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 1, 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)

            465 St. Jean, Suite 601, Montreal, Quebec, Canada H2Y 2R6
--------------------------------------------------------------------------------
                            (Former Name and Address)

<PAGE>

ITEM 2.01. ACQUISITION OR DISPOSITION OF ASSETS.

KEDA CONSULTING CORP. AMENDMENT #1, #2 and #3

ORGINAL TRANSACTION

      On  April  4th,  2005,  Teleplus   Enterprises  Inc.   ("TelePlus"  and/or
"Purchaser" and/or "Company")  pursuant to a Share Purchase Agreement  purchased
100% of the issued and outstanding shares of Keda Consulting Corp. ("Keda"),  an
Ontario Company.  Keda had been providing a broad range of management consulting
services to the North  American  Telecommunications  industry for over 10 years,
specializing in Business Development, Sales and Marketing and Operations. At the
time of the transaction Keda had no assets or liabilities.

      Immediately  following the  transaction  Keda changed its name to TelePlus
Connect  Corp.  ("TelePlus  Connect") and Keda's  management  had taken over the
operations of TelePlus'  prepaid  landline and long distance  telephone  service
division, becoming Teleplus' Canadian-based subsidiary.

      TelePlus purchased Keda from the following  shareholders who owned 100% of
the issued and  outstanding  shares of Keda at the time of  TelePlus'  purchase:
Steve Kerekes,  Melanie Kerekes,  Jim Oattes,  Grace  Debrabandere,  Jim Reddon,
Monica Reddon, Tom Davis and Jane Davis (collectively  referred to herein as the
"Selling  Stockholders" and/or "Vendors").  Neither TelePlus nor its affiliates,
directors or officers or  associates  of  TelePlus'  directors or officers had a
relationship  with the Selling  Stockholders or Keda prior to the purchase.  The
total  consideration  payable  for the  Keda  shares  is  $20,800,000  CDN  (the
"Purchase Price") which was payable to Selling Stockholders on an earn-out basis
based on the  achievement  by  TelePlus  Connect of specific  EBITDA  benchmarks
during the next 48 months as set forth below.

      Under the Share Purchase Agreement,  among other things,  TelePlus has the
right to pay all or a portion of the  Purchase  Price by  issuing  shares of its
common  stock  to  the  Selling   Stockholders,   in  which  event  the  Selling
Stockholders  irrevocably,   jointly  and  severally,  authorized  and  directed
TelePlus  to sell said  shares in the public  market  pursuant  to an  effective
registration  on Form SB-2 in order to fulfill this  provision,  and provided in
any event that said  shares  shall be sold as soon as possible by such means and
that, after giving effect to such sales, TelePlus shall have paid to the Selling
Stockholders an aggregate of $20,800,000 CDN in cash.

AMENDMENT #1

Effective December 16, 2005, the Selling  Shareholders and Teleplus entered into
Amendment  #1 to the Share  Purchase  Agreement  pursuant  to which the  parties
agreed to define  specific terms of the Share Purchase  Agreement and modify the
payment terms as follows:

The  consideration  payable by the  Purchaser  to the Vendors for the  Purchased
Shares was up to  $20,800,000  and was to be  allocated,  paid and  satisfied by
payment to the Vendors by the  Purchaser  of an amount  payable upon the Company
achieving each $25,000 increment in monthly Adjusted EBITDA (an "EBITDA Target")
until the earlier of: (a) the Company has achieved  $400,000 in monthly Adjusted
EBITDA;  or (b) 51  months  have  passed  from  the date of the  Share  Purchase
Agreement.  The amount payable (the "Purchase Price  Installment  Payment") upon
the Company achieving each EBITDA Target shall be $1,300,000.  In the event that
the Purchase  Price  Installment  Payment  based on monthly  Adjusted  EBITDA of
$400,000 has not been earned by the Vendors prior to the date which is 51 months
from the  Closing  Date,  the  Purchaser  shall  pay to the  Vendors a pro rated
portion of any balance of  consideration  payable,  if any, based on the monthly
Adjusted EBITDA for the 51st month following the Closing Date.


                                       2
<PAGE>

Each Purchase Price Installment Payment payable shall be paid as follows:

      (i)   a minimum of thirty per cent (30%) of the Purchase Price Installment
            Payment  shall be paid to the Vendors on or before the date which is
            fifteen (15) calendar  days  following the end of the month in which
            any EBITDA Target is satisfied; and

      (ii)  the balance of the  applicable  Purchase Price  Installment  Payment
            shall be paid  within  six (6)  months  from the end of the month in
            which any EBITDA Target is satisfied.

Notwithstanding  the above,  the Vendors also  acknowledged  and agreed that the
Purchaser could satisfy all or a portion of the  consideration for the Purchased
Shares by issuing  shares of the  Purchaser's  common stock to the  Vendors,  in
which event the Vendors thereby irrevocably,  jointly and severally,  authorized
and  directed  the  Purchaser  to sell said  shares in the  public  market,  and
provided  in any event  that said  shares  should be sold by the  Purchaser  and
provided  further that,  after giving effect to such sale, the Purchaser  should
have paid to the Vendors an aggregate  amount not to exceed  $20,800,000 in cash
as set forth in Section 2.03 of the main Agreement.

AMENDMENT #2

Effective  June 30, 2006 the Selling  Shareholders  and  TelePlus  entered  into
Amendment #2 to the Share  Purchase  Agreement  pursuant to which they agreed to
modify the purchase price and payment terms as follows:

The Vendors  agreed,  notwithstanding  any other provision of the Share Purchase
Agreement, to accept $3,665,000  ("Settlement  Consideration") as full and final
consideration for the Purchased Shares, in lieu of the Obligations which remains
currently   payable  under  the  Share   Purchase   Agreement.   The  Settlement
Consideration  shall be paid to the Vendors in 43 equal monthly  installments as
follows: (a) on the first business day of each calendar month (a "Payment Date")
commencing  August 1, 2006 and continuing for 42 months thereafter the amount of
$50,000 in cash. In addition,  and commencing on the earlier of: (i) November 1,
2006;  or  (ii)  the  effective  date of the  registration  statement  filed  by
Purchaser,  and  continuing  for 42 months  thereafter  the amount of $35,000 in
shares of the  Purchaser's  common  stock (each share a  "Consideration  Share",
collectively  the  "Consideration  Shares").  The obligation of the Purchaser to
issue and  deliver  the  Consideration  Shares  to the  Vendors  is  hereinafter
referred to as the ("Share Payment Obligation"). Purchaser shall not pay Vendors
any interest on the Settlement Consideration or with respect to the payments set
forth in this section.  Vendors  expressly agree and acknowledge that, except as
set forth in this Agreement, Purchaser shall have no further payment obligations
to Vendors, including, but not limited to those obligations set forth in Article
2 of the Share Purchase Agreement.

In the event that the  registration  statement  filed by Purchaser (as set forth
below)  is not  effective  at the time that the  first or any  subsequent  Share
Payment  Obligation is due,  Purchaser shall pay the Share Payment Obligation by
paying to the Vendors the sum of $35,000 cash.


                                       3
<PAGE>

AMENDMENT #3

Effective  July 28, 2006 the Selling  Shareholders  and  TelePlus  entered  into
Amendment #3 to the Share  Purchase  Agreement  pursuant to which they agreed to
further  modify  the  purchase  price  and  payment  terms  by  eliminating  any
consideration to be paid in shares as follows:

The Vendors  agreed,  notwithstanding  any other provision of the Share Purchase
Agreement or the Amendment #1 or #2 (collectively  the  "Amendment"),  to accept
the following consideration instead of the Settlement  Consideration and in lieu
of the Obligations which are payable under the Share Purchase  Agreement and the
Amendment as full and final  consideration for the Purchased Shares. The Vendors
shall be paid  $3,600,000 in 60 equal monthly  installments of $60,000 (in cash)
on the first business day of each calendar month (a "Payment  Date")  commencing
August 1, 2006 and continuing for 59 months thereafter.  Vendors expressly agree
and acknowledge  that,  except as set forth in this  Agreement,  Purchaser shall
have no further payment  obligations to Vendors,  including,  but not limited to
those  obligations  set forth in Article 2 of the Share  Purchase  Agreement and
those  obligations  set forth in Article 2 of the Amendment.  Sections 2.2, 2.3,
and 3.4 of the Second Amendment are hereby deleted in their entirety.

ITEM 8.01. OTHER ITEMS

On July 31, 2006 Marius Silvasan,  the Company's CEO and Visioneer Holdings Inc.
(which is 100% owned by Mr.  Silvasan)  served  written notice to the Company of
the  exercise of the right to exchange  all of the  2,000,000  shares of Class A
Preferred  Stock (the  "Preferred  Shares") owned by Visioneer for shares of the
Corporation's  Common  Stock.  The right to exchange  the  Preferred  Shares for
Common stock (and the exchange rate of ten (10) shares of common stock for every
one (1)  Preferred  Share so  exchanged)  became  effective in  accordance  with
Amendment #1 to Mr. Silvasan's  Executive  Employment Agreement when the Company
achieved Positive EBITDA for the two consecutive quarters (the fourth quarter of
2005 and the first quarter of 2006) as determined in accordance  with  Amendment
#1 Mr. Silvasan's Executive Employment Agreement.


                                       4
<PAGE>

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Financial Statements of Keda & Freedom.

(a) Financial Statements of Businesses Acquired - N/A

(b) Pro Forma Financial Information - N/A

(c) Exhibits:

10.1     Amendment #1
10.2     Amendment #2
10.3     Amendment #3

                                   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.

August 1st, 2006                        /s/  Marius  Silvasan
                                        --------------------------
                                        Marius Silvasan
                                        Chief Executive Officer

August 1st, 2006                        /s/  Robert Krebs
                                        --------------------------
                                        Robert Krebs
                                        Chief Financial Officer

August 1st, 2006                        /s/  Kelly McLaren
                                        --------------------------
                                        Kelly McLaren
                                        President

August 1st, 2006                        /s/  Tom Davis
                                        --------------------------
                                        Tom Davis
                                        COO


                                       5
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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 1, 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)

            465 St. Jean, Suite 601, Montreal, Quebec, Canada H2Y 2R6
--------------------------------------------------------------------------------
                            (Former Name and Address)
ITEM 2.01. ACQUISITION OR DISPOSITION OF ASSETS.

KEDA CONSULTING CORP. AMENDMENT #1, #2 and #3

ORGINAL TRANSACTION

      On  April  4th,  2005,  Teleplus   Enterprises  Inc.   ("TelePlus"  and/or
"Purchaser" and/or "Company")  pursuant to a Share Purchase Agreement  purchased
100% of the issued and outstanding shares of Keda Consulting Corp. ("Keda"),  an
Ontario Company.  Keda had been providing a broad range of management consulting
services to the North  American  Telecommunications  industry for over 10 years,
specializing in Business Development, Sales and Marketing and Operations. At the
time of the transaction Keda had no assets or liabilities.

      Immediately  following the  transaction  Keda changed its name to TelePlus
Connect  Corp.  ("TelePlus  Connect") and Keda's  management  had taken over the
operations of TelePlus'  prepaid  landline and long distance  telephone  service
division, becoming Teleplus' Canadian-based subsidiary.

      TelePlus purchased Keda from the following  shareholders who owned 100% of
the issued and  outstanding  shares of Keda at the time of  TelePlus'  purchase:
Steve Kerekes,  Melanie Kerekes,  Jim Oattes,  Grace  Debrabandere,  Jim Reddon,
Monica Reddon, Tom Davis and Jane Davis (collectively  referred to herein as the
"Selling  Stockholders" and/or "Vendors").  Neither TelePlus nor its affiliates,
directors or officers or  associates  of  TelePlus'  directors or officers had a
relationship  with the Selling  Stockholders or Keda prior to the purchase.  The
total  consideration  payable  for the  Keda  shares  is  $20,800,000  CDN  (the
"Purchase Price") which was payable to Selling Stockholders on an earn-out basis
based on the  achievement  by  TelePlus  Connect of specific  EBITDA  benchmarks
during the next 48 months as set forth below.

      Under the Share Purchase Agreement,  among other things,  TelePlus has the
right to pay all or a portion of the  Purchase  Price by  issuing  shares of its
common  stock  to  the  Selling   Stockholders,   in  which  event  the  Selling
Stockholders  irrevocably,   jointly  and  severally,  authorized  and  directed
TelePlus  to sell said  shares in the public  market  pursuant  to an  effective
registration  on Form SB-2 in order to fulfill this  provision,  and provided in
any event that said  shares  shall be sold as soon as possible by such means and
that, after giving effect to such sales, TelePlus shall have paid to the Selling
Stockholders an aggregate of $20,800,000 CDN in cash.

AMENDMENT #1

Effective December 16, 2005, the Selling  Shareholders and Teleplus entered into
Amendment  #1 to the Share  Purchase  Agreement  pursuant  to which the  parties
agreed to define  specific terms of the Share Purchase  Agreement and modify the
payment terms as follows:

The  consideration  payable by the  Purchaser  to the Vendors for the  Purchased
Shares was up to  $20,800,000  and was to be  allocated,  paid and  satisfied by
payment to the Vendors by the  Purchaser  of an amount  payable upon the Company
achieving each $25,000 increment in monthly Adjusted EBITDA (an "EBITDA Target")
until the earlier of: (a) the Company has achieved  $400,000 in monthly Adjusted
EBITDA;  or (b) 51  months  have  passed  from  the date of the  Share  Purchase
Agreement.  The amount payable (the "Purchase Price  Installment  Payment") upon
the Company achieving each EBITDA Target shall be $1,300,000.  In the event that
the Purchase  Price  Installment  Payment  based on monthly  Adjusted  EBITDA of
$400,000 has not been earned by the Vendors prior to the date which is 51 months
from the  Closing  Date,  the  Purchaser  shall  pay to the  Vendors a pro rated
portion of any balance of  consideration  payable,  if any, based on the monthly
Adjusted EBITDA for the 51st month following the Closing Date.

                                       2
Each Purchase Price Installment Payment payable shall be paid as follows:

      (i)   a minimum of thirty per cent (30%) of the Purchase Price Installment
            Payment  shall be paid to the Vendors on or before the date which is
            fifteen (15) calendar  days  following the end of the month in which
            any EBITDA Target is satisfied; and

      (ii)  the balance of the  applicable  Purchase Price  Installment  Payment
            shall be paid  within  six (6)  months  from the end of the month in
            which any EBITDA Target is satisfied.

Notwithstanding  the above,  the Vendors also  acknowledged  and agreed that the
Purchaser could satisfy all or a portion of the  consideration for the Purchased
Shares by issuing  shares of the  Purchaser's  common stock to the  Vendors,  in
which event the Vendors thereby irrevocably,  jointly and severally,  authorized
and  directed  the  Purchaser  to sell said  shares in the  public  market,  and
provided  in any event  that said  shares  should be sold by the  Purchaser  and
provided  further that,  after giving effect to such sale, the Purchaser  should
have paid to the Vendors an aggregate  amount not to exceed  $20,800,000 in cash
as set forth in Section 2.03 of the main Agreement.

AMENDMENT #2

Effective  June 30, 2006 the Selling  Shareholders  and  TelePlus  entered  into
Amendment #2 to the Share  Purchase  Agreement  pursuant to which they agreed to
modify the purchase price and payment terms as follows:

The Vendors  agreed,  notwithstanding  any other provision of the Share Purchase
Agreement, to accept $3,665,000  ("Settlement  Consideration") as full and final
consideration for the Purchased Shares, in lieu of the Obligations which remains
currently   payable  under  the  Share   Purchase   Agreement.   The  Settlement
Consideration  shall be paid to the Vendors in 43 equal monthly  installments as
follows: (a) on the first business day of each calendar month (a "Payment Date")
commencing  August 1, 2006 and continuing for 42 months thereafter the amount of
$50,000 in cash. In addition,  and commencing on the earlier of: (i) November 1,
2006;  or  (ii)  the  effective  date of the  registration  statement  filed  by
Purchaser,  and  continuing  for 42 months  thereafter  the amount of $35,000 in
shares of the  Purchaser's  common  stock (each share a  "Consideration  Share",
collectively  the  "Consideration  Shares").  The obligation of the Purchaser to
issue and  deliver  the  Consideration  Shares  to the  Vendors  is  hereinafter
referred to as the ("Share Payment Obligation"). Purchaser shall not pay Vendors
any interest on the Settlement Consideration or with respect to the payments set
forth in this section.  Vendors  expressly agree and acknowledge that, except as
set forth in this Agreement, Purchaser shall have no further payment obligations
to Vendors, including, but not limited to those obligations set forth in Article
2 of the Share Purchase Agreement.

In the event that the  registration  statement  filed by Purchaser (as set forth
below)  is not  effective  at the time that the  first or any  subsequent  Share
Payment  Obligation is due,  Purchaser shall pay the Share Payment Obligation by
paying to the Vendors the sum of $35,000 cash.

                                       3
AMENDMENT #3

Effective  July 28, 2006 the Selling  Shareholders  and  TelePlus  entered  into
Amendment #3 to the Share  Purchase  Agreement  pursuant to which they agreed to
further  modify  the  purchase  price  and  payment  terms  by  eliminating  any
consideration to be paid in shares as follows:

The Vendors  agreed,  notwithstanding  any other provision of the Share Purchase
Agreement or the Amendment #1 or #2 (collectively  the  "Amendment"),  to accept
the following consideration instead of the Settlement  Consideration and in lieu
of the Obligations which are payable under the Share Purchase  Agreement and the
Amendment as full and final  consideration for the Purchased Shares. The Vendors
shall be paid  $3,600,000 in 60 equal monthly  installments of $60,000 (in cash)
on the first business day of each calendar month (a "Payment  Date")  commencing
August 1, 2006 and continuing for 59 months thereafter.  Vendors expressly agree
and acknowledge  that,  except as set forth in this  Agreement,  Purchaser shall
have no further payment  obligations to Vendors,  including,  but not limited to
those  obligations  set forth in Article 2 of the Share  Purchase  Agreement and
those  obligations  set forth in Article 2 of the Amendment.  Sections 2.2, 2.3,
and 3.4 of the Second Amendment are hereby deleted in their entirety.

ITEM 8.01. OTHER ITEMS

On July 31, 2006 Marius Silvasan,  the Company's CEO and Visioneer Holdings Inc.
(which is 100% owned by Mr.  Silvasan)  served  written notice to the Company of
the  exercise of the right to exchange  all of the  2,000,000  shares of Class A
Preferred  Stock (the  "Preferred  Shares") owned by Visioneer for shares of the
Corporation's  Common  Stock.  The right to exchange  the  Preferred  Shares for
Common stock (and the exchange rate of ten (10) shares of common stock for every
one (1)  Preferred  Share so  exchanged)  became  effective in  accordance  with
Amendment #1 to Mr. Silvasan's  Executive  Employment Agreement when the Company
achieved Positive EBITDA for the two consecutive quarters (the fourth quarter of
2005 and the first quarter of 2006) as determined in accordance  with  Amendment
#1 Mr. Silvasan's Executive Employment Agreement.

                                       4
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Financial Statements of Keda & Freedom.

(a) Financial Statements of Businesses Acquired - N/A

(b) Pro Forma Financial Information - N/A

(c) Exhibits:

10.1     Amendment #1
10.2     Amendment #2
10.3     Amendment #3

                                   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.

August 1st, 2006                        /s/  Marius  Silvasan
                                        --------------------------
                                        Marius Silvasan
                                        Chief Executive Officer

August 1st, 2006                        /s/  Robert Krebs
                                        --------------------------
                                        Robert Krebs
                                        Chief Financial Officer

August 1st, 2006                        /s/  Kelly McLaren
                                        --------------------------
                                        Kelly McLaren
                                        President

August 1st, 2006                        /s/  Tom Davis
                                        --------------------------
                                        Tom Davis
                                        COO

                                       5