TelePlus Enterprises, Inc. (TelePlus), incorporated on April 16, 1999, is a vertically integrated provider of wireless and landline products and services in Canada and the United States. The Company's retail division, TelePlus Retail Services, Inc., owns and operates a national chain of TelePlus branded stores in shopping malls, selling a line of wireless and portable communication devices. TelePlus Wireless, Corp., a subsidiary of the Company, operates a virtual wireless network selling cellular network access to distributors in the United States. TelePlus Connect is a reseller of landline and long-distance services, including Internet services. TelePlus has a diversified product mix that is complemented with accessory offerings. Operations in Canada TelePlus, through its wholly owned subsidiary, TelePlus Retail Services, Inc. operates 39 TelePlus-branded stores in three Canadian provinces. The Company completed the acquisition of two companies during the year ended December 31, 2004: SMARTCELL and CELLZ. In December 2004, the Company announced that it had signed a definitive agreement to acquire 100% of the shares of Freedom Phones Lines. Freedom Phone Lines, a Bell Canada reseller of landline and long-distance services, which serves over 3,300 customers in the Ontario area. In January 2005, TelePlus entered into a definitive agreement to acquire Telizon, Inc. Telizon is a reseller of landline/long distance services and also an Internet service provider. TelePlus has also negotiated and expects to sign definitive agreements to acquire 100% of the shares of Keda Consulting Corp. Keda Consulting provides a range of management consulting services to the North American telecommunications industry, specializing in business development, sales/marketing and operations. TelePlus is a provider of wireless and portable communication devices in Canada. The Company's products include wireless handsets and services from Canadian carriers, international phones, satellites, home phones and other mobile electronic devices, including an exclusive line of international phones. Sales of these products accounted for over 75% of the Company's total revenue during the year ended December 31, 2004. TelePlus is a multi-brand wireless retailer in the province of Quebec. TelePlus promotes products and services, which include wireless products/services sold by Fido Solutions, Telus Mobility, Bell Mobility and Virgin Mobile; home phones sold by V-Tech, Sanyo, Siemens and Uniden; pagers and two-way pagers sold by PageNet and Unipage, and satellite dish systems sold by StarChoice. The Company competes with Rogers Wireless, AT&T Wireless, Microcell and Bell Mobility. Operations in the United States TelePlus Wireless Corp., a wholly owned subsidiary of TelePlus, has initiated deployment of the Company's mobile virtual network operator. In November 2004, the Company announced an agreement with Consumer Cellular for the use of the AT&T Wireless network, a part of Cingular network, which called for the network to be the carrier of choice to run TelePlus' mobile virtual network. In January 2005, the Company announced a distribution agreement with Mr. Prepaid Network. The agreement covers the distribution of Teleplus Wireless services across the Mr. Prepaid Network. Mr. Prepaid, based in the United States, supplies a variety of wireless phones, related accessories and wireless and long-distance vouchers to over 700 retail points of distribution located on the East Coast. In addition, it has launched its own mobile virtual network program under the UR MOBILE brand name. The Company competes with Cingular, Verizon Wireless, SprintPCS, Tmobile and Nextel.

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