================================================================================

                                  UNITED STATES
                       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
                               ------------------

                                  July 28, 2006

                           TELEPLUS ENTERPRISES, INC.
               (Exact Name of Registrant as Specified in Charter)


          NEVADA                      000-49628                   90-0045023
---------------------------          -----------             -------------------
State or other jurisdiction          (Commission                (IRS Employer
     of incorporation)               File Number)            Identification No.)


 7575 TRANSCANADIENNE, SUITE 305, ST-LAURENT, QUEBEC, CANADA        H4T 1V6
 -----------------------------------------------------------       ----------
              (Address of principal executive offices)             (Zip code)

     Registrant's telephone number, including area code:         (514) 344-0778


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================
<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On July 28, 2006, Teleplus Enterprises,  Inc. (the "Company") entered into
a certain  Securities  Purchase Agreement ("SPA") with Cornell Capital Partners,
LP ("Cornell" and together with the Company,  the  "Parties")  pursuant to which
the Company  issued to Cornell Three  Million  Dollars  ($3,000,000)  in secured
convertible  debentures  (the  "Debentures")  of even  date  with the  SPA.  The
Debentures  were fully funded on July 28, 2006. 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 lesser of (a) $0.20 or (b) ninety-five percent (90%)
of the lowest  volume  weighted  average  price of common  stock for thirty (20)
trading days immediately  preceeding the conversion date.  Beginning on March 1,
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 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  (3)  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 Cornell, to
provide  certain  registration  rights  under  the  Securities  Act of 1933,  as
amended,  and  the  rules  and  regulations  thereunder,  and  applicable  state
securities laws.

      In  connection  with the SPA the Company also issued  Cornell a warrant to
purchase  5,000,000  shares of the Company's common stock at $0.11, a warrant to
purchase  10,000,000 shares of the Company's common stock at $0.13, a warrant to
purchase 10,000,000 shares of the Company's common stock at $0.15, and a warrant
to purchase 5,000,000 shares of the Company's common stock at $0.18.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

      See Item 1.01 above.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibits


                                       2
<PAGE>


<TABLE>
<CAPTION>
EXHIBIT    DESCRIPTION                                                 LOCATION
-------    --------------------------------------------------          -----------------

<S>        <C>                                                         <C>
10.1       Securities  Purchase  Agreement,  dated  July  28,
           2006, by and between the Company and Cornell                Provided herewith

10.2       Form of Secured Convertible Debenture,  dated July
           28,  2006,   issued  by  the  Company  to  Cornell          Provided herewith

10.3       Second  Amended  and Restated Security  Agreement,
           dated  July 28, 2006,  by and  between the Company
           and Cornell                                                 Provided herewith

10.4       Investor Registration Rights Agreement, dated July
           28,  2006,  by and between the Company and Cornell          Provided herewith

10.5       Form of Warrant  issued to Cornell by the  Company
           dated July 28, 2006                                         Provided herewith

10.6       Second  Amended  and  Restated  Pledge  and Escrow
           Agreement  by  and  among  Cornell,  the  Company,
           Visioneer  Holding Group,  Inc. and David Gonzalez.         Provided herewith

10.7
           Second  Amended and Restated  Subsidiary  Security
           Agreement   between  Teleplus  Connect  Corp.  and
           Cornell dated July 28, 2006.                                Provided herewith

10.8       Second  Amended and Restated  Subsidiary  Security
           Agreement  between Teleplus Retail Services,  Inc.
           and Cornell dated July 28, 2006.                            Provided herewith

10.9       Subsidiary  Security  Agreement  between  Teleplus
           Wireless  Corp.  and Cornell  dated July 28, 2006.          Provided herewith
</TABLE>


                                       3
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:    August 1st,  2006              TELEPLUS ENTERPRISES, INC.


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


Date:    August 1st,  2006              TelePlus Enterprises, Inc.


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


Date:    August 1st,  2006              TelePlus Enterprises, Inc.


                                        By: /s/ Tom Davis
                                            ------------------------------------
                                        Name:  Tom Davis
                                        Title: Chief Operating Officer


Date:    August 1st,  2006              TelePlus Enterprises, Inc.


                                        By: /s/ Kelly McLaren
                                            ------------------------------------
                                        Name:  Kelly McLaren
                                        Title: President


                                       4
{"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": "06994538"}, "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"}}
================================================================================

                                  UNITED STATES
                       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
                               ------------------

                                  July 28, 2006

                           TELEPLUS ENTERPRISES, INC.
               (Exact Name of Registrant as Specified in Charter)

          NEVADA                      000-49628                   90-0045023
---------------------------          -----------             -------------------
State or other jurisdiction          (Commission                (IRS Employer
     of incorporation)               File Number)            Identification No.)

 7575 TRANSCANADIENNE, SUITE 305, ST-LAURENT, QUEBEC, CANADA        H4T 1V6
 -----------------------------------------------------------       ----------
              (Address of principal executive offices)             (Zip code)

     Registrant's telephone number, including area code:         (514) 344-0778

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On July 28, 2006, Teleplus Enterprises,  Inc. (the "Company") entered into
a certain  Securities  Purchase Agreement ("SPA") with Cornell Capital Partners,
LP ("Cornell" and together with the Company,  the  "Parties")  pursuant to which
the Company  issued to Cornell Three  Million  Dollars  ($3,000,000)  in secured
convertible  debentures  (the  "Debentures")  of even  date  with the  SPA.  The
Debentures  were fully funded on July 28, 2006. 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 lesser of (a) $0.20 or (b) ninety-five percent (90%)
of the lowest  volume  weighted  average  price of common  stock for thirty (20)
trading days immediately  preceeding the conversion date.  Beginning on March 1,
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 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  (3)  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 Cornell, to
provide  certain  registration  rights  under  the  Securities  Act of 1933,  as
amended,  and  the  rules  and  regulations  thereunder,  and  applicable  state
securities laws.

      In  connection  with the SPA the Company also issued  Cornell a warrant to
purchase  5,000,000  shares of the Company's common stock at $0.11, a warrant to
purchase  10,000,000 shares of the Company's common stock at $0.13, a warrant to
purchase 10,000,000 shares of the Company's common stock at $0.15, and a warrant
to purchase 5,000,000 shares of the Company's common stock at $0.18.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

      See Item 1.01 above.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibits

                                       2
EXHIBIT    DESCRIPTION                                                 LOCATION
-------    --------------------------------------------------          -----------------
10.1       Securities  Purchase  Agreement,  dated  July  28,
           2006, by and between the Company and Cornell                Provided herewith

10.2       Form of Secured Convertible Debenture,  dated July
           28,  2006,   issued  by  the  Company  to  Cornell          Provided herewith

10.3       Second  Amended  and Restated Security  Agreement,
           dated  July 28, 2006,  by and  between the Company
           and Cornell                                                 Provided herewith

10.4       Investor Registration Rights Agreement, dated July
           28,  2006,  by and between the Company and Cornell          Provided herewith

10.5       Form of Warrant  issued to Cornell by the  Company
           dated July 28, 2006                                         Provided herewith

10.6       Second  Amended  and  Restated  Pledge  and Escrow
           Agreement  by  and  among  Cornell,  the  Company,
           Visioneer  Holding Group,  Inc. and David Gonzalez.         Provided herewith

10.7
           Second  Amended and Restated  Subsidiary  Security
           Agreement   between  Teleplus  Connect  Corp.  and
           Cornell dated July 28, 2006.                                Provided herewith

10.8       Second  Amended and Restated  Subsidiary  Security
           Agreement  between Teleplus Retail Services,  Inc.
           and Cornell dated July 28, 2006.                            Provided herewith

10.9       Subsidiary  Security  Agreement  between  Teleplus
           Wireless  Corp.  and Cornell  dated July 28, 2006.          Provided herewith
3
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    August 1st,  2006              TELEPLUS ENTERPRISES, INC.

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

Date:    August 1st,  2006              TelePlus Enterprises, Inc.

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

Date:    August 1st,  2006              TelePlus Enterprises, Inc.

                                        By: /s/ Tom Davis
                                            ------------------------------------
                                        Name:  Tom Davis
                                        Title: Chief Operating Officer

Date:    August 1st,  2006              TelePlus Enterprises, Inc.

                                        By: /s/ Kelly McLaren
                                            ------------------------------------
                                        Name:  Kelly McLaren
                                        Title: President

                                       4