SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------

                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

       Date of Report: (Date of earliest event reported) : June 21st, 2006

                          Commission File No. 000-49628

                           TELEPLUS ENTERPRISES, INC.
                           --------------------------

             (Exact name of registrant as specified in its charter)

            Nevada                                         90-0045023
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

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

                                  514-344-0778
                     --------------------------------------
                            (Issuer telephone number)

                                       N/A
--------------------------------------------------------------------------------
                            (Former Name and Address)

<PAGE>

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

ACQUSITION OF ASSETS OF MAXIMO IMPACT:

      On June 21, 2006, Teleplus Enterprises,  Inc. ("TelePlus")  purchased from
Rich Stupansky  ("STUPANSKY")  all the issued and  outstanding  shares of Maximo
Impact, Inc. ("MAXIMO") under certain agreements, the whole effective as of that
date. Neither TelePlus nor its affiliates,  directors, or officers or associates
of TelePlus'  Directors or officers had a relationship  with STUPANSKY  prior to
the purchase.

      The aggregate purchase price (the "Purchase Price") payable by TelePlus to
STUPANSKY for the purchase of MAXIMO shall,  subject to adjustment in accordance
with the Agreement and including an earnout  compensation  shall be a maximum of
US$1,000,000, which amount is payable as follows:

      (a) US$30,000, in shares in the capital stock of the Purchaser on the date
of the Closing and

      (b) the remainder of the Purchase Price, by cash, certified cheque or wire
transfer  on an  earnout  basis  in the  following  manner,  provided  that  the
STUPANSKY is still employed with the MAXIMO while the earnout is accumulated:

            1.    for the first year following the product launch (which product
                  launch  shall  take place no later than 45 days after the date
                  of the Closing:

                  o     US$2 for every US$530 of gross revenue  generated by the
                        MAXIMO less revenues from handset sales;

                  o     US$2 for every  US$150 of net  profit  generated  by the
                        MAXIMO; and

                  o     US$2 for every incremental  increase of five (5) clients
                        in the MAXIMO's customer base.

            2.    thereafter:

                  o     US$1 for every US$530 of gross revenue  generated by the
                        MAXIMO less revenues from handset sales;

                  o     US$1 for every  US$150 of net  profit  generated  by the
                        MAXIMO; and

                  o     US$1 for every incremental  increase of five (5) clients
                        in the MAXIMO's customer base.

      The earnout  payments  described  above shall be paid quarterly 45 days in
arrears.  If  performance  falls to less than seventy  percent  (70%) of any the
targets set forth in the purchase  agreement (the "Targets"),  then in order for
the  STUPANSKY to earn every US$1  described  above,  the targets of each of the
gross revenue, net profit and customer base shall double. If performance exceeds
one hundred and forty percent  (140%) of each of the Targets,  then in order for
the STUPANSKY to earn every US$1 described  above,  the targets of each of gross
revenue,  net profit and customer  base shall  decrease by  twenty-five  percent
(25%).


                                      -2-
<PAGE>

      In the event of the  termination of the  STUPANSKY's  employment  with the
MAXIMO for whatever reason,  the STUPANSKY shall only be entitled to the portion
of the Purchase  Price equal to the amounts  earned by the  STUPANSKY up to that
time under the purchase agreement and not yet paid.

DESCRIPTION OF THE BUSINESS AND PRINCIPAL PRODUCTS

      MAXIMO has been used and will  continue  to be used to sell  pre-paid  and
post-paid wireless telecommunications services under the name "MX Mobile".

NO DEPENDENCE ON ONE OR A FEW CUSTOMERS

      MAXIMO's  business (the  "Business") is currently not dependent on any one
customer.

PATENTS, TRADEMARKS & LICENSES

As part of the purchase, TelePlus will retain the pending trade mark for "MAXIMO
IMPACT INC". As part of the transaction  Teleplus will also obtain the following
domain names:

      o     BUYMAXXMOBILE.COM,
      o     BUYMOEMOBILE.COM,
      o     GETMAXXMOBILE.COM,
      o     GETMOEMOBILE.COM,
      o     GOMAXXMOBILE.COM,
      o     GOMOEMOBILE.COM,
      o     MAXIMOEIMPACT.COM,
      o     MAXIMOIMPACT.COM,
      o     MAXIMOIMPACT.NET,
      o     MAXIMOIMPACTMOBILE.COM,
      o     MAXIMOIMPACTMOBILE.NET,
      o     MAXXANDMOE.COM,
      o     MAXXIMOEIMPACT.COM,
      o     MAXXIMOIMPACT.COM,
      o     MAXXORMOE.COM,
      o     MYMAXXMOBILE.COM,
      o     MYMOEMOBILE.COM.

NO NEED FOR GOVERNMENT APPROVAL

      MAXIMO does not need any government approval to operate the business.

EMPLOYEES

      STUPANSKY  was  retained  by  MAXIMO  as  its   President   following  the
acquisition.

DESCRIPTION OF PROPERTY

      No  lease  commitments  were  assumed  by  TelePlus  as a  result  of  the
acquisition.


                                      -3-
<PAGE>

LEGAL PROCEEDINGS

      As of the date of  filing  of this  report,  MAXIMO  was not a party to or
aware of any legal proceedings involving it.

RELATED PARTY TRANSACTIONS

      No  related  party  transactions  have been or will be  entered  into as a
result of the acquisition.

RISKS:

Business Risk:
--------------------------------------------------------------------------------

      o     Churn Risk
            The customers in this marketplace  have a higher  propensity to move
            or cancel service than the general residential market.

      o     Product Replacement
            Products  such as VOIP could  increase  the Churn  rate of  existing
            customers

      o     Competition
            Currently  there are various  competitors  across the United States.
            Their number may increase which could decrease our ability to retain
            our customers thus increase our Churn rate. The barriers to entry in
            this  market are  financial  and  operating  system  related and new
            competitors may surface in the future.

      o     Price Erosion
            As competitors  enter the market and attempt to secure market share,
            there will be the threat of price  reductions  thus  decreasing  our
            gross  margins.  Competitors  could  also force us to provide to new
            subscribers' with higher subsidies on phones thus reducing our gross
            margins.

ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.

Financial Statements of MAXIMO

(a) Financial  Statements of Businesses  Acquired - To be Provided on later Date
if required

(b) Pro Forma Financial Information - To be Provided on later Date if required


                                      -4-
<PAGE>

(c) Exhibits:

10.1 Share Purchase Agreement including all exhibits

                                   Signatures

Pursuant  to the  requirement  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.

Teleplus Enterprises, Inc.

June 21, 2006                        /s/ Marius Silvasan
                                     --------------------------
                                     Marius Silvasan
                                     Chief Executive Officer


June 21, 2006                        /s/ Robert Krebs
                                     --------------------------
                                     Robert Krebs
                                     Chief Financial Officer


June 21, 2006                        /s/ Tom Davis
                                     --------------------------
                                     Tom Davis
                                     Chief Operating Officer


June 21, 2006                        /s/ Kelly McLaren
                                     --------------------------
                                     Kelly McLaren
                                     President


                                      -5-
{"company-data": {"conformed-name": "TELEPLUS ENTERPRISES INC", "cik": "0001133754", "assigned-sic": "4899", "irs-number": "900045023"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-49628", "film-number": "06962162"}, "business-address": {"street1": "465 ST JEAN", "street2": "SUITE 601", "city": "QUEBEC", "state": "E6", "zip": "H2Y 2R6", "phone": "5143440778"}, "former-company": {"former-conformed-name": "HERBALORGANICS COM", "date-changed": "20010205"}}
SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------

                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

       Date of Report: (Date of earliest event reported) : June 21st, 2006

                          Commission File No. 000-49628

                           TELEPLUS ENTERPRISES, INC.
                           --------------------------

             (Exact name of registrant as specified in its charter)

            Nevada                                         90-0045023
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

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

                                  514-344-0778
                     --------------------------------------
                            (Issuer telephone number)

                                       N/A
--------------------------------------------------------------------------------
                            (Former Name and Address)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

ACQUSITION OF ASSETS OF MAXIMO IMPACT:

      On June 21, 2006, Teleplus Enterprises,  Inc. ("TelePlus")  purchased from
Rich Stupansky  ("STUPANSKY")  all the issued and  outstanding  shares of Maximo
Impact, Inc. ("MAXIMO") under certain agreements, the whole effective as of that
date. Neither TelePlus nor its affiliates,  directors, or officers or associates
of TelePlus'  Directors or officers had a relationship  with STUPANSKY  prior to
the purchase.

      The aggregate purchase price (the "Purchase Price") payable by TelePlus to
STUPANSKY for the purchase of MAXIMO shall,  subject to adjustment in accordance
with the Agreement and including an earnout  compensation  shall be a maximum of
US$1,000,000, which amount is payable as follows:

      (a) US$30,000, in shares in the capital stock of the Purchaser on the date
of the Closing and

      (b) the remainder of the Purchase Price, by cash, certified cheque or wire
transfer  on an  earnout  basis  in the  following  manner,  provided  that  the
STUPANSKY is still employed with the MAXIMO while the earnout is accumulated:

            1.    for the first year following the product launch (which product
                  launch  shall  take place no later than 45 days after the date
                  of the Closing:

                  o     US$2 for every US$530 of gross revenue  generated by the
                        MAXIMO less revenues from handset sales;

                  o     US$2 for every  US$150 of net  profit  generated  by the
                        MAXIMO; and

                  o     US$2 for every incremental  increase of five (5) clients
                        in the MAXIMO's customer base.

            2.    thereafter:

                  o     US$1 for every US$530 of gross revenue  generated by the
                        MAXIMO less revenues from handset sales;

                  o     US$1 for every  US$150 of net  profit  generated  by the
                        MAXIMO; and

                  o     US$1 for every incremental  increase of five (5) clients
                        in the MAXIMO's customer base.

      The earnout  payments  described  above shall be paid quarterly 45 days in
arrears.  If  performance  falls to less than seventy  percent  (70%) of any the
targets set forth in the purchase  agreement (the "Targets"),  then in order for
the  STUPANSKY to earn every US$1  described  above,  the targets of each of the
gross revenue, net profit and customer base shall double. If performance exceeds
one hundred and forty percent  (140%) of each of the Targets,  then in order for
the STUPANSKY to earn every US$1 described  above,  the targets of each of gross
revenue,  net profit and customer  base shall  decrease by  twenty-five  percent
(25%).

                                      -2-
In the event of the  termination of the  STUPANSKY's  employment  with the
MAXIMO for whatever reason,  the STUPANSKY shall only be entitled to the portion
of the Purchase  Price equal to the amounts  earned by the  STUPANSKY up to that
time under the purchase agreement and not yet paid.

DESCRIPTION OF THE BUSINESS AND PRINCIPAL PRODUCTS

      MAXIMO has been used and will  continue  to be used to sell  pre-paid  and
post-paid wireless telecommunications services under the name "MX Mobile".

NO DEPENDENCE ON ONE OR A FEW CUSTOMERS

      MAXIMO's  business (the  "Business") is currently not dependent on any one
customer.

PATENTS, TRADEMARKS & LICENSES

As part of the purchase, TelePlus will retain the pending trade mark for "MAXIMO
IMPACT INC". As part of the transaction  Teleplus will also obtain the following
domain names:

      o     BUYMAXXMOBILE.COM,
      o     BUYMOEMOBILE.COM,
      o     GETMAXXMOBILE.COM,
      o     GETMOEMOBILE.COM,
      o     GOMAXXMOBILE.COM,
      o     GOMOEMOBILE.COM,
      o     MAXIMOEIMPACT.COM,
      o     MAXIMOIMPACT.COM,
      o     MAXIMOIMPACT.NET,
      o     MAXIMOIMPACTMOBILE.COM,
      o     MAXIMOIMPACTMOBILE.NET,
      o     MAXXANDMOE.COM,
      o     MAXXIMOEIMPACT.COM,
      o     MAXXIMOIMPACT.COM,
      o     MAXXORMOE.COM,
      o     MYMAXXMOBILE.COM,
      o     MYMOEMOBILE.COM.

NO NEED FOR GOVERNMENT APPROVAL

      MAXIMO does not need any government approval to operate the business.

EMPLOYEES

      STUPANSKY  was  retained  by  MAXIMO  as  its   President   following  the
acquisition.

DESCRIPTION OF PROPERTY

      No  lease  commitments  were  assumed  by  TelePlus  as a  result  of  the
acquisition.

                                      -3-
LEGAL PROCEEDINGS

      As of the date of  filing  of this  report,  MAXIMO  was not a party to or
aware of any legal proceedings involving it.

RELATED PARTY TRANSACTIONS

      No  related  party  transactions  have been or will be  entered  into as a
result of the acquisition.

RISKS:

Business Risk:
--------------------------------------------------------------------------------

      o     Churn Risk
            The customers in this marketplace  have a higher  propensity to move
            or cancel service than the general residential market.

      o     Product Replacement
            Products  such as VOIP could  increase  the Churn  rate of  existing
            customers

      o     Competition
            Currently  there are various  competitors  across the United States.
            Their number may increase which could decrease our ability to retain
            our customers thus increase our Churn rate. The barriers to entry in
            this  market are  financial  and  operating  system  related and new
            competitors may surface in the future.

      o     Price Erosion
            As competitors  enter the market and attempt to secure market share,
            there will be the threat of price  reductions  thus  decreasing  our
            gross  margins.  Competitors  could  also force us to provide to new
            subscribers' with higher subsidies on phones thus reducing our gross
            margins.

ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.

Financial Statements of MAXIMO

(a) Financial  Statements of Businesses  Acquired - To be Provided on later Date
if required

(b) Pro Forma Financial Information - To be Provided on later Date if required

                                      -4-
(c) Exhibits:

10.1 Share Purchase Agreement including all exhibits

                                   Signatures

Pursuant  to the  requirement  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.

Teleplus Enterprises, Inc.

June 21, 2006                        /s/ Marius Silvasan
                                     --------------------------
                                     Marius Silvasan
                                     Chief Executive Officer

June 21, 2006                        /s/ Robert Krebs
                                     --------------------------
                                     Robert Krebs
                                     Chief Financial Officer

June 21, 2006                        /s/ Tom Davis
                                     --------------------------
                                     Tom Davis
                                     Chief Operating Officer

June 21, 2006                        /s/ Kelly McLaren
                                     --------------------------
                                     Kelly McLaren
                                     President

                                      -5-