FORM 10-KSB

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

[ X ]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:  August 31, 1997

[   ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

Commission file number:  0-13041

                         ENVIRONMENTAL PLUS, INCORPORATED
         -----------------------------------------------------------------
              (Exact name of registrant as specified in its charter)


      TEXAS                                              75-1939021
---------------                                    -------------------
(State or other                                       (IRS Employer
jurisdiction of                                    Identification No.)
 incorporation
or organization)

   ROUTE 1, BOX 41, OVERTON, TEXAS                        75684
---------------------------------------                ----------
(Address of principal executive offices)               (Zip Code)


Issuer's telephone number:  (903) 834-6965


                        Securities registered pursuant to
                        Section 12(b) of the Exchange Act:

                                       None.

                        Securities registered pursuant to
                        Section 12(g) of the Exchange Act:

                                   Common Stock
                                 (Title of Class)

Check whether the issuer (1) filed all reports required to be filed
by Sections 13 or 15(d) of the Exchange Act, during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                  Yes [ ]  No [X]

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.                                  [X]

State issuer's revenues for its most recent fiscal year. $528,652.

The number of shares outstanding of common stock as of November 30,
1997 was 40,371,873.  There was no established published market,
value for the Registrant's stock during the last fiscal year.
Although there were published bid and asked prices, Registrant
believes the quotes were too sparse and varied to be indicative
of an established market value.

                        DOCUMENTS INCORPORATED BY REFERENCE

      Exhibits under Part IV are incorporated by reference to
exhibits of the registrant's Form 10 Registration Statement and its
Form 10-K for fiscal years ended August 31, 1988 through 1996 and
Registrant's Forms 10-Q for the first 3 quarters of fiscal 1997.

<PAGE>

                        ENVIRONMENTAL PLUS, INCORPORATED
                                    FORM 10-KSB

                                   ANNUAL REPORT
                     FOR THE FISCAL YEAR ENDED AUGUST 31, 1997

                                      PART I

ITEM 1.      BUSINESS

      Environmental Plus, Inc. (the "Company"), is in the business
of construction and repair of industrial cooling towers, primarily
in Texas, Louisiana and Arkansas, for electric utility companies;
and the marketing of a fire retardant foam as a fire fighting
device for industrial use.  These activities are the result of two
significant acquisitions during 1996.

      Prior to the acquisition of substantially all of the shares
of the Company by Environmental Plus, Incorporated during the fiscal
year 1996, the Company operated as Kinlaw Energy Partners Corporation,
a Texas corporation, which was formed in December 1983.

      In November 1995, the Company's majority shareholder sold its
shares comprising 90.01% of the issued and outstanding common stock
of the Company to Environmental Plus Incorporated, which
subsequently changed its name to GD-JD, Inc.  Effective March 12,
1996, Messrs. George Davis and J.D. Davenport, the new majority
shareholders of the Company were elected as Directors of the
Company to fill existing vacancies.  In April 1996, Mr. James
Harris, the only remaining KEPC Director resigned.  On May 23,
1996, the Board of Directors elected J.D. Davenport as President of
the Company, George Davis as Chairman of the Board of Directors,
Secretary and Treasurer of the Company and Charles I. White as Vice
President as well as a Director of the Company.  The Directors were
also authorized to interview certified public accounting firms to
perform all required auditing, tax and audit work for the 1996
fiscal year.  Additionally, on May 23, 1996, the Directors voted to
form a subsidiary of the Company under the name of Gulf Coast
Towers, Inc.

      On June 1, 1996, the Company acquired 100% of the issued and
outstanding common stock of FireZap, Inc. ("FZI"), a Texas
corporation.  The consideration for the stock of FZI included
450,000

<PAGE>

shares of the Company's Series A Convertible Preferred Stock ($1.00
par value). The purchase agreement between the Company and FZI also
provided for certain contingent payments of an additional 450,000
shares of the Company's Series A Convertible Preferred Stock ($1.00
par value) if FZI had net revenues for the 12 months ending June 1,
1997 of $900,000.00 or greater.  The acquisition resulted in FZI
becoming a wholly owned subsidiary of the Company.  Effective July
9, 1997, because FZI did not meet certain sales levels, the FZI holders
of 300,000 shares of the Company's Series A Convertible Preferred
Stock ($1.00 par value) agreed to cancel their shares, thus leaving
only 150,000 shares of the Series A Convertible Preferred Stock
outstanding as a result of the FZI transaction.  The Company's
Series A Convertible Preferred Stock is convertible on a share for
share basis into common stock.  FZI is in the business of marketing
a fire retarding foam as a fire fighting device for industrial use.
FZI, a Texas corporation, was incorporated in January 1996.  It was
founded for the purpose of marketing products produced by Fire
Response Systems International, Inc. of Houston, Texas.  These
products are known as Aqueous Film Forming Foam ("AFFF") and are
used by fire fighters in cities, forests, agriculture, aviation,
maritime and other fire fighting application.  Three basic products
are offered to FZI's customers, two of which are sold under the
name of Fire Away and Fire Choke and are designed to quench or
choke the fire by cutting off the oxygen.  The Fire Quench product
market by the Company is produced by the Texas Department of
Corrections and may only be sold to tax supported entities.  Like
the other two products, it is biodegradable and noncorrosive.  FZI
has the exclusive right to market these products in the United
States.

      FZI currently has three major competitors in the market.
However, FZI believes that it has a price advantage as well as
current approval on environmental impact.  FZI also believes that
its products meet the current guidelines of the Department of
Defense, the Environmental Protection Agency and the General
Service Administration.

      Factory capacity is more than adequate to supply all the
product needed.  Each of the producers are able to expand on very
short notice.  All prices on the products are F.O.B., but FZI has
favorable rates with various freight lines.  Additionally,
significant inventory can be achieved at no cost on Fire Quench
since the Texas Department of Corrections will ship the product on
consignment, with billing occurring when the products are used. As of
the fiscal year ended August 31, 1997, FZI contributed no significant
income to the Company.

<PAGE>

      Effective June, 1996, the Company acquired substantially all
of the assets of Gulf Coast Cooling Tower Services, Inc. ("GCCTS")
from the Company's Director and Secretary, George Davis.  The
historical value of the assets acquired by the Company from GCCTS
was $465,600 for which the Company paid 599,000 shares of the
Company's Series A Convertible Preferred Stock, ($1.00 par value).
The acquisition resulted in the continuation of the business
underlying the assets (through the Company's subsidiary Gulf Coast
Towers, Inc.), which is construction repair of industrial cooling
towers primarily in Texas, Louisiana and Arkansas for electric
utility companies and related consulting services.

      Gulf Coast Towers, Inc., a wholly owned subsidiary of the
Company ("GCT"), which operates the business of GCCTS and is
located in Overton, Texas.  It is in the business of constructing
and repairing industrial cooling towers primarily in Texas and
Arkansas.  Its customers are generally in utility, petro chemical
and oil refining industries.

      On January 15, 1998, a Stock Purchase Agreement was entered
into among the Company and various shareholders of the Company
and Terminator Technologies, Inc. ("TTI"), a Texas corporation,
as a result of which TTI, or its affiliates, will become the new
controlling shareholders of the Company through the purchase of
the majority of the shares of common stock of the Company from
its present controlling shareholders.  The agreement with TTI
is subject to various closing conditions, including completion
and satisfaction of various covenants by the Company.  If the
conditions are satisfied and the transaction contemplated by
the agreement closes, Company operations are expected to
completely change prior to the end of fiscal 1998.  See Item 6
- Management's Discussion and Analysis or Plan of Operation
and Note 11 to Notes to Consolidated Financial Statements in
this Form 10-KSB.

      The Company has six (6) full time employees.


<PAGE>

"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995.
-----------------------------------------------------------------

      Forward-looking statements in this report, including without
limitation, statements relating to the adequacy of the Company's
resources and any anticipated changes on the Company's business
following the consummation (if any) of the Stock Purchase Agreement,
 are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.   Investors are
cautioned that such forward-looking statement involve risks and
uncertainties, including without limitation; potential quarterly
fluctuation in sales; risks associated with acquisitions and
expansion, and other risks and uncertainties indicated from time to
time in the Company's filings with the Securities and Exchange
Commission.


Year 2000 Compliance
--------------------

     The Company is aware of the issues associated with the
programming code in existing computer systems and software as
the millennium (year 2000) approaches.  The Company intends to
address problems with the "year 2000" issue during the upcoming
fiscal year.  Management has not yet assessed the "year 2000"
compliance expense and related potential effect on the Company's
earnings.


<PAGE>

ITEM 2.      PROPERTIES

      The principal office of the Company is in Overton, Texas. The
Company obtained property at 701 Industrial Blvd. in Borger, Texas
which consists of 3.98 acres with a warehouse and three (3) offices,
and a warehouse and offices at 2227 Lake Road in La Marque, Texas
when it purchased the assets of GCCTS.  The current facilities are
suitable and adequate to meet the Company's needs.

ITEM 3.      LEGAL PROCEEDINGS

      The Company is not involved in any material legal proceedings.


ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On July 9, 1997, at a duly convened annual meeting of the
Shareholders of the Company, the shareholders elected Mr. J.D.
Davenport, Mr. George Davis and Mr. Charles I. White to serve as
directors of the Company. For each of the Directors nominated and
elected at the meeting, of the 40,371,873 shares entitled to vote,
33,358,203 shares voted for the nominees, 85 against and 341 were
withheld.

                                      PART II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The common stock of the Company has traded from time to time
on the over-the-counter market.  Due to the infrequency of trades
during the past three years, the Company does not believe that there
is an established public trading market for its common stock.

<PAGE>

      As of August 31, 1997, there were 1,512 holders of record of
the Company's common stock.  There have been no dividends paid or
declared since the inception of the Company, and the Company's
present financial condition does not permit the payment of
dividends.  The Company cannot predict when, if at all, it will
commence payment of dividends.


ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
             OPERATION.

Results of Operations.
---------------------

      Overview

      The Company's results of operations for fiscal 1996 and
1997 were significantly affected by the Company's acquisition
of substantially all of the assets of GCCTS in 1996.  Virtually
all of the Company's revenues for fiscal 1997 were derived from
operations resulting from this acquisition.

      GCT, a wholly owned subsidiary of the Company, undertakes the
Company's business of construction and repair of industrial cooling
towers, primarily in Texas, Louisiana and Arkansas.  GCT has entered
into a maintenance contract with a Texas public utility company
through December 31, 1997.  This contract provided sufficient
revenue during the period through August 31, 1997 to service all
debt and pay all expenses of GCT's business.  GCT is engaged in
active bidding for similar contracts with other utility and petro
chemical companies.

      The Company does not believe that it will have to make any
material commitments for capital expenditures during the next
twelve months with respect to GCT's business as the Company
anticipates that income from operations will be a sufficient source
of funds to meet all capital needs.

      GCT's need for employees fluctuates with its contractual
commitments to provide work and services.  As a result, other than
its executive officers who will receive no compensation until
warranted by income, GCT has no full time employees.  Any employees
hired will be compensated on a job-by-job basis or in the form of
commissions for sales.

      In 1996, the Company also acquired all of the issued and
outstanding shares of common stock of Fire Zap, Inc. ("FZI"),
which experienced very little activity in fiscal year 1997.
Since FZI operations contributed little to the Company's
revenues in fiscal 1997, any impact on the Company's overall
revenue was insignificant.  The Company believes that FZI's
revenues for the next twelve months will be sufficient to meet
all capital needs, including those necessary to continue FZI's
research and development activities regarding specialized
fire fighting products.

<PAGE>

      The Company had no material commitments for capital
expenditures as of the end of fiscal 1997 and anticipates that it
will have no material commitments for capital expenditures during
fiscal 1997 which cannot be met with revenues generated from
operations.

Results of Operations for the years ended
August 31, 1996 and 1997.
-----------------------------------------

      Revenues

      Revenue from sales and other sources in fiscal 1997 was
$528,652 compared to 129,770 in fiscal 1996. The sales revenue
in fiscal 1996 and 1997 reflected the Company's acquisition of
the assets of GCCTS, and to a much lesser degree FZI.

      Costs and Expenses.

      Costs of sales in fiscal 1997 were $376,286 compared to
$93,640 in fiscal 1996 reflecting the increased revenue.  The
increase in costs of sales in fiscal 1997 from 1996 resulted
from the increase in revenue from sales during 1997.  The
General and Administrative costs for fiscal 1997 were $241,667
compared to $30,426 in 1996.  This increase resulted from an
increase in professional fees (legal and accounting) to $97,716
for fiscal 1997 compared to $13,126 for 1996, an increase
in bad debt allowance to $70,200 in 1997 compared to -0- in
1996, and a general increase in insurance, interest and
bank charges and payroll taxes.

      Other Operating Expenses.

      During 1996, the officers of the Company determined that
they would not take a salary until cash flow from operations
permitted them to pay each of the three (3) officers $50,000.
Therefore, no officers' salaries were paid in fiscal 1997 or
1996.  The  SEC staff has determined that the historical
statement of operations should reflect all costs of doing
business.  Accordingly, officers' salaries for 1996 and 1997
were imputed based on the actual number of months of
operation during those periods.  This expense is reflected
in the 1997 and 1996 statements of operations and also as an
increase to paid-in capital.  As discussed above, salaries
and benefits for fiscal 1997 were imputed at $33,860
compared to $37,500 in fiscal 1996.

<PAGE>

      New Accounting Standards.

      Effective September 1, 1996, the Company adopted SFAS No. 123,
"Accounting for Stock-Based Compensation."  SFAS No. 123 establishes
a new, fair value-based method of measuring stock-based compensation,
but does not require an entity to adopt the new method for preparing
its basic financial statements.  For entities not adopting the new
method for preparing basic financial statements, SFAS No. 123
requires disclosures in the footnotes of pro forma net earnings and
earnings per share information as if the fair value-based method had
been adopted.  The Company expects no effect from the adoption of
this new standard.

      In 1997, the Financial Accounting Standards Board issued SFAS
No. 128, "Earnings per Share."  This Statement establishes standards
for computing and presenting earnings per share and applies to
entities with publicly held common stock or potential common stock.
This Statement simplifies the previous standards for computing
earnings per share, and makes them comparable to international
EPS standards.  It replaces the presentation of primary EPS with a
presentation of basic EPS.  It also requires dual presentation of
basic and diluted EPS on the face of the income statement for all
entities with complex capital structures and requires a reconciliation
of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.  This
Statement is effective for financial statements issued for periods
ending after December 15, 1997.  The Company will comply with the
disclosure requirements of SFAS 128 in its financial statements
for its fiscal year ending August 31, 1998.

      In June 1997, the Financial Accounting Standards Board issued
SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information."  SFAS 131 establishes standards for the way
that public business enterprises report information about operating
segments in annual financial statements and requires that those
business enterprises report selected financial information about
operating segments in interim reports to shareholders.  It also
establishes standards for related disclosures about products and
services, geographic areas, and major customers.  The disclosure
requirements of SFAS Nos. 131 are effective for financial
statements for financial years beginning after December 15, 1997.
The Company will comply with the disclosure requirements of
SFAS No. 131 in its financial statements for its fiscal year
ending August 31, 1999.

<PAGE>

Subsequent Event.
-----------------

     The Company has incurred operating losses over the last two years.
which raises substantial doubt about the Company's ability to
continue as a going concern.  Effective January 15, 1998 and as part
of management's plan to have the Company continue to operate in the
foreseeable future, a Stock Purchase Agreement was entered into among
Terminator Technologies, Inc. ("TTI"), a Texas corporation, the
Company and various shareholders, including the management shareholders
of the Company (the "Agreement").  According to the Agreement, TTI or
it designee will become the new controlling shareholder(s) and control
group of the Company, through the purchase of the majority shares of
EPI from certain shareholders of the Company, including present
management shareholders.  The Agreement is subject to completion and
satisfaction of several covenants and conditions as more fully set
out in the Agreement.  As part of the conditions, among other things,
the Company will be required to consummate a reverse stock split of
its shares on the bases of 1-for-10.  The Company currently has
40,433,549 ($.001 par value) shares of common stock and 749,000
($1.00 par value) shares of preferred stock issued and outstanding.
After the reverse stock split and as part of the Agreement, the
Company will have zero (0) issued and outstanding shares of
preferred stock and 4,043,354 ($.01 par value) shares of common
stock issued and outstanding.  TTI or its designee will own
approximately 2,362,282 (58%) of the issued and outstanding common
stock.  The selling shareholders and the Company will receive
$105,003 and $20,000, respectively, as proceeds from the sale of
shares and a warrant to TTI.

     In addition, pursuant to the Agreement, and subject to
shareholder approval, the Company will sell substantially all
of its assets to Mr. George Davis in exchange  for Mr. Davis',
transfer to the Company of 599,000 shares of preferred ($1.00
par value) stock presently owned by Mr. Davis.  Additionally,
TTI will purchase from the Company a warrant to purchase up
to 1,500,000 additional common shares at $.04445 per share 
following the proposed reverse stock split, subject to the 
present selling shareholders right to purchase 10% of those
shares.

      TTI, a Texas corporation, has virtually no business
operations.  TTI plans to operate as a holding company and
through subsidiaries, none of which have yet been formed,
acquire rights to develop and market inventions, none of
which have yet been acquired.

      While TTI or its designees would become controlling
shareholders of the Company upon completion and closing of 
the Agreement with the Company, and while it is not 
obligated by the Agreement to do so, the Company believes 
that TTI intends to conduct its own ongoing operations 
through the Company.

     A copy of the Agreement between TTI, the Company and certain
of its shareholders is being filed with this Form 10-KSB and is
specifically incorporated herein by reference.

<PAGE>

Deferred Tax Assets.
--------------------

      At August 31, 1997 and 1996, the Company had deferred assets
totaling $91,184 and $28,284, respectively.  The deferred tax assets
are the result of net operating losses and have been fully reserved
by valuation allowances because it is more likely than not that the
deferred tax assets will not be realized based on the weight of
available evidence.


<PAGE>

ITEM 7.      FINANCIAL STATEMENTS.

Index to Financial Statements............................................F-1
Report of Independent Certified Public Accountants (BDO Seidman, LLP)....F-2
Consolidated balance sheets at August 1997 and 1996......................F-3
Consolidated statements of operations for the years
  ended at August 31, 1997 and 1996......................................F-4
Consolidated statements of changes in stockholders'
  equity for the years ended August 31, 1997 and 1996....................F-5
Consolidated statements of cash flows for the years
  ended August 31, 1997 and 1996.........................................F-6
Summary of accounting policies...........................................F-7
Notes to consolidated financial statements...............................F-12


ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS.

      None.



<PAGE>

                                     PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
             PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
             ACT.

      Name                            Positions Held
      ----                            --------------

      J.D. Davenport                  President and Director

      George Davis                    Secretary, Treasurer and
                                      Chairman of the Board of
                                      Directors (Chief Accounting
                                      Officer)

      Charles I. White                Vice President and Director

      Mr. Davenport acted as Chief Executive Officer of Ness
Environmental, Inc. from October 1993 until December 1995.  Prior
to this time, Mr. Davenport was Chief Executive Officer of Frontier
Environmental, Inc. from November 1991 until October 1993.

      Mr. Davis is and has been President and Chief Executive
Officer of Gulf Coast Cooling Tower Service, Inc. since May 1976.

      Mr. White operates an arabian horse breeding and training farm
and has since 1990.

      None of the officers or directors of the Company had
directorships of any other reporting companies.

      None of the officers or directors are involved in any legal
proceedings.

      Under the Company's Bylaws which became effective as of August
31, 1987, each Director serves until the next succeeding annual
meeting and until his successor is elected and qualified or until
his death, resignation or removal.  Annual meetings of shareholders
and directors are held at such time and place as the Board of
Directors may from time to time determine.  These Directors were
elected on July 9, 1997.

ITEM 10.     EXECUTIVE COMPENSATION.

      During 1997, the officers of the Company determined that they
would not take a salary until cash flow from operations permitted
them to pay each of the three (3) officers $50,000.  Therefore, no
officers' salaries were paid in fiscal 1997 or 1996.  The SEC
staff has determined that the historical statement of operations
should reflect all costs of doing business.  Accordingly, officers'
salaries for 1997 were imputed based on the actual number of
months of operation during 1997.  This expense is reflected in


<PAGE>

the 1997 statements of operations and also as an increase to paid-
in capital.  As discussed above, salaries and benefits for fiscal
1997 were imputed at $33,860 compared to $37,500 in fiscal 1996.
No officers' salaries were paid in 1995.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT.

      The following table sets forth certain information with
respect to each person known by the Company to be a director or
officer of the Company, who beneficially owns five percent or more
of the Company's Common Stock, and all directors and officers as a
group.

<TABLE>
<CAPTION>
                     Name and Address of                         Nature of               Percent
  Title of Class      Beneficial Owner                     Beneficial Ownership(1)       of Class
-----------------   -------------------                   ------------------------      ----------
<S>                 <C>                                       <C>                          <C>

Common Stock        Northport Management Group, Inc.(2)       11,652,500                    30.0%
                    607 South Garland
                    Overton, Texas 75684

Common Stock        George Davis                              12,925,000                    33.3%
                    Route 1, Box 41
                    Overton, Texas 75684

Common Stock        Charles I. White                           3,774,000                     9.7%
                    P.O. Box 749
                    Bentonville, AR 72712
---------------------
(1)   The beneficial owner listed has the sole power to vote
      and dispose of the shares owned of record by it.
(2)   Northport Management Group, Inc. is a Texas corporation
      of which Mr. J.D. Davenport is President and the owner
      of the majority of common stock.
</TABLE>



      The Company anticipates that a change in control of the 
Company would occur upon the consummation of the Stock Purchase
Agreement.  See "Management's Discussion and Analysis or Plan
of Operation - Subsequent Event." The Company does not know 
of any other arrangement or pledge of its securities by persons 
now considered in control of the Company that might result in a 
change in control of the Company.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Effective June 1996, the Company acquired substantially all
of the assets of Gulf Coast Cooling Tower Service, Inc. from the
Company's Director and Secretary, George Davis.  Mr. Davis
abstained from voting as a Director of the Company in the
transaction.  The historic value of the assets according to the
agreement between the parties is approximately $465,600.  The
acquisition resulted in the continuation of the business
underlying the assets (through the Company's subsidiary, Gulf
Coast Towers, Inc.), which is the construction and repair of
industrial cooling towers primarily in Texas, Louisiana and
Arkansas for electric utility companies, and related
consulting services.  The purchase price for the assets was
599,000 shares of the Company's Series A Convertible
Preferred Stock, par value of $1.00 which is convertible on a
one-for-one basis into the Company's common stock.

<PAGE>


      During fiscal 1996 and 1997, the Company contracted with an
affiliate by common control, to perform certain services on the
cooling tower sales.  Costs to the Company and cash disbursements
to the affiliate totaled $64,070 and $176,885 in 1996 and 1997,
respectively.

      At the year-end, the Company had certain notes payable to
related parties ($12,000 to GCCTS and $1,000 to a shareholder).
During 1996, GD-JD, Inc., an affiliate by common control,
loaned the Company $4,000 and made payments on behalf of the
Company for $11,391.  The net amount due to GD-JD, Inc. as of
August 31, 1997 was forgiven and added to additional paid in
capital.

                                      PART IV

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.

(a)   1.     Financial Statements.

      The financial statements and schedule listed in the
      accompanying index to financial statements are filed as part
      of this annual report.

      2.     Exhibits.

             No.         Exhibit
             ---         -------

             2.1         Agreement dated March 19, 1984 between Robert
                         L. From, Electronic Diagnostic, Inc. and Has
                         Oil & Gas, Inc.

             2.2         Certificate of Merger dated August 31, 1984
                         issued by the Secretary of State of Texas in
                         connection with the merger of Electronic
                         Diagnostic, Inc., a New York corporation, into
                         HAS Acquisition Company, a Texas corporation,
                         which includes a Certificate of Merger as
                         filed with the Secretary of State of New York
                         pursuant to Section 907 of the New York
                         Business Corporation Law and Merger Agreement,
                         and Plan of Reorganization dated July 30, 1984
                         between Electronic Diagnostic, Inc. and HAS
                         Acquisition Company.

<PAGE>

             2.3         Certificate of Merger dated August 31, 1984
                         issued by the Secretary of State of the State
                         of Texas in connection with the merger of HAS
                         Oil & Gas, Inc., a Texas corporation, into HAS
                         Acquisition Company, a Texas corporation,
                         which includes the Agreement and Plan of
                         Merger between HAS Acquisition Company and HAS
                         Oil & Gas, Inc. dated July 30, 1984.

             3.1         Articles of Incorporation of HAS Acquisition
                         Company ("Registrant") as filed on December 7,
                         1983 with the Secretary of State of Texas.

             3.2         Amendment to the Registrant's Articles of
                         Incorporation as filed with the Secretary of
                         the State of Texas on September 25, 1984
                         changing the name of the Registrant from HAS
                         Acquisition Company to HAS Oil & Gas, Inc.

             3.3         Amendment to the Registrant's Articles of
                         Incorporation as filed with the Secretary of
                         State of the State of Texas changing the name
                         of the Registrant from HAS Oil & Gas, Inc. to
                         Kinlaw Energy Partners Corporation.

             3.3         Amendment to the Registrant's Articles of
                         Incorporation as filed with the Secretary of
                         State of Texas changing the name from
                         Registrant from Kinlaw Energy Partners
                         Corporation to Environmental Plus, Inc.

             3.3         Bylaws of Registrant.

             4.1         Form of Common Stock Certificate of
                         Registrant.

            10.1         Stock Purchase Agreement, dated as of January
                         15, 1998, by and among the Company, certain
                         of its shareholders and Terminator Technologies,
                         Inc. (filed herewith)

            27.1         Financial Data Schedule (filed herewith)

b)    Reports on Form 8-K

      No Reports on Form 8-K were filed during the last quarter of the
      period covered by this Annual Report.

c)    Exhibits

      Exhibits required by Item 601 of Regulation S-B are
      incorporated by reference.


d)    Additional Financial Statements.

      None

<PAGE>

                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ENVIRONMENTAL PLUS, INC.


By:   /s/ GEORGE DAVIS
      -------------------------
      George Davis, Chairman of                 February 18, 1998
      the Board of Directors


Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf
of the Registrant and in the capacity and on the date indicated:


/s/ GEORGE DAVIS
------------------------
George Davis                                February 18, 1998.
Chairman of the Board of
Directors

<PAGE>


Index to Financial Statements............................................F-1
Report of Independent Certified Public Accountants (BDO Seidman, LLP)....F-2
Consolidated balance sheets at August 31, 1996 and 1995..................F-3
Consolidated statements of operations for the years
  ended August 31, 1997 and 1996.........................................F-4
Consolidated statements of changes in stockholders'
  equity for the years ended August 31, 1997 and 1996....................F-5
Consolidated statements of cash flows for the years
  ended August 31, 1997 and 1996.........................................F-6
Summary of accounting policies...........................................F-7
Notes to consolidated financial statements...............................F-12






                                   F-1
<PAGE>

                Report of Independent Certified Public Accountants


To the Board of Directors and Stockholders
Environmental Plus, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of
Environmental Plus, Inc.,  (F/K/A Kinlaw Energy Partners
Corporation) and Subsidiaries,  (the "Company") as of August 31,
1996 and 1997 and the related consolidated statements of operations,
cash flows and stockholders' equity for each of the years then ended.
These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provides a reasonable basis for our opinion.

As more fully described in Note 5, the Company engaged in
significant transactions with an affiliated company.  In
addition, as described in Note 11, subsequent to year-end the
Company entered into a Stock Purchase Agreement, whereby the
majority of the Company's common shares will be sold to a new
control group.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of August 31, 1996 and 1997, and the
results of their operations and their cash flows for each of the
years  then ended in conformity with generally accepted
accounting principles.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern.
As discussed in Note 11 to the financial statements, the Company
has suffered recurring losses from operations that raise
substantial doubt about it's ability to continue as a going concern.
Management's plans in regard to this matter are also described
in Note 11.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



December 17, 1997                            BDO Seidman, LLP


                                   F-2

<PAGE>



                                        ENVIRONMENTAL PLUS, INC.
                                                AND SUBSIDIARIES

                                      Consolidated Balance Sheets
=================================================================
<TABLE>
<CAPTION>

<S>                                                  <C>                <C>

August 31,                                               1997              1996
---------------------------------------------------------------------------------
ASSETS

Current
   Cash                                              $   19,226       $  10,561
   Accounts receivable - trade, less
     allowance for doubtful accounts
     of $7,200 in 1997                                   12,880          47,250
   Note receivable (Note 2)                              55,210         201,369
   Inventory (Note 1)                                    53,128          43,256
   Other                                                  9,495          16,833
---------------------------------------------------------------------------------
Total current assets                                    149,939         319,269
---------------------------------------------------------------------------------
NOTES RECEIVABLE - NET (NOTE 2)                         195,184          76,000
---------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT - NET (NOTE 3)            136,059         144,586
---------------------------------------------------------------------------------
OTHER
   Goodwill and organization costs - net                      -          57,168
---------------------------------------------------------------------------------
                                                     $  481,182        $597,023
=================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                  $   71,083        $ 31,771
   Accrued expenses                                       5,605               -
   Line of credit and term notes (Note 4)                60,240          33,000
   Notes payable and due to
     related party (Note 4)                              37,809          18,000
---------------------------------------------------------------------------------
Total current liabilities                               174,737          82,771
---------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
---------------------------------------------------------------------------------
Stockholders' equity
   Preferred stock,(100,000,000 authorized;
     $1.00 par, 724,000 and 1,024,000 shares
     issued and outstanding, respectively)              466,600         466,600
   Common stock, (100,000,000 shares
     authorized, $.001 par, 40,329,136
     shares issued and outstanding)                      40,328          40,328
    Paid-in capital                                     644,084         610,224
    Accumulated deficit                                (844,567)       (602,900)
---------------------------------------------------------------------------------
                                                        306,445         514,252
---------------------------------------------------------------------------------
                                                     $  481,182        $597,023
=================================================================================
See accompanying summary of accounting policies and notes to
consolidated financial statements.

</TABLE>

                                   F-3

<PAGE>

                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                            Consolidated Statements of Operations
=================================================================
<TABLE>
<CAPTION>

<S>                                                  <C>               <C>
Years ended August 31,                                   1997             1996
---------------------------------------------------------------------------------
REVENUE:
   Sales                                             $  495,104        $112,937
   Other                                                 33,548          16,833
---------------------------------------------------------------------------------
Total                                                   528,652         129,770
---------------------------------------------------------------------------------
COST OF SALES                                           376,286          93,640
---------------------------------------------------------------------------------
IMPAIRMENT OF GOODWILL AND 
   ORGANIZATION COSTS (NOTE 11)                          51,530               -
---------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE:

   Salaries and benefits (Note 5)                       109,674          37,500
   Professional fees                                     97,716          13,126
   Bad debt expense                                      70,200               -
   Depreciation and Amortization                         18,489           8,785
   Insurance                                             13,036               -
   Interest and bank charges                             10,647           1,705
   Other                                                  9,200           1,344
   Payroll taxes                                          6,020               -
   Utilities                                              4,266           1,094
   Supplies                                               3,255           3,002
---------------------------------------------------------------------------------
LOSS BEFORE EXTRAORDINARY ITEM                         (241,667)        (30,426)
---------------------------------------------------------------------------------
EXTRAORDINARY ITEM - FORGIVENESS OF DEBT                      -          23,455
---------------------------------------------------------------------------------
NET LOSS                                               (241,667)         (6,971)
---------------------------------------------------------------------------------
PER SHARE DATA:
   Net loss per share                                $     (.01)      $       -
   Weighted Average shares outstanding               40,329,136       38,376,609
=================================================================================
See accompanying summary of accounting policies and notes to
consolidated financial statements.

</TABLE>

                                   F-4

<PAGE>

                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                  Consolidated Statements of Stockholders' Equity
                             Years Ended August 31, 1996 and 1997
=================================================================

<TABLE>
<CAPTION>

                                 Preferred Stock          Common Stock
                                 $1.00 Par Value         $.001 Par Value
                                 ----------------      --------------------
                                                                              Additional                     Total
                                                                               Paid-In      Accumulated  Stockholders'
                                 Shares    Amount       Shares       Amount    Capital        Deficit        Equity
-----------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>          <C>          <C>       <C>          <C>           <C>

--------------------------------------------------------------------------------------------------------------------
Balance, September 1, 1995            -   $     -      37,735,285   $ 37,735  $543,256     $(595,929)    $   (14,938)

      Acquisition of Gulf
         Coast assets           574,184    465,600              -          -         -              -        465,600
      Acquisition of Fire
         Zap shares             450,000      1,000              -          -         -              -          1,000
      Common shares issued
         for services                 -          -      1,573,443      1,573     9,992              -         11,565
      Sale of common shares
         to officer                   -          -      1,020,408      1,020     6,480              -          7,500
      Imputed officers' salary
            (Note 5)                  -          -              -          -    37,500              -         37,500
      Expenses paid by
        shareholders                  -          -              -          -    12,996              -         12,996
      Net loss for the year           -          -              -          -         -         (6,971)        (6,971)
---------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1996      1,024,184    466,600     40,329,136     40,328   610,224       (602,900)       514,252
      Cancellation of
       certain shares
       related to Fire
       Zap Acquisition         (300,000)         -              -          -         -              -              -
      Imputed Officers'
        salary (Note 5)               -          -              -          -    33,860              -         33,860
      Net loss for the year           -          -              -          -         -       (241,667)      (241,667)
---------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1997        724,184   $466,600     40,329,136   $ 40,328  $ 644,084     $(884,567)    $  306,445
=====================================================================================================================
</TABLE>

See accompanying summary of accounting policies and notes to
consolidated financial statements.

                                   F-5

<PAGE>
                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                            Consolidated Statements of Cash Flows
=================================================================



<TABLE>
<CAPTION>

<S>                                                          <C>              <C>

Years ended August 31,                                             1997          1996
-----------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Loss from operations                                      $  (241,667)     $  (30,426)
   Adjustments to reconcile income (loss) from
     operations to cash provided by (used in)
     operating activities:
        Depreciation and amortization                             18,489           8,785
        Impairment of goodwill and organization cost              51,529               -
        Imputed officers' salaries                                33,860          37,500
        Provision for losses on accounts and
          notes receivable                                        70,200               -
        Change in assets and liabilities:
          (Increase) decrease in accounts receivable-trade        (5,830)        (22,250)
          (Increase) decrease in inventory                        (9,872)         (7,300)
          (Increase) decrease in notes receivable                 (3,025)              -
          (Increase) decrease in other assets                      7,338         (20,582)
          (Decrease) increase in accounts payable                 39,312          21,436
          (Decrease) increase in accrued liabilities               5,605          (5,023)
----------------------------------------------------------------------------------------
Net cash flows used in operating activities                      (34,061)        (17,860)
----------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                           (4,323)              -
----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from notes payable - affiliate                     24,809          13,000
      Proceeds from line of credit and notes payable                   -           7,500
      Proceeds from term notes payable                            30,000               -
      Payments for line of credit and notes payable               (7,760)              -
      Sale of common shares                                            -           7,500
----------------------------------------------------------------------------------------
Net cash provided by financing activities                         47,049          28,000
----------------------------------------------------------------------------------------
Increase in cash                                                   8,665          10,140
Cash, beginning of year                                           10,561             421
----------------------------------------------------------------------------------------
Cash, ending of year                                         $    19,226      $   10,561
========================================================================================
See accompanying summary of accounting policies and notes to
consolidated financial statements.

</TABLE>
                                   F-6

<PAGE>

                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                                   Summary of Accounting Policies
=================================================================

NATURE OF BUSINESS AND BASIS OF PRESENTATION

      The accompanying consolidated financial statements include the
      accounts of Environmental Plus, Incorporated and its wholly-
      owned subsidiaries Fire Zap, Inc. and Gulf Coast Towers, Inc.
      from the date of their respective acquisitions, as discussed
      below.  All material inter-company transactions and balances
      have been eliminated in consolidation.

      Environmental Plus, Inc. and its subsidiaries (the Company) is
      primarily in the business of construction and repair of
      industrial cooling towers, primarily in Texas, Louisiana and
      Arkansas for electric utility companies; and marketing of fire
      retarding foam for industrial use.  These activities are the
      result of two significant acquisitions during 1996, as
      discussed below.

ACQUISITIONS OF BUSINESS

      On June 1, 1996, the Company purchased 100 percent of the
      stock of Fire Zap, Inc. (FZI).  The consideration for the
      stock of FZI included 450,000 shares of the Company's Series
      A Convertible Preferred Stock.  The purchase agreement also
      provides for certain contingent payment of an additional
      450,000 preferred shares of the Company if the net revenues
      for the twelve months ending June 1, 1997, of FZI products and
      services exceeds $900,000.  FZI is in the business of
      marketing a fire retarding foam as a fire fighting device for
      industrial use.  The acquisition of FZI was accounted for as
      a purchase.  Accordingly, the purchase price was allocated to
      the net assets acquired based upon their fair market values.
      During fiscal 1997, the sellers of FZI returned for cancellation
      300,000 shares of the aforementioned preferred stock at the
      request of management.  No consideration was exchanged for the
      cancelled shares.

      On June 15, 1996, the Company purchased substantially all of
      the assets of Gulf Coast Cooling Tower Service, Inc. (GCCTS)
      from the Company's director and secretary.  The acquisition
      resulted in the continuation of the business underlying the
      assets through the Company's wholly-owned subsidiary Gulf
      Coast Towers, Inc. (GCT).  The consideration for the assets of
      GCCTS included 599,000 shares of the Company's Series A
      Convertible Preferred Stock.  The acquisition was between
      entities under common control and accordingly the purchase of
      assets was recorded at historical value by the Company in a
      manner similar to a pooling of interest.

      The accompanying consolidated statements of operations reflect
      the operating results of FZI and GCCTS since the effective
      date of the acquisitions.  The


                                 F-7

<PAGE>

                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                                   Summary of Accounting Policies
=================================================================

      following pro forma unaudited
      consolidated operating results of the Company is presented as
      though the acquisitions occurred as of September 1, 1995.
      However FZI results are included only for the period from
      inception of FZI (January 22, 1996) to August 31, 1996.

                                                        1996
--------------------------------------------------------------------
Net sales                                            $  429,000
Net income (loss)                                        (3,500)
Earning (loss) per share                             $        -


      The pro forma results have been prepared for comparative
      purposes only and include certain adjustments.  They do not
      purport to be indicative of the consolidated results of
      operations which actually would have resulted had the
      combination been in effect on September 1, 1995, or of the
      future results of operations of the consolidated entities.


USE OF ESTIMATES

      The preparation of financial statements in conformity with
      generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclose of contingent
      assets and liabilities at the date of the financial statements
      and reported amounts of revenues and expenses during the
      reporting period.  Actual results could differ from those
      estimates.

INVENTORIES

      Inventories are valued at the lower of cost (first-in, first-
      out) or market.

PROPERTY AND EQUIPMENT

      Property and equipment are stated at cost.  Depreciation is
      computed using accelerated and straight-line methods over the
      estimated useful lives of the assets.  Leasehold improvements
      are amortized over the estimated useful lives of the
      improvements or the length of the lease, including anticipated
      renewal periods, whichever is shorter.


ORGANIZATION COSTS AND GOODWILL

      Organizational costs are costs directly associated with the
      FZI business acquisition and the direct costs of acquiring the
      KEP shares.  The goodwill represents the net cost in excess of
      net assets acquired in the FZI acquisition.

                               F-8

<PAGE>

                                          ENVIRONMENTAL PLUS, INC.
                                                  AND SUBSIDIARIES

                                    Summary of Accounting Policies
==================================================================



      The Company evaluates the recoverability and remaining life of
      its goodwill and determines whether the goodwill should be
      completely or partially written-off or the amortization period
      accelerated.  The Company will recognize an impairment of
      goodwill if undiscounted estimated future operating cash flows
      of the acquired business are determined to be less than the
      carrying amount of the goodwill.  If the Company determines
      that the goodwill has been impaired, the measurement of the
      impairment will be equal to the excess of the carrying amount
      of the goodwill over the amount of the undiscounted estimated
      future operating cash flows.  If an impairment of goodwill were
      to occur, the Company would reflect the impairment through a
      reduction in the carrying value of goodwill.

      During fiscal 1997, these Organization Costs and Goodwill were
      determined to be completely impaired (see Note 11) and were
      written-off through a reduction to their carrying value.  Prior
      to impairment, these costs were amortized over a five year
      period.

TAXES ON INCOME

      The Company accounts for income taxes under the asset and
      liability method pursuant to Statement of Financial Accounting
      Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes".
      Under SFAS 109, deferred income taxes are recognized for the
      future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets
      and liabilities and their respective tax basis.  Deferred tax
      assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which
      those temporary differences are expected to be recovered or
      settled.  Under SFAS 109, the effect on deferred taxes of a
      change in tax rates is recognized in income in the period that
      includes the enactment date.

CASH EQUIVALENTS

      For purposes of the statements of cash flows, the Company
      considers all highly liquid debt instruments purchased with an
      initial maturity of three months or less to be cash
      equivalents.

                                F-9

<PAGE>

                                      ENVIRONMENTAL PLUS, INC.
                                              AND SUBSIDIARIES

                                Summary of Accounting Policies
==============================================================

PER SHARE INFORMATION

      Per share information is based on the weighted average number
      of common and dilutive common equivalent shares outstanding.
      Common stock equivalents in the form of stock options and
      warrants are also considered in the computation, if dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

      Statement of Financial Accounting Standards No. 107,
      "Disclosures about Fair Value of Financial Instruments,"
      requires that the Company disclose the estimated fair values
      for its financial instruments for which it is practicable to
      estimate their values.  The following methods and assumptions
      were used to estimate the fair value of each class of
      financial instruments:

      NOTES RECEIVABLE - Certain of the notes receivable have a
      carrying value which approximates fair value because of the
      short maturity of those instruments.  For the long-term note
      receivable, the carry value approximates fair value based on
      bank loans held by the debtor with similar terms and
      maturity.

      LINE OF CREDIT AND TERM NOTES - Based on the rates currently
      available to the Company for bank loans with similar terms
      and average maturities, the fair value of the line of credit
      and term notes approximate the carrying value.

      NOTES PAYABLE TO RELATED PARTY - The carrying value of notes
      payable to related party approximates fair value because of the
      short-maturity of those instruments.

NEW ACCOUNTING STANDARDS

      Effective September 1, 1996, the company adopted SFAS No. 123,
      "Accounting for Stock-Based Compensation".  SFAS No. 123
      establishes a new, fair value-based method of measuring stock-
      based compensation, but does not require an entity to adopt the
      new method for preparing its basic financial statements.  For
      entities not adopting the new method for preparing basic
      financial statements, SFAS No. 123 requires disclosures in the
      footnotes of pro forma net earnings and earnings per share
      information as if the fair value-based method had been adopted.
      The Company expects no effect from the adoption of this new
      standard.

                               F-10

<PAGE>
                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                                   Summary of Accounting Policies
=================================================================

      In 1997, the Financial Accounting Standards Board issued
      SFAS No. 128, "Earnings per Share".  This Statement
      establishes standards for computing and presenting earnings
      per share and applies to entities with publicly held common
      stock or potential common stock.  This Statement simplifies
      the previous standards for computing earnings per share, and
      makes them comparable to international EPS standards.  It
      replaces the presentation of primary EPS with a presentation
      of basic EPS.  It also requires dual presentation of basic
      and diluted EPS on the face of the income statement for all
      entities with complex capital structures and requires a
      reconciliation of the numerator and denominator of the basic
      EPS computation to the numerator and denominator of the
      diluted EPS computation.  This Statement is effective for
      financial statements issued for periods ending after
      December 15, 1997.  The Company will comply with the
      disclosure requirements of SFAS 128 in its financial
      statements for its fiscal year ending August 31, 1998.


      In June 1997, the Financial Accounting Standards Board
      issued SFAS No. 131, "Disclosures about Segments of an
      Enterprise and Related Information."  SFAS 131 establishes
      standards for the way that public business enterprises
      report information about operating segments in annual
      financial statements and requires that those business
      enterprises report selected financial information about
      operating segments in interim reports to shareholders.
      It also establishes standards for related disclosures
      about products and services, geographic areas, and major
      customers.  The disclosure requirements of SFAS Nos. 131
      are effective for financial statements for financial years
      beginning after December 15, 1997.  The Company will comply
      with the disclosure requirements of SFAS No. 131 in its
      financial statements for its fiscal year ending August 31,
      1999.



                                   F-11
<PAGE>

                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements
=================================================================
1.    INVENTORIES

      Inventories at August 31, 1997 and 1996 consist primarily of
      parts for construction of cooling towers and trailers
      totaling $53,128 and $43,256, respectively.

2.    NOTES RECEIVABLE

      Notes receivable are unsecured and consist of the following:

                                                   August 31,       August 31
                                                     1997             1996
   --------------------------------------------------------------------------
      12.5% note due from Lewis Industries,
       principal and interest payable on or
       before December 15, 2005 (see Note 11)      $183,798          $201,369

      Prime plus 1% note due from Tri-State,
       principal and interest payable on or
       before June 2, 2000                           74,396            76,000

      12.5 % note due from Lewis Industries,
       principal and interest payable on or
       before October 8, 1997                        25,000                 -

      12.0% note due from Fire Response
       Systems Inc., principal and
       interest payable on or before August
       30, 1998 - Fire Zap Inc.                      30,210                 -
      -----------------------------------------------------------------------
                                                    313,394           277,369
      Less reserve for doubtful accounts             63,000                 -
      -----------------------------------------------------------------------
                                                   $250,394          $277,369

      =======================================================================

3.    PROPERTY AND EQUIPMENT

      Property and equipment consists of the following:

                                 August 31,      August 31,
                                    1997             1996
     -------------------------------------------------------
     Land                          $ 21,500       $ 21,500
     Building and improvements       75,633         75,633
     Machinery and equipment         29,646         25,323
     Transportation equipment        29,819         29,819
     -------------------------------------------------------
                                    156,598        152,275
     Accumulated depreciation       (20,539)        (7,689)
     -------------------------------------------------------
                                   $136,059       $144,586
     =======================================================

                                    F-12

<PAGE>

                                        ENVIRONMENTAL PLUS, INC.
                                                AND SUBSIDIARIES

                      Notes to Consolidated Financial Statements
================================================================

4.    LINE OF CREDIT AND NOTES PAYABLE TO RELATED PARTIES

     At August 31, 1997, the Company had net borrowings of
$30,240 under a revolving line of credit with a bank.  The
maximum borrowings under the line of credit is $37,000 and the
agreement terminates as of July 31, 1998.  The line of credit is
secured by a note receivable from Fire Response Systems of FZI
and accrues interest at 11.5 percent.  In addition, the Company
also had net borrowings of $30,000 under term note payable
agreement which matures as of December 5, 1997.  This note is
secured by inventory of FZI and accrues interest at prime rate
plus 3 percent (11.5 percent at August 31, 1997).

Notes payable to related parties consist of the following:

                                   August 31,     August 31,
                                      1997          1996
------------------------------------------------------------
12% unsecured demanding note
  payable to officer               $     --         $  5,000
10% unsecured note payable to
  GCCTS, due July 31, 1998           22,000           12,000
10% unsecured note payable to
  shareholder, due July 31, 1998     14,779            1,000
Other                                 1,030              --
------------------------------------------------------------
                                   $ 37,809         $ 18,000
============================================================


5.    TRANSACTIONS WITH RELATED PARTIES

     During fiscal 1996 and 1997 the Company contracted with an
affiliate by common control, to perform certain services on the
cooling tower related  sales. Costs to the Company and cash
disbursements to the affiliate totaled $64,070 and  $176,885 in
1996 and 1997, respectively.

     At year end the Company had certain notes payable to related
parties as discussed in Note 4.  During 1996 GD-JD, Inc., an
affiliate by common control, loaned the Company $4,000 and made
payments on behalf of the Company for $11,391.  The net amount
due GD-JD, Inc. at August 31, 1996 was forgiven and added to
additional paid-in capital.

      During fiscal 1996, certain expenses totaling $23,445 were
paid on behalf of the Company by non-shareholders.  These
payments are recorded as forgiveness of debt.


                                   F-13

<PAGE>
                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements
=================================================================

     During 1996 and 1997, the officers of the Company determined
that they would not take a salary until cash flow from operations
permitted them to pay each of the three officers $50,000.
Therefore, no salaries were paid in fiscal 1996 and 1997.  The
SEC staff has determined that the historical statement of
operations should reflect all costs of doing business (SAB 79).
Accordingly,  officers' salaries for 1996 and 1997 were imputed.
This expense is reflected in the 1996 and 1997 statement of
operations and also as an increase to paid-in capital.


6.    INCOME TAXES

     During the years ended August 31, 1996, the Company utilized
net operating loss carryforwards of $30,529 to offset taxable
income.  Therefore, there is no provision for federal income tax
for the years then ended.  This resulted in a reduction of the
recorded deferred tax asset at August 31, 1996 of $10,400,
respectively.  The related valuation allowance was reduced
accordingly.  As of August 31, 1997 and 1996, management
established a 100 percent valuation allowance since it is more
likely than not the deferred tax assets will not be realized
based on the weight of available evidence.

       In accordance with the Internal Revenue Code, the
availability to carry forward net operating losses incurred prior
to 1987 are limited due to a significant change in ownership
during that year.  If not utilized, these net operating losses
will begin to expire in 2006.  The remaining net operating losses
for tax purposes, are approximately $100,832.  However, during
fiscal 1996 there was another significant change in ownership
which will further limit the availability of those net operating
losses (Note  10).  The extent of the limitation has not been
determined.  The Company has investment tax credits available to
be carried forward to offset income tax in the amount of $3,364
which expire in 1998 through 2001.

     The net deferred tax asset in the accompanying balance
sheets includes the following at August 31:

                                1997            1996
-------------------------------------------------------
Deferred tax asset            $ 91,184       $ 28,284
Less valuation allowance        91,184         28,284
-------------------------------------------------------

                                    --             --

-------------------------------------------------------
Net deferred tax asset        $     --       $     --
=======================================================

                                   F-14

<PAGE>

                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements
=================================================================


      The valuation allowance activity for the years ended August
31, consists of the following:

                                         1997             1996
-----------------------------------------------------------------

Balance, beginning of year            $ 28,284         $ 38,684
Utilization of net operating losses         --          (10,400)
Current year net operating loss         62,900               --
-----------------------------------------------------------------

Balance, end of year                  $ 91,184           28,284
=================================================================

7.    PREFERRED STOCK

     The Series A preferred stock was issued in conjunction with
the FZI and GCCTS acquisitions. The terms of each share of the
Series A Convertible Preferred Stock will, at the option of the
shareholders, be convertible into one share of the Company's
common stock.  The Company may upon written thirty day notice
delivered to the shareholders prior to the time of any conversion
of such stock into the Company's common stock, repurchase such
preferred stock for cash equal to two times the par value of such
Preferred Stock. Shareholders are able to convert the Preferred
Stock into shares of common stock of the Company at any time
after the date of issue. In the event the Company delivers
written notice to the shareholders of its intent to repurchase
the Preferred Stock, shareholders will have twenty days to
deliver written notice to buyer of their intent to convert the
Preferred Stock into buyer's common stock.


8.    COMMITMENTS AND  CONTINGENCIES

     The Company entered into a Financial Advisory Agreement with
Barron and Chase Securities.  As part of the agreement the
Company issued 1,500,000 shares of its common stock.  The
agreement outlines the duties of the financial advisor and the
fees for the related services.

      Fire  Zap,  Inc. entered into a management  agreement  with
certain of its officers in February 1996, which stipulates salary
and  bonus  requirements.  The term of the  agreement  is  twenty
years.

      The  Company  is  generally  self-insured  for  losses  and
liabilities  related  primarily to workers' compensation,  health
and   welfare  claims,  physical  damage  to  property,  business
interruption  resulting  from certain events,  and  comprehensive
general, product and vehicle liability.

                                   F-15

<PAGE>

                                         ENVIRONMENTAL PLUS, INC.
                                                 AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements
=================================================================

9.    RETIREMENT PLAN

     Effective  August 1, 1994, the Company was provided  with  a
401(k)  Retirement  Savings Plan (the  Plan)  through  KOC,  that
covered substantially all of its employees.  Under the provisions
of  the  Plan,  employees  were limited in  contributions  to  20
percent  of their gross wages.  The Company contributed $.25  for
each  dollar  of  the  first  $1,000  contributed  by  employees.
Pursuant to the change in ownership as discussed in Note 10,  the
employees are no longer covered under this Plan.


10.   CHANGE IN OWNERSHIP

     In September 1991, ownership of the common stock shares held
by  Joe  D.  Kinlaw was transferred to the Kinlaw  Family  Trust.
This  trust  is  an  irrevocable trust for  the  benefit  of  Mr.
Kinlaw's  minor children.  Through October 1995,  the  Trust  was
controlled by trustees unaffiliated with Mr. Kinlaw.  In  October
1995,  the  above mentioned trustees resigned and Jim Harris  was
appointed trustee of the Trust.

      Subsequent  to August 31, 1995, 34,000,000  shares  of  the
Company's  common  stock, which were held by  the  Kinlaw  Family
Trust, were sold to Environmental Plus, Inc.

11.   SUBSEQUENT EVENT AND GOING CONCERN

      The Company has incurred operating losses over the last two
years, which raises doubt about the Company's ability to continue
as a going concern.

      During January 1998 and as part of management's plan to
have the Company continue to operate in the foreseeable future, a
Stock Purchase Agreement was entered into among Terminator
Technologies, Inc. (TTI), a Texas corporation, EPI and various
shareholders of EPI. As stated in the Agreement, TTI will become
the new control group through the purchase of the majority shares
of EPI and its various shareholders. However, the agreement is
subject to completion and satisfaction of several covenants and
conditions of agreement. As part of the conditions, EPI will
consummate a reverse stock split of its common shares on the
basis of 1 for 10. The Company currently has 40,329,136 shares
of common stock and 1,024,000 shares of preferred stock issued
and outstanding. After the reverse stock split and as a part of
the Agreement, EPI would no longer have any outstanding shares
of preferred stock and 4,062,006 shares of common stock outstanding.
TTI will own 2,472,282 (61 percent) shares of the outstanding
common stock. The various shareholders and EPI will receive
$105,003 and $20,000, respectively, as proceeds from sale of
shares to TTI. As part of the Agreement, certain shareholders will
retain the notes receivable from Lewis Industries and Tri-State
as discussed in Note 2.  The Agreement expires on February 28,
1998 or at the date set forth therein.

                               F-16

<PAGE>

                                        ENVIRONMENTAL PLUS, INC.
                                                AND SUBSIDIARIES

                      Notes to Consolidated Financial Statements
================================================================

      If the Stock Purchase Agreement is consummated, TTI expects
to contribute significant operating assets and working capital to
the Company.  Management believes that the Stock Purchase Agreement
will be completed during fiscal 1998 and should provide adequate
assets and working capital to allow the Company to continue for the
foreseeable future.


12.  SUPPLEMENTAL CASH FLOW INFORMATION

     During the fiscal 1997 and 1996 no cash was paid for
interest or income taxes.

      As described in Note 5, the Company recognized forgiveness
of debt income in 1996 in the amount of $23,455.

      As described in the Accounting Policies, during fiscal 1996
the  Company  issued 574,184 preferred shares and 450,000  common
shares  in the acquisitions of Gulf Coast Towers, Inc.  and  Fire
Zap, Inc., respectively.

      During 1996 the Company issued 1,573,443 common shares  for
services provided.  Also in 1996, additional paid-in capital  was
credited for the payment of certain accruals totaling $12,996  by
shareholders.










                                   F-17