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) : OCTOBER 21, 2003
COMMISSION FILE NO. 0-49915
TELEPLUS ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 90-0045023
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
465 ST. JEAN, SUITE 601, MONTREAL, QUEBEC, CANADA H4N 2R6
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(514) 344-0778
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(ISSUER TELEPHONE NUMBER)
HerbalOrganics.com, Inc.7708 - 119A St., Delta, B.C., Canada V4C 6N6
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FORMER NAME AND ADDRESS
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective October 21, 2003, the client-auditor relationship between Teleplus
Enterprises, Inc., formerly HerbalOrganics.com, Inc. (the "Company") and Clyde
Bailey, P.C., an independent chartered accountant ("Bailey") ceased as the
former accountant was dismissed. On that date, the Company engaged Malone &
Bailey, PLLC ("Malone") as its principal independent public accountant. Bailey
had served as the Company's auditor since January 2003, after succeeding Mark
Bailey & Co. Ltd. ("Bailey & Co."), who had served as the Company's auditor from
inception on April 16, 1999 to December 31, 2002.
Malone & Bailey, PLLC is succeeding Bailey. Bailey audited the balance sheet
of the Company as of December 31, 2001 and December 31, 2002 and the related
statement of operations, statement of stockholders' equity, and the statement of
cash flows from April 16, 1999 (Inception) to December 31, 2002. Bailey's
report on the financial statements of the Company for the fiscal years ended
December 31, 2001 and December 31, 2002 and any later interim period up to and
including the date the relationship with Bailey ceased did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles except for concerns
about the Company's ability to continue as a going concern.
Bailey & Co. audited the balance sheet of the Company as of December 30, 2000
and December 31, 2001 and the related statement of operations, statement of
stockholders' equity, and the statement of cash flows from April 16, 1999
(Inception) to December 31, 2001. Bailey & Co.'s reports on the financial
statements for the years ended December 31, 2000 and 2001 did not contain any
adverse opinion or disclaimer or opinion and were not modified as to
uncertainty, audit scope or accounting principles.
The Company previously authorized Bailey& Co. to respond fully to any inquiries
of any new auditors hired by the Company relating to their engagement as the
Company's independent accountant. The Company requested that Bailey & Co. review
the disclosure and Bailey & Co. was given an opportunity to furnish the Company
with a letter addressed to the Commission containing any new information,
clarification of the Company's expression of its views, or the respect in which
it did not agree with the statements made by the Company. Such letter was filed
as an exhibit to the Report on Form 8-K filed on April 3, 2003.
In connection with the audit of the Company's two most recent fiscal years
ending December 31, 2002 and any later interim period, including the interim
period up to and including the date the relationship with Bailey ceased, there
have been no disagreements with Bailey on any matters of accounting principles
or practices, financial statement disclosure of auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Bailey would have
caused Bailey to make reference to the subject matter of the disagreement(s) in
connection with its report on the Company' financial statements. Since the
Company's incorporation on April 16, 1999, there have been no reportable events
as defined in Item 301(a)(1)(v) of Regulation S-K.
The Company has authorized Bailey to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
independent accountant. The Company has requested that Bailey review the
disclosure and Bailey has been given an opportunity to furnish the Company
with a letter addressed to the Commission containing any new information,
clarification of the Company's expression of its views, or the respect in
which it does not agree with the statements made by the Company herein. Such
letter is filed as an exhibit to this Report.
The Company has not previously consulted with Malone & Bailey, PLLC regarding
either (i) the application of accounting principles to a specified transaction,
either completed or proposed; or (ii) the type of audit opinion that might be
rendered on the Company's financial statements; or (iii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) between the Company and Bailey, the
Company's previous independent accountant, as there were no such disagreements
or an other reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K)
from the Company's incorporation on April 16, 1999 through December 31, 2002 and
any later interim period, including the interim period up to and including the
date the relationship with Bailey ceased. Neither has the Company received any
written or oral advice concluding there was an important factor to be considered
by the Company in reaching a decision as to an accounting, auditing, or
financial reporting issue. Malone & Bailey, PLLC has reviewed the disclosure
required by Item 304(a) before it was filed with the Commission and has been
provided an opportunity to furnish the Company with a letter addressed to the
Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the
statements made by the Company in response to Item 304(a). Malone & Bailey, PLLC
did not furnish a letter to the Commission.
c) Exhibits:
15.1(1) Letter from Mark Bailey & Co. Ltd.
15.2(*) LETTER FROM CLYDE BAILEY, P.C., CHARTERED ACCOUNTANT
* FILED HEREIN
(1) FILED AS AN EXHIBIT TO THE FORM 8-K FILED WITH THE SEC ON APRIL 3, 2003.
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.
October 24, 2003
/s/ Marius Silvasan
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Marius Silvasan
Chief Executive Officer
Exhibit 15.2
October 21, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the statements made under Item 4 of Form 8-K of
HerbalOrganics.com, Inc. dated October 17, 2003, relating to Clyde Bailey, P.C.
/s/ Clyde Bailey, P.C.
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Clyde Bailey, P.C., Certified Public Accountants
Independent Public Accountants