Marius bei der Money Show


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bembelboy:

Marius bei der Money Show

 
12.07.06 19:11
TelePlus Exhibits at the Money Show in Washington, DC
Wednesday July 12, 6:30 am ET


The Money Show Will Be Held July 20-22, 2006


MONTREAL--(MARKET WIRE)--Jul 12, 2006 -- TelePlus Enterprises, Inc. (OTC BB:TLPE.OB - News) (Frankfurt:YT3F.F - News) (www.teleplus.ca) ("TelePlus" or the "Company") is pleased to announce that it will host a booth at the upcoming Money Show ("Show") held at the Wardman Park Marriott in Washington, DC from July 20 through July 22, 2006. The Show attracts thousands of investors seeking to discover public companies that have the potential to grow and evolve in high growth markets.

"We think this is a great opportunity to share the TelePlus story with both new and existing TLPE investors as we continue to execute on our business plan. TelePlus' recent acquisition of Maximo Impact, Corp. further solidifies our reach into the under-served unbanked market that analysts predict to be the fastest growing segment in the wireless industry over the next 2 years," commented Marius Silvasan, CEO of TelePlus. "I personally invite our shareholders to visit our exhibit and meet myself as well as Marc A. Grant, TLPE's Director of Investor Relations, and Kurt B. Gordon, TLPE's Chairman of the Advisory Board," added Silvasan.

TelePlus will host booth # 706 on July 20 from 12:30pm to 5:30pm, on July 21 from 9:30am to 5:00pm and on July 22 from 9:30am to 12:30pm.
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bembelboy:

Maximo Impact

 
14.07.06 21:24
14-Jul-2006

Completion of Acquisition or Disposition of Assets, Financial Statements



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%).


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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


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(c) Exhibits:

10.1 Share Purchase Agreement including all exhibits


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