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
Date of Report (Date of earliest event reported) August 25, 2004
TelePlus Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-49628 98-0045023
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
465 St.Jean, Suite 601, Montreal, Quebec, Canada H2Y 2R6
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (514) 344-0778
N/A
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] 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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective August 25, 2004, the client-auditor relationship between TelePlus
Enterprises, Inc. (the "Company") and Bateman & Co., Inc., P.C. ("Bateman")
ceased as the former principal independent accountant was dismissed. On that
same day, the Company engaged Lopez, Blevins, Bork & Associates, LLP ("Lopez")
as the Company's principal independent accountant to audit the Company's
financial statements for the fiscal year ended December 31, 2004. The decision
to change accountants from Bateman to Lopez was recommended by the Audit
Committee of the Board of Directors of the Company and approved by the Board of
Directors. Bateman succeeded Malone & Bailey, PLLC ("Malone"). Bateman served
as the Company's independent public accountant from August 16, 2004 to the date
of Bateman's dismissal. Bateman reviewed the Company's financial statements for
the interim period ended June 30, 2004; however, Bateman did not audit or issue
any report on the Company's financial statements. The Company previously
provided the disclosure required by Item 304 of Regulation S-B regarding the
change of accountants from Malone to Bateman, including a letter from Malone, on
its Form 8-K filed with the Securities and Exchange Commission (the
"Commission") on August 16, 2004. The auditing partner in charge of auditing
the Company's financial statements has remained the same, but he left Malone,
joined Bateman for brief period of time, and left Bateman to start Lopez which
is now a registered public accounting firm.
Malone served as the Company's principal independent accountant for the fiscal
year ended December 31, 2003. Malone's report dated April 5, 2004, on the
consolidated balance sheet of the Company as of December 31, 2003, and the
related consolidated statements of operations, stockholders' equity,
comprehensive income and cash flows for each of the two years then ended, and
any later interim period, including the interim period up to and including the
date the relationship with Malone ceased, and the interim period up to and
including the date the relationship with Bateman ceased, did not contain an
adverse opinion or disclaimer of opinion, or qualification or modification as to
uncertainty, audit scope, or accounting principles.
In connection with the audit of the Company's fiscal years ended December 31,
2002 and 2003, and any later interim period, including the interim period up to
and including the date the relationship with Malone ceased, and the interim
period up to and including the date the relationship with Bateman ceased, there
have been no disagreements with Malone or Bateman on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Malone
or Bateman would have caused Malone or Bateman (had Bateman issued a report) to
make reference to the subject matter of the disagreement(s) in connection with
its report on the Company's financial statements. There have been no reportable
events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B during the
Company's two most recent fiscal years ended December 31, 2003, and any later
interim period, including the interim period up to and including the date the
relationship with Malone ceased, and the interim period up to and including the
date the relationship with Bateman ceased.
The Company has authorized Bateman to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
principal independent accountant. The Company has requested that Bateman review
the disclosure and Bateman 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 Lopez 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)(A) of
Regulation S-B and the related instructions) between the Company and Bateman,
the Company's previous principal independent accountant, as there were no such
disagreements, or an other reportable event (as defined in Item 304(a)(1)(iv)(B)
of Regulation S-B) during the Company's two most recent fiscal years ended
December 31, 2003, and any later interim period, including the interim period up
to and including the date the relationship with Malone ceased, and any interim
period up to and including the date the relationship with Bateman ceased.
Neither has the Company received any written report nor any oral advice
concluding that there was an important factor to be considered by the Company in
reaching a decision as to an accounting, auditing, or financial reporting issue.
Lopez has reviewed the disclosure in this Report 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 of
Regulation S-B. Lopez did not furnish such a letter to the Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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16.1(1) Letter from Malone & Bailey, PLLC
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16.2* Letter from Bateman & Co., Inc., P.C.
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(1) Filed as Exhibit 16.1 to the Form 8-K filed on August 16, 2004, and
incorporated herein by reference.
* Filed herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELEPLUS ENTERPRISES, INC.
By: /s/ Marius Silvasan
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Marius Silvasan
Chief Executive Office
Dated: August 25, 2004
Exhibit 16.2
August 25, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: TelePlus Enterprises, Inc.
Commission File Number 000-49628
We have read the statements that we understand TelePlus Enterprises, Inc. will
include under Item 4.01 of the Form 8-K report it will file regarding the recent
change of auditors. We agree with such statements made regarding our firm. We
have no basis to agree or disagree with other statements made under Item 4.01.
Very truly yours,
/s/ Bateman & Co., Inc., P.C.
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Bateman & Co., Inc., P.C.