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 19, 2005

                           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)

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

                             465 St. Jean, Suite 601
                         Montreal, Quebec Canada H2Y 2R6
          -------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

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 15, 2005, the Company,  entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP, dated as of July 15, 2005. Pursuant
to  the  Standby  Equity  Distribution  Agreement,   the  Company  may,  at  its
discretion,  periodically  sell  to  Cornell  Capital  Partners  shares  of  the
Company's common stock for a total purchase price of up to $35 million. For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital  Partners will pay the Company 98% of the lowest volume weighted
average  price of the Company's  common stock as quoted by Bloomberg,  LP on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the five days immediately  following the notice date.
The price paid by Cornell  Capital  Partners  for the  Company's  stock shall be
determined  as of the date of each  individual  request for an advance under the
Standby Equity Distribution Agreement. Cornell Capital Partners will also retain
5% of each advance under the Standby Equity  Distribution  Agreement.  Cornell's
obligation to purchase  shares of the  Company's  common stock under the Standby
Equity Distribution  Agreement is subject to certain  conditions,  including the
Company  obtaining  an  effective  registration  statement  for  shares  of  the
Company's common stock sold under the Standby Equity Distribution  Agreement and
is limited to  $2,000,000  per five  consecutive  trading days after the advance
notice is provided to Cornell Capital Partners.

      Upon the execution of the Standby Equity Distribution  Agreement,  Cornell
Capital  Partners is entitled to receive as a one-time  commitment fee 2,500,000
shares of the  Company's  common stock and two  warrants to purchase  20,000,000
shares of the Company's  common stock.  Each warrant entitles the holder thereof
to purchase  common stock for 10,000,000  shares of the Company's  common stock.
The first warrant for  10,000,000  shares of the  Company's  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 the  Company's  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 Standby Equity  Distribution  Agreement,  the Company
has 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  is  entitled  to  receive,  as a
one-time  placement agent fee, shares of the Company's common stock in an amount
equal to $10,000 divided by the volume  weighted  average price of the Company's
shares, as quoted on Bloomberg, LP, as of July 15, 2005.

      On July 15, 2004,  the Company  also  entered  into a Securities  Purchase
Agreement  with Cornell.  Pursuant to the  Securities  Purchase  Agreement,  the
Company shall issue convertible-redeemable debentures to Cornell 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  will be disbursed
within five days of the  execution of the  Securities  Purchase  Agreement.  The
debentures  may be redeemed by the Company at any time,  in whole or in part. If
on the date of  redemption,  the closing price of the Company's  common stock is
greater than the conversion price in effect,  the Company 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 the Company.

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)   Exhibit No. Description


                                       2
<PAGE>

--------------------------------------------------------------------------------
Exhibit        Description                                          Location
--------------------------------------------------------------------------------

Exhibit 99.1   Standby Equity  Distribution  Agreement dated as of  Provided
               July 15,  2005  between  the  Company  and  Cornell  herewith
               Capital Partners, LP

Exhibit 99.2   Securities  Purchase Agreement dated as of July 15,  Provided
               2005  between  the  Company  and  Cornell   Capital  herewith
               Partners, LP

Exhibit 99.3   Registration  Rights Agreement dated as of July 15,  Provided
               2005  between  the  Company  and  Cornell   Capital  herewith
               Partners, LP

Exhibit 99.4   Security  Agreement  dated  as  of  July  15,  2005  Provided
               between the Company and Cornell  Capital  Partners,  herewith
               LP

Exhibit 99.5   Investor Registration Rights Agreement dated as of   Provided
               July 15, 2005 between the Company and Cornell        herewith
               Capital Partners, LP

Exhibit 99.6   Placement  Agent  Agreement  dated  as of July  15,  Provided
               2005 by and  among  the  Company,  Cornell  Capital  herewith
               Partners, LP and Newbridge Securities Corporation

Exhibit 99.7   Warrant dated as of July 15, 2005 issued to          Provided
               Cornell Capital Partners, LP                         herewith

Exhibit 99.8   Warrant dated as of July 15, 2005 issued to          Provided
               Cornell Capital Partners, LP                         herewith

Exhibit 99.9   Convertible Debenture dated as of July 15, 2005      Provided
               issued to Cornell Capital Partners, LP               herewith

Exhibit 99.10  Pledge and Escrow Agreement dated July 15, 2005      Provided
               among the Company, Cornell Capital Partners, LP,     herewith
               Visioneer Holding Group, Inc. and David Gonzalez,
               Esq.

Exhibit 99.11  Escrow Agreement dated July 15, 2005 among the       Provided
               Company, Cornell Capital Partners, LP and David      herewith
               Gonzalez, Esq.

Exhibit 99.12  Escrow Agreement dated July 15, 2005 among the       Provided
               Company, Cornell Capital Partners, LP and David      herewith
               Gonzalez, Esq.

Exhibit 99.13  Subsidiary Security Agreement dated as of July 15,   Provided
               2005 between the Teleplus Retail Services, Inc.      herewith
               and Cornell Capital Partners, LP

Exhibit 99.14  Subsidiary Security Agreement dated as of July 15,   Provided
               2005 between the Teleplus Wireless Corp. and         herewith
               Cornell Capital Partners, LP

Exhibit 99.15  Subsidiary Security Agreement dated as of July 15,   Provided
               2005 between the Teleplus Connect Corp. and          herewith
               Cornell Capital Partners, LP


                                       3
<PAGE>

                                   SIGNATURES

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

Date: July 19, 2005                        TELEPLUS ENTERPRISES, INC.


                                           By:    /s/ Marius Silvasan
                                                  -------------------------
                                           Name:  Marius Silvasan
                                           Title: Chief Operations Officer
{"company-data": {"conformed-name": "TELEPLUS ENTERPRISES INC", "cik": "0001133754", "assigned-sic": "5900", "irs-number": "900045023"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-49628", "film-number": "05962165"}, "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 19, 2005

                           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)

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

                             465 St. Jean, Suite 601
                         Montreal, Quebec Canada H2Y 2R6
          -------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

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 15, 2005, the Company,  entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP, dated as of July 15, 2005. Pursuant
to  the  Standby  Equity  Distribution  Agreement,   the  Company  may,  at  its
discretion,  periodically  sell  to  Cornell  Capital  Partners  shares  of  the
Company's common stock for a total purchase price of up to $35 million. For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital  Partners will pay the Company 98% of the lowest volume weighted
average  price of the Company's  common stock as quoted by Bloomberg,  LP on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the five days immediately  following the notice date.
The price paid by Cornell  Capital  Partners  for the  Company's  stock shall be
determined  as of the date of each  individual  request for an advance under the
Standby Equity Distribution Agreement. Cornell Capital Partners will also retain
5% of each advance under the Standby Equity  Distribution  Agreement.  Cornell's
obligation to purchase  shares of the  Company's  common stock under the Standby
Equity Distribution  Agreement is subject to certain  conditions,  including the
Company  obtaining  an  effective  registration  statement  for  shares  of  the
Company's common stock sold under the Standby Equity Distribution  Agreement and
is limited to  $2,000,000  per five  consecutive  trading days after the advance
notice is provided to Cornell Capital Partners.

      Upon the execution of the Standby Equity Distribution  Agreement,  Cornell
Capital  Partners is entitled to receive as a one-time  commitment fee 2,500,000
shares of the  Company's  common stock and two  warrants to purchase  20,000,000
shares of the Company's  common stock.  Each warrant entitles the holder thereof
to purchase  common stock for 10,000,000  shares of the Company's  common stock.
The first warrant for  10,000,000  shares of the  Company's  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 the  Company's  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 Standby Equity  Distribution  Agreement,  the Company
has 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  is  entitled  to  receive,  as a
one-time  placement agent fee, shares of the Company's common stock in an amount
equal to $10,000 divided by the volume  weighted  average price of the Company's
shares, as quoted on Bloomberg, LP, as of July 15, 2005.

      On July 15, 2004,  the Company  also  entered  into a Securities  Purchase
Agreement  with Cornell.  Pursuant to the  Securities  Purchase  Agreement,  the
Company shall issue convertible-redeemable debentures to Cornell 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  will be disbursed
within five days of the  execution of the  Securities  Purchase  Agreement.  The
debentures  may be redeemed by the Company at any time,  in whole or in part. If
on the date of  redemption,  the closing price of the Company's  common stock is
greater than the conversion price in effect,  the Company 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 the Company.

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)   Exhibit No. Description

                                       2
--------------------------------------------------------------------------------
Exhibit        Description                                          Location
--------------------------------------------------------------------------------

Exhibit 99.1   Standby Equity  Distribution  Agreement dated as of  Provided
               July 15,  2005  between  the  Company  and  Cornell  herewith
               Capital Partners, LP

Exhibit 99.2   Securities  Purchase Agreement dated as of July 15,  Provided
               2005  between  the  Company  and  Cornell   Capital  herewith
               Partners, LP

Exhibit 99.3   Registration  Rights Agreement dated as of July 15,  Provided
               2005  between  the  Company  and  Cornell   Capital  herewith
               Partners, LP

Exhibit 99.4   Security  Agreement  dated  as  of  July  15,  2005  Provided
               between the Company and Cornell  Capital  Partners,  herewith
               LP

Exhibit 99.5   Investor Registration Rights Agreement dated as of   Provided
               July 15, 2005 between the Company and Cornell        herewith
               Capital Partners, LP

Exhibit 99.6   Placement  Agent  Agreement  dated  as of July  15,  Provided
               2005 by and  among  the  Company,  Cornell  Capital  herewith
               Partners, LP and Newbridge Securities Corporation

Exhibit 99.7   Warrant dated as of July 15, 2005 issued to          Provided
               Cornell Capital Partners, LP                         herewith

Exhibit 99.8   Warrant dated as of July 15, 2005 issued to          Provided
               Cornell Capital Partners, LP                         herewith

Exhibit 99.9   Convertible Debenture dated as of July 15, 2005      Provided
               issued to Cornell Capital Partners, LP               herewith

Exhibit 99.10  Pledge and Escrow Agreement dated July 15, 2005      Provided
               among the Company, Cornell Capital Partners, LP,     herewith
               Visioneer Holding Group, Inc. and David Gonzalez,
               Esq.

Exhibit 99.11  Escrow Agreement dated July 15, 2005 among the       Provided
               Company, Cornell Capital Partners, LP and David      herewith
               Gonzalez, Esq.

Exhibit 99.12  Escrow Agreement dated July 15, 2005 among the       Provided
               Company, Cornell Capital Partners, LP and David      herewith
               Gonzalez, Esq.

Exhibit 99.13  Subsidiary Security Agreement dated as of July 15,   Provided
               2005 between the Teleplus Retail Services, Inc.      herewith
               and Cornell Capital Partners, LP

Exhibit 99.14  Subsidiary Security Agreement dated as of July 15,   Provided
               2005 between the Teleplus Wireless Corp. and         herewith
               Cornell Capital Partners, LP

Exhibit 99.15  Subsidiary Security Agreement dated as of July 15,   Provided
               2005 between the Teleplus Connect Corp. and          herewith
               Cornell Capital Partners, LP

                                       3
SIGNATURES

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

Date: July 19, 2005                        TELEPLUS ENTERPRISES, INC.

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