconnect has annual revenues of $5.4 million and EBITDA of $1.0 million and services over 6,000 customers across Canada.

On July 15, 2005, TelePlus entered into an Equity Distribution Agreement with Cornell Capital Partners, dated as of July 15, 2005. Pursuant to the Equity Distribution Agreement, TelePlus may, at its discretion, periodically sell to Cornell Capital Partners shares of TelePlus' common stock for a total purchase price of up to $35 million. For each share of common stock purchased under the Equity Distribution Agreement, Cornell Capital Partners will pay TelePlus 98% of the lowest volume weighted average price of TelePlus' Company's common stock as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board or other principal market on which TelePlus' common stock is traded for the five days immediately following the notice date. The price paid by Cornell Capital Partners for TelePlus' stock shall be determined as of the date of each individual request for an advance under the Equity Distribution Agreement. Cornell Capital Partners will also retain 5% of each advance under the Equity Distribution Agreement. The amount of each cash advance is limited to $2,000,000 per five consecutive trading days after the advance notice is provided to Cornell Capital Partners, with no cash advance occurring within seven trading days of a prior advance.

Upon the execution of the Equity Distribution Agreement, Cornell Capital Partners received as a one-time commitment fee 2,500,000 shares of TelePlus' common stock and two warrants to purchase 20,000,000 shares of TelePlus' common stock. Each warrant entitles the holder thereof to purchase 10,000,000 shares of TelePlus' common stock. The first warrant for 10,000,000 shares of TelePlus' common stock has an exercise price equal to $0.38 or as adjusted under the terms of the warrant. The second warrant for 10,000,000 shares of TelePlus' common stock has an exercise price equal to $0.25 or as adjusted under the terms of the warrant. The warrants expire three years from July 15, 2005.

In relation with the Equity Distribution Agreement, we have also entered into a Placement Agent Agreement, dated as of July 15, 2005, with Newbridge Securities Corporation. Upon execution of the Placement Agent Agreement, Newbridge Securities Corporation received, as a one-time placement agent fee, 27,027 shares of TelePlus' common stock in an amount equal to $10,000 divided by the volume weighted average price of TelePlus' shares, as quoted on Bloomberg, LP, as of July 15, 2005.

On July 15, 2004, we also entered into a Securities Purchase Agreement with Cornell Capital Partners. Pursuant to the Securities Purchase Agreement, Cornell Capital Partners purchased secured convertible debentures to Cornell Capital Partners in the original principal amount of $5,625,000. The debentures have an 18-month term and accrue annual interest of 10%. The $5,625,000 under the debentures was disbursed to TelePlus within five days of the execution of the Securities Purchase Agreement. The debentures may be redeemed by TelePlus at any time, in whole or in part. If on the date of redemption, the closing price of TelePlus' common stock is greater than the conversion price in effect, TelePlus shall pay a redemption premium of 20% of the amount redeemed in addition to such redemption. The debentures are also convertible at the holder's option at a conversion price equal to $0.285, which may be adjusted pursuant to the terms of the Secured Convertible Debentures. The debentures are secured by substantially all the assets of TelePlus.

COMPARISON OF OPERATING RESULTS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2004.

Sales revenues for the quarter ended June 30, 2005 reached $3,460,044 as compared to $2,461,805 for the quarter ended June 30, 2004. This represents a 40% increase over the previous year. The increase in sales revenues was due mainly to same store sales, a higher number of retail outlets versus the previous year and sales from company acquisitions completed during the quarter.

Cost of revenues for the quarter ended June 30, 2005 increased to $2,453,194 as compared to $1,783,369 for the quarter ended June 30, 2004. This represents a 38% increase over the previous year. The increase in cost of revenues was due to the proportionate increase in overall sales.

Gross profit as a percentage of sales ("gross profit margin") for the quarter ended June 30, 2005 was 29% as compared to 27% for the quarter ended June 30, 2004. The increase in gross profit margin is mainly due to increased gross margin from the company acquisitions completed during the quarter. Included in the gross profit for the quarter ended 2005 was a one time non recurring inventory write-down taken on slow moving and obsolete products and store consolidation in the amount of $105,000. This will enable the company to report more accurately on the gross margin for the following next two quarters.

General, administrative ("G&A") expense for the quarter ended June 30, 2005 increased to $1,560,061 as compared to $884,780 for the quarter ended June 30, 2004. The increase in G&A was due mainly to the increase in the number of stores in 2005, increased costs associated with obtaining new financing, company acquisitions, and the consolidation in the retail division. Included in the G&A is $245,171 of one time non recurring expenses associated with the company obtaining financing, recently completed acquisitions and penalties on leases for stores recently closed as part of the retail division consolidation.

The Company had a net loss of $754,731 for the quarter ended June 30, 2005, as compared to a net loss of $261,541 for the quarter ended June 30, 2004. The increase in net loss is due mainly to the non recurring costs associated with the inventory write-down, the additional financing and acquisition costs, the costs associated with the consolidation of the retail division, and the increase in the Company's depreciation and amortization expense of intangible assets. The total increase in these expenses was $496,494 reaching $551,691 for the quarter ended June 30, 2005 as compared to $55,197 for the quarter ended June 30, 2004.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004.

Sales revenues for the six months ended June 30, 2005 reached $6,418,799 as compared to $4,844,086 for the six months ended June 30, 2004. This represents a 32% increase over the previous year. The increase in sales revenues was due mainly to same store sales, a higher number of retail outlets versus the previous year and sales from company acquisitions completed during the quarter.

Cost of revenues for the six months ended June 30, 2005 reached $4,445,166 as compared to $3,664,228 for the six months ended June 30, 2004. This represents a 21% increase over the previous year. The increase in cost of revenues was due to the increase in overall sales.

Gross profit as a percentage of sales ("gross profit margin") for the six months ended June 30, 2005 was 30% as compared to 24% for the six months ended June 30, 2004. The increase in gross profit margin is mainly due to increased gross margin from the company acquisitions completed during the quarter. Included in the gross profit for the quarter ended 2005 was a one time non recurring inventory write-down taken on slow moving and obsolete products and store consolidation in the amount of $105,000. This will enable the company to report more accurately on the gross margin for the following next two quarters.

General, administrative ("G&A") expense for the six months ended June 30, 2005 reached $2,881,082 as compared to $1,698,947 for the six months ended June 30, 2004. The increase in G&A was due mainly to the increase in the number of stores in 2005, increased costs associated with obtaining new financing, company acquisitions, and the consolidation in the retail division. Included in the G&A is $245,171 of one time non recurring expenses associated with the company obtaining financing, recently completed acquisitions and penalties on leases for stores recently closed as part of the retail division consolidation.

The Company had a net loss of $1,325,850 for the six months ended June 30, 2005, as compared to a net loss of $613,486 for the six months ended June 30, 2004. The increase in net loss is due mainly to the non recurring costs associated with the inventory write-down, the additional financing and acquisition costs, the costs associated with the consolidation of the retail division, and the increase in the Company's depreciation and amortization expense of intangible assets. The total increase in these expenses was $674,175 reaching $768,572 for the six months ended June 30, 2005 as compared to $94,397 for the six months ended June 30, 2004.

As of June 30, 2005, the Company had an accumulated deficit of $3,084,980.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES:

As of June 30, 2005, total current assets were $2,282,511 which consisted of $403,188 of cash, $682,022 of accounts receivable, net of an allowance for doubtful accounts, $721,956 of inventories, and $475,345 of prepaid expenses.

As of June 30, 2005, total current liabilities were $5,173,673 which consisted of $2,263,256 of accounts payable, $890,184 of accrued expenses and $667,403 of accrued acquisition obligations,$900,000 of a promissory note, $318,400 of a note Payable on Acquisitions and $134,430 of other payables.

The Company had negative net working capital at June 30, 2005 of $2,891,162. The ratio of current assets to current liabilities was 44%.

The Company had a net increase in cash of $19,875 for the six months period ended June 30, 2005 as compared to a net increase in cash of $9,010 for the six months ended June 30, 2004. The net cash increase consisted of a net increase in cash of $191,241 from acquisitions offset by a net decrease of $171,366 from the company's business activities. Cash flows from financing activities and operations represented the Company's principal source of cash for the six months ended June 30, 2005. Cash flows from financing activities during the six months period ended June 30, 2005 were $570,992, which came from proceeds from the issuance of common stock and a convertible debenture. During the six months ended June 30, 2004, the Company received proceeds from the issuance of common stock in the amount of $506,700.

During the six months period ended June 30, 2005, the Company had $278,324 cash provided from operating activities as compared to the six months period ended June 30, 2004, where the Company had $400,101 cash used in operating activities. The cash provided from operating activities for the six months period ended June 30, 2005 was due to accounts receivables that decreased by $636,356, inventories that decreased by $358,068, other assets that decreased by $30,549, accrued expenses that increased by $113,368, notes payable on acquisitions that increased by $318,400, and other payables that increased by $134,430, which were offset by prepaid expenses that increased by $82,847 and accounts payable that decreased by $232,510. The cash used by operating activities for the six months period ended June 30, 2004 was due to accounts receivable that decreased by $719,119, inventories that decreased by $9,090 and accrued expenses that increased by $22,850, which were offset by prepaid expenses that increased by $79,223, other assets that increased by 70,865 and accounts payable that decreased by $482,163.

Capital expenditures were $85,677 for the six months period ended June 30, 2005 as compared to $62,213 for the six months period ended June 30, 2004.

RISK FACTORS

Management Recognizes That We Must Raise Additional Financing To Fund Our Ongoing Operations And Implement Our Business Plan. The Company requires additional capital to support strategic acquisitions and its current expansion plans. The Company currently has in place a revolving credit facility with a third party. Such facility provides the Company access with up to $35M in financing based on the Company's needs and subject to certain conditions. Should the Company not be able to draw down on such credit facility as required this may require the Company to delay, curtail or scale back some or all of its expansion plans. Any additional financing may involve dilution to the Company's then-existing shareholders.

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

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

We Have Historically Lost Money And Losses May Continue In The Future, Which May Cause Us To Curtail Operations. Since 2003 we have not been profitable and have lost money on both a cash and overall basis. For the quarter ended June 30, 2005 we incurred a net loss of $754,731 and our accumulated deficit was $3,084,980 as compared to a net loss of $261,541 for the quarter ended June 30, 2004 and our accumulated deficit was $1,298,646.

Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted.

We Are Subject To A Working Capital Deficit, Which Means That Our Current Assets On March 31, 2005 And June 30, 2005, Were Not Sufficient To Satisfy Our Current Liabilities And, Therefore, Our Ability To Continue Operations could be at Risk. We had a working capital deficit of $2,891,162 at June 30, 2005 which means that our current liabilities exceeded our current assets on June 30, 2005 by $2,891,162.

Current assets are assets that are expected to be converted to cash within one year and, therefore, may be used to pay current liabilities as they become due. Our working capital deficit means that our current assets on June 30, 2005, and on March 31, 2005 were not sufficient to satisfy all of our current liabilities on those dates. If our ongoing operations do not begin to provide sufficient profitability to offset the working capital deficit, we may have to raise additional capital or debt to fund the deficit or curtail future operations.

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

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

Couple of threads going on for TLPE,

Setravis..how does the chart look...do u think this news will cause a postive price reaction tomorrow?

thanks!!

News out after market close today:


TelePlus: Sales Double in August Reaching $2.4 Million Reaffirming Positive Outcome from Acquisitions
9/26/05       

MONTREAL, Sept. 26, 2005, Sep 26, 2005 (PRIMEZONE via COMTEX) --
TelePlus Enterprises, Inc. (OTCBB:TLPE) (http://www.teleplus.ca), a vertically integrated provider of wireless and landline communications products and services across North America, is pleased to announce that preliminary results for August indicate the Company's consolidated revenues more than doubled reaching $2.4M (114% Increase) as compared to $1.1M for the same month a year ago. Total revenues were composed of 47% in Wireless Sales and 53% in Telecom Sales. The increase in revenues results from the recently completed acquisitions. In the last 6 months the Company closed 4 acquisitions increasing its revenue run rate by $15.6M. These acquisitions are also expected to contribute in excess of $2.9M to the Company's earnings (before taxes and depreciation) and have increased the Company's subscriber's lines by more than 23,000.

"We are very satisfied with the August results which are higher than anticipated. In the last two months we generated $4.7M in revenues bringing our YTD revenues in excess of $11M with 4 months to go before the end of the year. At this rate we anticipate reaching in excess of $20M (a 64% increase versus last year) in revenues for our 2005 fiscal period ending this December," stated Marius Silvasan, Company CEO. "These are very exciting times for our Company as we rollout our strategy delivering high growth and value to our shareholders while positioning our business in the prepaid wireless and telecom market in North America," added Silvasan.

Investors can find additional details in an exclusive AudioNews Interview by visiting http://www.audiostocks.com. This press release is available on the TelePlus' Investor Relation's site for investor questions, commentary and feedback. Investors are asked to visit http://www.agoracom.com and select the TelePlus Investor Relations HUB. Alternatively, investors can e-mail their questions or comments directly to [email protected] or asked to be placed on the TelePlus investor e-mail list to receive all future press releases directly.

About TelePlus http://www.teleplus.ca

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

Strong Volume and crossed over 50 and 200 MA.   

Heres the news I found.

Investology Research Update: TelePlus on Track to Meet Expectations
Tuesday September 27, 5:56 pm ET


MONTREAL, Sept. 27, 2005 (PRIMEZONE) -- TelePlus Enterprises, Inc. (OTC BB:TLPE.OB - News) (http://www.teleplus.ca) is pleased to announce that Investology has released an updated research report on the Company reiterating its positive investment outlook. The report comes just one day after the Company announced its best month ever.
Monday, after the bell, the company announced that its revenues more than doubled reaching US$2.4M (114% increase) as compared to $1.1M for the same month a year ago. With revenues in excess of $11M for the YTD and still 4 months to go in its 2005 fiscal period the Company anticipates revenues in excess of $20M by the end of the year representing a 64% increase versus last year.

Hi,

buy this stock at 0.230
First target at 0.340
Second target at 0.490
stop loss at 0.210

Ratio : 47.8 /9.5 = 5...Very good

News :
TelePlus Enterprises, Inc. (OTC BB: TLPE) (http://www.teleplus.ca) is pleased to announce its results for the 3rd quarter and YTD 2005.

TELECOM RESULTS -- PULLS OVER $557,785 IN EARNINGS

Telecom sales for the 3rd quarter reached $3,704,267. Telecom EBITDA (defined as earnings before depreciation, amortization, interest expenses and taxes) was positive $597,642 and net profit (before corporate overhead) was $557,785 (which is 15% of sales) as compared to no EBITDA and no net earnings contribution for the same period a year ago. Total number of subscriber lines at the end of the quarter reached 25,500. Telecom results include full quarter of operations of Freedom Phone Lines, Avenue Reconnect, Inc and Telizon, Inc.

WIRELESS RESULTS -- IMPROVES OPERATIONAL EFFICIENCY

Wireless sales for the 3rd quarter reached $3,101,927 as compared to $3,339,948 for the same period a year ago. The decrease in wireless sales results from the recent consolidation in the number of TelePlus stores which was done to increase operational efficiency of the retail division. Wireless EBITDA was negative $173,058 and net loss (before corporate overhead) was $270,380 as compared to a negative EBITDA of $165,434 and a net loss of $222,986 for the same period a year ago. Total number of wireless handset sales for the 3rd quarter reached 10,921 handsets, an increase of 2.5%, compared to 10,652 handsets for the same period a year ago. On the other side, same-store-count handset sales increased by 8.8% for the quarter reflecting the increased efficiency generated through the recent store count consolidation.

CONSOLIDATED RESULTS -- EARNINGS (FROM OPERATIONS) REACH $287,058 FOR Q3

Sales for the 3rd quarter increased by $3,465,884 (or 104%) to $6,805,832 as compared to $3,339,948 for the same period a year ago. Gross profit remained unchanged for the 3rd quarter at 29.6%. Removing Corporate costs(1) which equaled $485,753 for the quarter the Company had a positive EBITDA from Operations of $424,217 (including Corporate costs, EBITDA was positive $83,877) and net profit from Operations of $287,058 (including Corporate costs net loss was $198,695) for the 3rd quarter as compared to a negative EBITDA of $162,434 and a net loss of $222,986 for the same period a year ago.

Sales revenues for the year to date ended September 30th, 2005 increased by $5,040,597 (or 62%) to $13,224,633 as compared to $8,184,034 for the same period a year ago. Gross profit as a percentage of sales increased to 30.2% versus 26.6% for the same period a year ago. The Company had a negative EBITDA of $823,572 and net loss of $1,524,545 for the year to date, as compared to a negative EBITDA of $684,523 and net loss of $836,472 for the same period a year ago. The Company's EBITDA loss as a percentage of sales decreased to 6.2% from 8.4% a year ago. The Company also generated $294,570 in positive Cash Flow from operating activities versus using $710,061 in cash for the same period a year ago.

Q3 A TURNING POINT

"Third quarter results are a turning point for our company as we successfully achieved a positive EBITDA for the company overall and achieved positive earnings from operations for the first time in over two years. It is important to note that all expenses not included in EBITDA results (which equaled $282,572 for the third quarter) are all non-cash items and do not affect or relate to our operations. In particular amortization and interest expenses which equaled $143,227 for the third quarter are related to the debt we raised to finance our acquisitions. As we pay our debt off, these non-cash expenses will not reoccur and therefore improve our results in future quarters," stated Robert Krebs, Company CFO. "Another important indication of the strength of our operation is the generation of positive cash flow from operations. On this I am pleased to announce that we generated a positive cash flow from operations of over $294,570 as of the third quarter of 2005 as compared to using $710,061 in cash flow for the same period a year ago. This is the second quarter in a row that we generate positive cash flow from operations," added Krebs.

For more Q3 analysis and description of the Company's business investors may download the latest CEO letter from the following address: http://www.teleplus.ca/download/CEO_news%20letter_Q3%2005.pdf

(1) Corporate costs include certain executive compensation, lease cost for the corporate office, corporate travel and entertainment, accounting, certain legal and Investor Relations related costs.

About TelePlus http://www.teleplus.ca

TelePlus Enterprises, Inc. ("TelePlus") is a provider of Wireless and Telecom products and services across North America. TelePlus Connect, Corp. -- is a reseller of a variety of Telecom services including landline, long distance and internet services. TelePlus Wireless, Corp. -- operates a virtual wireless network selling cellular network access to distributors in the United States. TelePlus Retail Services, Inc. -- owns and operates a national chain of TelePlus branded stores in major shopping malls, selling a comprehensive line of wireless and portable communication devices.

Stocks in the news and acting well as of late include: Georgia Pacific Corp. (NYSE: GP), Level 3 Communications Inc. (NASDAQ: LVLT) and Google Inc. (NASDAQ: GOOG).

Information contained herein is the opinion of Market-Pulse.com ("MP") and is intended to be used strictly for informational purposes. You should be aware that MP attempts to assure itself of the accuracy of the information contained in the analyses it publishes. In this regard, MP does, at times, rely on the accuracy of information supplied to it by the companies which are the subject of MP's analyses and/or parties related to those companies. MP also relies on the accuracy and integrity of information that is contained in company press releases and reports filed with the SEC. The companies mentioned in this publication have not approved the content or timing of the information being published unless otherwise noted.

Technicals :
End of the first correction of the trend
Good support at 0.22
ADX < 15 -> time for a new movement...
MACD > 0
Fibonacci ratio of 0.825 ( very good...)

Buy...

Bought in today go TLPE.ob $$$

Lets see what this does to the pps today.

2006-01-04 06:00:06 
TelePlus Buys the 3rd Largest Sprint Wireless Reseller (CDMA): Liberty Wireless 


MONTREAL -- (MARKET WIRE) -- 01/04/06 -- TelePlus Enterprises, Inc. (OTC BB: TLPE)
(Frankfurt: YT3) (http://www.teleplus.ca) announced today that its wholly
owned wireless subsidiary, TelePlus Wireless, Corp. ("TelePlus Wireless")
signed a definitive agreement (the "Agreement") to acquire certain assets
of Liberty Wireless, which is part of the InPhonic Group. ("InPhonic")
(NASDAQ: INPC). Under the terms of the Asset Purchase Agreement, TelePlus
Wireless will acquire the customer base, trade names, trade marks, domain
names, web sites, and other assets of Liberty Wireless for a purchase price
of $1.9M, all in cash. $1.4M will be paid upon closing, less any
adjustments per the Agreement, and the remaining $500K will be paid
quarterly over 4 equal instalments commencing 90 days from the transaction
closing date. Teleplus intends to finance the acquisition from
cash-on-hand. The effective date of the Asset Purchase Agreement is
December 31, 2005. Liberty is the 3rd largest Sprint wireless reseller on
the CDMA network ("MVNO") after Virgin Mobile and Qwest and is in the top
10 prepaid wireless providers in the US.


Simultaneous to signing the Agreement, TelePlus has signed a MVNE (Mobile
Virtual Network Enabler) Services Agreement with Mobile Technology
Services, LLC ("MTS"), a wholly owned subsidiary of InPhonic, to support
on-going back office logistics. Under the MVNE Services Agreement,
InPhonic will continue to deliver the systems platform for procurement,
activation, billing, and customer care, as well as self-service platforms
based on web and state-of-the-art speech recognition technology. For full
details please review TelePlus' latest 8-K filings. On a separate matter
TelePlus would like to inform investors that it has ended discussions and
decided not to proceed at this time with the acquisition of Canada
Reconnect announced last year.


"The acquisition of Liberty Wireless represents a significant milestone for
TelePlus Wireless as we seek to expand our MVNO (Mobile Virtual Network
Operator) in the United States," stated Marius Silvasan, CEO of TelePlus
Enterprises. "In addition to improving the scope of our nationwide
coverage, we will see exponential growth of our customer base. The
synergies between Liberty Wireless and our existing MVNO are evident and we
couldn't be more excited to kick off the new year with such an event. We
anticipate a seamless transition for all Liberty's customers and would like
to take this opportunity to welcome them in the TelePlus family."


"We are very pleased that TelePlus is acquiring the Liberty Wireless
customer base. Our customers will continue to receive the same great
service and coverage without interruption," said David A. Steinberg,
InPhonic's Chairman and CEO. "From a strategic standpoint, we will be able
to focus our attention on profitably growing our core business. In
addition, we will no longer be competing with our carrier partners and more
importantly we are now able to sell the carrier's prepaid products as well
as Liberty Wireless for TelePlus."

About TelePlus (OTC BB: TLPE) http://www.teleplus.ca

Looking pretty good...

Notice the simular patterns on first chart that jmoney posted and last one that snickerke posted and how high it went after first run that was posted by jmoney. May go up that high again or higher.
Goodluck to all