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) : ~~July~~January 315, ~~2007~~ 2008

Commission File No. 000-49628

TELEPLUS WORLD, CORP.

(Exact name of registrant as specified in its charter)

Nevada	90-0045023
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

6101 Blue Lagoon Drive, Suite 450, Miami, Florida 33126

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(Address of principal executive offices)

786-594-3939

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(Issuer telephone number)

~~Teleplus Enterprises, Inc.~~----------------------------------------------------------------------------------------

7575 Transcanadienne, Suite 305, St-Laurent, Quebec, Canada H4T 1V6

(Former Name and Address)

~~Item~~ITEM 1 8.01. ~~Entry~~OTHER ~~into a Material Definitive Agreement~~EVENTS.

OnTelePlus ~~July 3, 2007, Teleplus~~ World, Corp. (~~the~~ “~~Company~~TelePlus”) ~~entered~~or ~~into a certain Securities Purchase Agreement (~~“~~SPA”) with Cornell Capital Partners, LP (“Cornell” and together with the~~ Company~~, the “Parties~~”) ~~pursuant~~advised toshareholders ~~which~~on ~~the~~December ~~Company issued~~21, ~~to Cornell Three Million Dollars ($3~~ 2008,~~000,000)~~ ~~in secured convertible debentures (the “Debentures”)~~ of ~~even date with~~ the ~~SPA.~~Company’s ~~The~~decision ~~Debentures were fully funded on July 3, 2007. The Debentures are convertible, in whole or in part, at any time and from time~~ to ~~time~~exit ~~before maturity at~~ the ~~option~~MVNO of(Mobile ~~the~~Virtual ~~holder at the~~Network ~~lower of (a~~ Operator) ~~$0.035~~business orsegment (b)the ~~ninety-five~~"MVNO ~~percent (90%~~Segment") ofoperated ~~the~~by ~~lowest~~its ~~volume weighted~~Liberty ~~average price of common stock for twenty (20) trading days immediately~~Wireless ~~preceding~~ and ~~the~~Maximo ~~conversion~~Impact ~~date~~brands. ~~Beginning~~In onthis ~~August 2~~regard, ~~2007,~~effective ~~and~~January ~~continuing~~15, on 2008, the ~~first Trading Day of each calendar month thereafter, the~~ Company ~~shall make mandatory~~has ~~redemptions~~sold ~~(“Mandatory~~its ~~Redemption”)~~wireless ~~consisting~~assets ofto ~~outstanding principal.~~Cozac ~~The~~LLC ~~principal~~for ~~amount of each Mandatory Redemption shall be equal to~~ $~~100,000~~1.3 ~~per~~million ~~calendar month, until all amounts owed under this Debenture have been paid~~ in ~~full. The Debentures have a term~~ assumption of ~~three~~liabilities ~~(3)~~relating ~~years, piggy-back registration rights and accrue interest at a rate equal~~ to ~~twelve~~those ~~percent (12%) per year~~assets. ~~The~~Full ~~Debentures~~agreements are ~~secured~~attached ~~by certain pledged assets of the Company.~~hereto The Parties have also entered into an Investor Registration Rights Agreement, pursuant to which the Company has agreed, if required by Cornell, to provide certain registration rights under the Securities Act of 1933, as ~~amended, and~~ ~~the rules and regulations thereunder, and applicable state securities laws~~ exhibits.

The Company ~~used~~intends ~~a portion of the proceeds from the sale of the Convertible Debentures~~ to ~~pay~~focus ~~the~~its ~~final~~efforts ~~balloon~~on ~~payment~~its tocore ~~the~~telecommunication ~~former shareholders of~~service ~~Telizon Inc. pursuant to the Share Purchase Agreement dated June 30, 2005~~ which ~~between~~ represents the ~~former~~bulk ~~shareholders~~ of ~~Telizon and~~ the ~~Company~~company’s ~~subsidiary Teleplus Connect Corp. (“Teleplus Connect”) in the amount of CDN$1~~revenues,~~631,776.00~~ ~~(the “Telizon~~is ~~Payment”).~~profitable ~~With this final balloon payment, all obligations of the Company~~ and ~~Teleplus~~provides ~~Connect are complete and all security agreements, including~~good ~~that~~ cash ~~certain~~flows Secured Promissory Note of July 18, 2005 issued by Teleplus Connect in favor of the former shareholders of Telizon are null and void. Furthermore, the Company also used a portion of the proceeds to ~~pay~~fund ~~the~~ongoing final balloon payment to the former shareholders of 1500536 ONTARIO INC ("One Bill") pursuant to the Share Purchase Agreement dated June 30, 2005 between the former shareholders of One Bill and Teleplus Connect in the amount of CDN$168,224operations.28 (the “One Bill Payment”). With this final balloon payment, all obligations of the Company and Teleplus Connect are complete and all security agreements, including that certain Secured Promissory Note of July 18, 2005 issued by Teleplus Connect in favor of the former shareholders of One Bill are null and void.

The Company intends to use the remainder of the proceeds for general working purposes to grow its wireless business.

In connection with the SPA the Company also issued Cornell a warrant to purchase 50,000,000 shares of the Company’s common stock at an exercise price of $0.03; a warrant to purchase 30,000,000 shares of the Company’s common stock at an exercise price of $0.05; and issued 4,000,000 restricted shares of the Company’s common stock to Cornell.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

Exhibit	Description	Location
10.1	~~Securities~~Asset Purchase Agreement~~, dated July 3, 2007, by and between the Company and Cornell.~~	Provided herewith
10.2	Form of Secured Convertible Debenture, dated July 3, 2007, issued by the Company to Cornell.	Provided herewith
10.3	Third Amended and Restated Security Agreement, dated July 3, 2007, by and between the Company.	Provided herewith
10.4	Investor Registration Rights Agreement, dated July 3, 2007, by and between the Company and Cornell.	Provided herewith
10.5	Form of Warrant issued to Cornell by the Company dated July 3, 2007 (50,000,000 shares).	Provided herewith
10.6	Form of Warrant issued to Cornell by the Company dated July 3, 2007 (30,000,000 shares).	Provided herewith
10.7	Third Amended and Restated Subsidiary Security Agreement between Teleplus Connect Corp. and Cornell dated July 3, 2007.	Provided herewith
10.8	Third Amended and Restated Subsidiary Security Agreement between Teleplus Wireless, Corp. and Cornell dated July 3, 2007.	Provided herewith
10.9	Third Amended and Restated Pledge and Escrow Agreement by and among Cornell, the Company, Visioneer Holding Group, Inc. and David Gonzalez dated July 3, 2007.	Provided herewith

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~~TelePlus World, Corp.

July 6, 2007		/s/ Marius Silvasan
January 15, 2008		/s/ Marius Silvasan
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		Marius Silvasan
		Chief Executive Officer
January 15, 2008		/s/ Cris Neely
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		Cris Neely
		Chief Financial Officer

July 6, 2007		/s/ Cris Neely
		Cris Neely
		Chief Financial Officer

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