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-