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

                       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) : AUGUST 18, 2006

                          COMMISSION FILE NO. 000-49628


                           TELEPLUS ENTERPRISES, INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           Nevada                                           98-0045023
-------------------------------                ---------------------------------
(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 15, 2006, the Company issued a press release (and a correction  issued
August 18, 2006) announcing certain financial results and information  regarding
its second  quarter of 2006.  In the August 15, 2006  release,  the Company also
disclosed it will amend previously issued financial results as more particularly
outlined  in Item 4.02  below.  Copies of both press  releases  are  attached as
Exhibit 99.1 hereto.

ITEM 4.02.  NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL  STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW

The Company,  on August 14, 2006,  filed its quarterly report on Form 10-QSB for
the  period  ended  June 30,  2006.  After  consultation  with  its  independent
registered  public  accounting firm, on or about July 21, 2006, the Company upon
further  evaluation  of  the  securities   purchase  agreement  and  convertible
debenture entered into with Cornell Capital  Partners,  LP on December 13, 2005,
determined  that  there  was a  derivative  liability  component  that  required
bifurcation from the convertible debt instrument which required reclassification
and a separate accounting treatment. In addition, subsequent to the acquisitions
of  Telizon,  Inc.  ("Telizon"),  Freedom  Phone  Lines  ("Freedom")  and Avenue
Reconnect,  Inc.  ("Avenue  Reconnect"),  the  Company  engaged  an  independent
valuation  specialist to value the components of the net assets  acquired.  Upon
receipt of this valuation, the Company reclassified certain assets from goodwill
that  was  previously  recorded  to  other  intangible  assets  with  definitive
estimated useful lives that required amortization expense.

As a result of these  adjustments,  the Company  will be  amending,  in the near
future,  previously  issued  quarterly  reports filed on Form 10-QSB for periods
ended on March 31,  2006,  September  30,  2005 and June 30, 2005 as well as its
annual report filed on Form 10-KSB for the year ended December 31, 2005.

The Company's  10-QSB for the six months ended June 30, 2006 filed on August 14,
2006 incorporated all of the above mentioned changes.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

With an  effective  date of August 18, 2006,  Kelly  McLaren  resigned  from the
Company as Director and President to pursue other business opportunities.  There
are no  material  disagreements  between  Ms.  McLaren  and the  Company and Ms.
McLaren's resignation was voluntary.

The Company will not, in the near  future,  replace the position of President of
the  Company.  Mr.  Marius  Silvasan,  CEO,  will assume  most of Ms.  McLaren's
responsibilities and will be supported by the Company's COO, Mr. Tom Davis.


                                       -2-
<PAGE>

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.


August 18, 2006                         /s/  Marius  Silvasan
                                        ----------------------------------------
                                             Marius Silvasan
                                             Chief Executive Officer


August 18, 2006                         /s/  Robert Krebs
                                        ----------------------------------------
                                             Robert Krebs
                                             Chief Financial Officer


August 18, 2006                         /s/  Tom Davis
                                        ----------------------------------------
                                             Tom Davis
                                             Chief Operating Officer


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS:
---------

EXHIBIT 17 RESIGNATION LETTER OF KELLY MCLAREN.

EXHIBIT 99.1 SUPPLEMENTAL FINANCIAL INFORMATION.


                                       -3-
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================================================================================

                       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) : AUGUST 18, 2006

                          COMMISSION FILE NO. 000-49628

                           TELEPLUS ENTERPRISES, INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Nevada                                           98-0045023
-------------------------------                ---------------------------------
(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 15, 2006, the Company issued a press release (and a correction  issued
August 18, 2006) announcing certain financial results and information  regarding
its second  quarter of 2006.  In the August 15, 2006  release,  the Company also
disclosed it will amend previously issued financial results as more particularly
outlined  in Item 4.02  below.  Copies of both press  releases  are  attached as
Exhibit 99.1 hereto.

ITEM 4.02.  NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL  STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW

The Company,  on August 14, 2006,  filed its quarterly report on Form 10-QSB for
the  period  ended  June 30,  2006.  After  consultation  with  its  independent
registered  public  accounting firm, on or about July 21, 2006, the Company upon
further  evaluation  of  the  securities   purchase  agreement  and  convertible
debenture entered into with Cornell Capital  Partners,  LP on December 13, 2005,
determined  that  there  was a  derivative  liability  component  that  required
bifurcation from the convertible debt instrument which required reclassification
and a separate accounting treatment. In addition, subsequent to the acquisitions
of  Telizon,  Inc.  ("Telizon"),  Freedom  Phone  Lines  ("Freedom")  and Avenue
Reconnect,  Inc.  ("Avenue  Reconnect"),  the  Company  engaged  an  independent
valuation  specialist to value the components of the net assets  acquired.  Upon
receipt of this valuation, the Company reclassified certain assets from goodwill
that  was  previously  recorded  to  other  intangible  assets  with  definitive
estimated useful lives that required amortization expense.

As a result of these  adjustments,  the Company  will be  amending,  in the near
future,  previously  issued  quarterly  reports filed on Form 10-QSB for periods
ended on March 31,  2006,  September  30,  2005 and June 30, 2005 as well as its
annual report filed on Form 10-KSB for the year ended December 31, 2005.

The Company's  10-QSB for the six months ended June 30, 2006 filed on August 14,
2006 incorporated all of the above mentioned changes.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

With an  effective  date of August 18, 2006,  Kelly  McLaren  resigned  from the
Company as Director and President to pursue other business opportunities.  There
are no  material  disagreements  between  Ms.  McLaren  and the  Company and Ms.
McLaren's resignation was voluntary.

The Company will not, in the near  future,  replace the position of President of
the  Company.  Mr.  Marius  Silvasan,  CEO,  will assume  most of Ms.  McLaren's
responsibilities and will be supported by the Company's COO, Mr. Tom Davis.

                                       -2-
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.

August 18, 2006                         /s/  Marius  Silvasan
                                        ----------------------------------------
                                             Marius Silvasan
                                             Chief Executive Officer

August 18, 2006                         /s/  Robert Krebs
                                        ----------------------------------------
                                             Robert Krebs
                                             Chief Financial Officer

August 18, 2006                         /s/  Tom Davis
                                        ----------------------------------------
                                             Tom Davis
                                             Chief Operating Officer

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS:
---------

EXHIBIT 17 RESIGNATION LETTER OF KELLY MCLAREN.

EXHIBIT 99.1 SUPPLEMENTAL FINANCIAL INFORMATION.

                                       -3-