UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                           FORM 10-KSB

(Mark One)
[ X ]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended:  August 31, 1998

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

                     For the transition period from ____ to _____

                               Commission file number:  000-13041

                  TTI INDUSTRIES, INCORPORATED
            (F/K/A ENVIRONMENTAL PLUS, INCORPORATED)
         (Name of small business issuer in its charter)

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

      3838 Oak Lawn Avenue, Dallas, Texas  75219
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            (Address of principal executive offices)

                         (214) 520-1702
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                   (Issuer's telephone number)

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

                              None.

 Securities registered under 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: $16,738.

The number of shares of the registrant's common stock outstanding
as of September 30, 1999 was 4,073,401.  There was no established
published market for the registrant's common 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
               -----------------------------------
                              None.

    Transitional Small Business Disclosure Format (Check One)
                         Yes        No   X
                            -----      -----

<PAGE>

                             PART I.

                             ITEM 1.
                     DESCRIPTION OF BUSINESS
                     -----------------------

     Prior to May 6, 1998, TTI Industries, Incorporated (the
"Company") operated under the name of Environmental Plus, Inc.,
and was primarily in the business of construction and repair of
industrial cooling towers, mostly 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.
     The Company had incurred operating losses in 1996, 1997 and
1998 which raised 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., a Texas
corporation ("Terminator Texas"), the Company and various
shareholders of the Company (the "Agreement").  The transactions
contemplated by the Agreement closed on May 6, 1998.  As a result
of the Agreement, Terminator Texas and its affiliates became the
new controlling shareholder(s) of the Company, through the
purchase of a majority of the Company's Common Stock from certain
shareholders, including past management shareholders.  As part of
the Agreement, among other things, the Company consummated a 1-
for-10 reverse stock split of its Common Stock.  As a result of
the reverse split and the other transactions contemplated by the
Agreement, the Company's outstanding shares decreased from
40,433,459 ($.001 par value) shares of common stock and 749,000
($1.00 par value) shares of preferred stock issued and
outstanding to zero (0) issued and outstanding shares of
preferred stock and approximately 4,032,914 ($.01 par value)
shares of common stock issued and outstanding.  Terminator Texas
and its affiliates beneficially own approximately 3,536,894
shares (63.8%) of the issued and outstanding common stock of the
Company.  The selling shareholders and the Company received
$105,003 and $20,000 respectively, in proceeds from the sale of
shares and a warrant to Terminator Texas.

     In addition, pursuant to the Agreement, and with shareholder
approval, the Company sold substantially all of its assets to Mr.
George Davis in exchange for Mr. Davis' transfer to the Company
of 574,184 shares of preferred ($1.00 par value) stock held by
Mr. Davis.  Terminator Texas also purchased from the Company a
warrant to purchase up to 1,500,000 additional common shares at
$.04445 per share.

     In addition, as a result of the transactions contemplated by
the Agreement, and with shareholder approval, the Company changed
its name to TTI Industries, Incorporated.

                               -2-

<PAGE>

     On May 6, 1998, at a duly convened meeting of the Company's
Board of Directors, Messrs. Davenport and White resigned as
officers and directors of the Company, Mr. Davis resigned as
President of the Company, Messrs. Frank Harrison and Joe
Nicholson were elected as directors and Mr. Harrison was elected
as President and Chief Executive Officer of the Company.

     In connection with the foregoing transactions, at a duly
noticed and conducted special meeting of the shareholders of the
Company held on April 17, 1998, the shareholders approved the
following proposals:

          (i)  A proposal to approve and adopt amendments to the
     Articles of Incorporation of the Company (a) to effect a
     reverse split in which each share of common stock of the
     Company currently issued and outstanding or held in the
     treasury would be reclassified and exchanged into one-tenth
     (1/10) of a share of new common stock of the Company thereby
     reducing the number of issued and outstanding shares of
     common stock of the Company from 40,433,459 to approximately
     4,032,914 (adjusted from the rounding of any fractional
     shares up to the nearest whole share), and the par value of
     each share of the Company's Common Stock would be increased
     from $0.001 to $0.01 per share, and (b) to change the name
     of the Company to "TTI Industries, Incorporated"; and

          (ii) A proposal to approve the Company's sale of
     substantially all of its assets resulting from the sale of
     the capital stock of (a) Gulf Coast Towers, Inc., a wholly
     owned subsidiary of the Company ("GCT"), to George Davis,
     Chairman of the Board of the Company, in exchange for all of
     his 574,184 shares of Preferred Stock ($1.00 par value),
     which were issued in connection with the Company's
     acquisition of the assets currently operated by GCT from Mr.
     Davis, and (b) FireZap, Inc., a wholly owned subsidiary of
     the Company ("FZI"), to H. Wayne Franklin in exchange for
     all of his outstanding shares (150,000) of Preferred Stock
     ($1.00 par value) which were issued in connection with the
     Company's acquisition of FZI from Mr. Franklin.

                               -3-

<PAGE>

     On April 30, 1998, the Company completed the transactions
regarding FZI and GCT as referenced in the proposal adopted by
the shareholders on April 17, 1998.  Effective May 1, 1998 the
Company changed its name to TTI Industries, Incorporated,
effected the 1-for-10 reverse stock split, and changed its
trading symbol to TTIA.

     The Company's results of operations for the year ended
August 31, 1998 were significantly affected by the Company's
discontinuation of the business of construction and repair of
industrial cooling towers ("Past Business") and the consummation
of the Agreement between certain Company shareholders and
Terminator Texas, and the sale of substantially all of its assets
to Mr. George Davis in exchange for Mr. Davis' transfer to the
Company of 574,184 shares of preferred ($1.00 par value) stock
(the "Terminator Texas Transaction").  Effective May 6, 1998, the
Terminator Texas Transaction was closed and subsequent to that
date and through the close of the year ended August 31, 1998 the
Company did not engage in any material revenue or income
producing activities.

     As a result of the Terminator Texas Transaction, new
management was appointed, the Company discontinued existing
operations, changed its name to TTI Industries, Incorporated, and
commenced plans for new operations.  The Company intends to focus
operations on the acquisition, production and marketing of (a)
innovative pest control products for home and garden with an
emphasis on products that (i) are safe for children, pets and
wildlife, (ii) are environmentally friendly, (iii) are low cost,
(iv) utilize attractive designs, and (v) are user friendly, and
(b) other products related to pest control and product safety.
There can be no assurance that the Company will be successful in
this effort.  Virtually all of the Company's minimal revenues for
the year ended August 31, 1998 were derived from operations
discontinued during the year ended August 31, 1998 and the
consummation of the transactions contemplated by the Agreement.

     The Company has two (2) full time employees who as of the
date of this filing were uncompensated.

Subsequent Events
-----------------

     A.   COMPANY'S BUSINESS PLAN.  Since joining the Company,
Mr. Frank Harrison, newly elected president of the Company, with
the assistance of Mr. Albert Miller and Pierre Korsmoe, who were
elected as non-voting advisory members of the Company's Board of
Directors, has been developing a new operational and financial
restructuring plan for the Company.  While the Company had
virtually no business operations during fiscal 1998, the new
business plan (the "Business Plan") was presented to and adopted
by the Company's Board of Directors in January 1999.  While the
Business Plan was adopted in 1999, the Company has not secured
the financing to implement the Business Plan in any meaningful
manner.  Thus, the Company has conducted virtually no income-
producing activity in 1999.  The Business Plan requires
substantial additional financing, and there can be no assurance
that the Company can obtain such financing or that, even if such
financing is obtained, the Business Plan will be successful or
will produce any revenue or income for the Company.

                               -4-

<PAGE>

     Pursuant to the Business Plan, the Company plans to operate
as a holding company, with its primary operations conducted
through subsidiaries.  Effective January 19, 1999, the Company
formed Terminator Technologies, Incorporated, a Delaware
corporation, and Term Tex Corporation, a Delaware corporation.
Pursuant to the Business Plan, the Company intends to utilize
Terminator Technologies, Incorporated as a manufacturing and
marketing facility for the Company's products and Term Tex
Corporation as a research and development facility for the
Company's products.  Neither the Company nor either of the
subsidiaries has obtained, or entered into any agreements or
arrangements to obtain, the financing necessary to implement the
Business Plan and there can be no assurance that such financing
can be obtained.

     Pursuant to the Business Plan, the Company intends to devote
its primary focus to the retail market and the development,
production and marketing of:  (a) a series of pest control
products for the home and garden, with an emphasis on products
that (i) are safe for humans (particularly children), pets and
wildlife, (ii) are environmentally friendly, (iii) are low cost,
(iv) utilize attractive designs, and (v) are user-friendly; and
(b) other products related to safety.  There can be no assurance
that the Company will be able to successfully implement its
Business Plan.

     B.   OPTION AGREEMENT WITH AMJ.  In anticipation of the
implementation of the Business Plan, on January 19, 1999 the
Company entered into an agreement (the "Option Agreement") with
AMJ Resources Corporation ("AMJ"), a shareholder of the Company,
which Agreement was amended on October 4, 1999.  Pursuant to the
Agreement as originally executed, among other things, (i) the
Company acquired AMJ's rights to use, manufacture and sell three
(3) separate products (Terminator Night Owl[TM] (a flea trap),
Terminator Flower Trap[TM] (various insect traps) and Terminator
Pyramid[TM] (a fly trap) (collectively, the "Products")) when
they are market ready, on such terms as would be mutually
agreeable at a future date by and between the Company and AMJ;
(ii) the Company's rights under the Option Agreement were for a
period of twenty-four (24) months, and (iii) AMJ had the right to
assign the rights to the Products to a limited partnership for
the purpose of funding research and development, provided the
Company retains its rights to use, manufacture and sell the
Products.  On October 4, 1999 the Company and AMJ agreed to amend
the Option Agreement to eliminate the condition of subsequent
pricing and to lengthen the terms to the life of existing and
pending patents and to provide for the Company reimbursing AMJ's
actual costs for the development of the Products.

                               -5-

<PAGE>

     Notwithstanding AMJ's relationship to the Company as a
significant shareholder, and the relationship of Messrs. Miller
and Korsmoe as employees of AMJ and as non-voting advisory
directors to the Company (Mr. Korsmoe is also the Company's
principal financial and accounting officer), there can be no
assurance that the Option Agreement will result in any revenue or
income for the Company, that the Company will obtain financing
necessary to manufacture and distribute the Products, which are
not market ready, or that the Option Agreement will have any
ultimate realizable value to the Company.

     AMJ is a Delaware corporation, the stock of which is owned
by Mr. Miller's daughter, grandson and an irrevocable trust, the
beneficiaries of which are members of Mr. Miller's family.  Mr.
Miller is neither a beneficiary or trustee of the family trust
nor a shareholder, officer or director of AMJ.

     C.   ASSIGNMENT BY AMJ.  Additionally, in anticipation of
implementation of the Business Plan, on January 19, 1999 AMJ and
the Company entered into an agreement (the "Assignment") which
was also amended on October 4, 1999.  Pursuant to the Assignment
as originally executed, among other things, AMJ assigned to the
Company all of AMJ's rights under a license agreement dated
June 16, 1998 between AMJ and Terminator Turtle[TM] L.P. (the
"License Agreement"), in exchange for the Company assuming all of
AMJ's obligations under the License Agreement and the payment by
the Company to AMJ of a cashless warrant exercisable for a period
of two (2) years to purchase 1,500,000 shares of the Company's
common stock at $0.10 per share.  Although the Assignment was
approved by the Company's Board of Directors, it provided that it
would not become effective until (i) the Company became current
with its filings to the Securities and Exchange Commission under
the reporting requirements of the Securities Exchange Act of
1934, as amended, and (ii) the Company had completed the sale of
certain 12-1/2% convertible preferred shares.

     Under the Assignment as originally executed, among other
things, (i) Terminator Turtle[TM] L.P., a California limited
partnership ("TTLP"), assigned its rights to the Terminator
Turtle[TM]  and Terminator Turtle Bait Tray[TM] (collectively,
"Terminator Turtle") to the Company.  (TTLP had acquired those
rights from Albert Miller, the inventor of the Terminator
Turtle[TM]); (ii) the Company was granted until December 31,
2009, exclusive worldwide use of the patent relating to the
Terminator Turtle[TM], and (iii) the Company was granted the
right to manufacture, market, sell and distribute the Terminator
Turtle[TM], all in exchange for a royalty payable to TTLP equal
to 5% of all sales of Terminator Turtle[TM], but in no event less
than $100,000.

     On October 4, 1999 the Company and AMJ agreed to amend the
Assignment so that (a) AMJ would receive a cashless warrant to
acquire 2,000,000 shares of the Company's common stock at $0.05
per share; (b) the warrant would expire on November 10, 2001 but
would not be exercisable until September 11, 2000; (c) the
conditions to effectiveness of the Assignment were eliminated;
and (d) the royalty from the Company to AMJ was eliminated.

     There can be no assurance that the Company will obtain
financing necessary to manufacture and distribute the Terminator
Turtle[TM] or that the Assignment will have any ultimate
realizable value to the Company or will result in any revenue or
income to the Company.

     D.   THE COMPANY'S PRODUCT(S).  Terminator Turtle[TM] is an
easy to use snail and slug control system which was designed as a
safe alternative to existing snail and slug killing products
which can be extremely dangerous to children, pets and wildlife.
The Terminator Turtle[TM] encompasses two products:  (a) The
Terminator Turtle Bait Station[TM] - a metal turtle-shaped
enclosure that keeps the bait away from children and animals; and
(b) The Terminator Turtle Bait Tray[TM] - a disposable plastic
tray containing snail and slug bait that fits inside the steel
turtle.

                               -6-

<PAGE>


     The Company believes that nearly all existing snail and slug
control products involve dispensing poisonous pesticide granules
or powder directly on the snail, thus, creating a hazard to
children, pets, wildlife and the environment, particularly when
the pesticide filters through the soil into the groundwater and
into rivers and reservoirs.  Such snail and slug bait when
exposed to sun, rain and water also deteriorates quickly, thus
requiring more poison to be effective.

     The snail and slug bait in the Terminator Turtle Bait
Tray[TM] is enclosed in the steel Turtle, safely isolated from
children, pets, wildlife and the elements.  Protected from rain,
watering and the sun, the enclosed bait is effective for at least
three or four weeks, and because the bait does not touch the
soil, it does not effect the groundwater.

     AMJ test-marketed the Terminator Turtle[TM] in the Northwest
United States in 1997, for a period of six weeks, selling all
50,000 units made available.  AMJ also completed EPA registration
for the Terminator Turtle Bait Tray[TM] in all 50 states.  After
the test-market, AMJ made additional modifications to the
Terminator Turtle[TM] design and completed fabrication on the
high volume tooling needed to produce the Terminator Turtles[TM]
in large quantities at a low cost.  AMJ has advised the Company
that AMJ and associates have expended in excess of $2,000,000 in
the development of the Terminator Turtle[TM] and certain other
products.

     The Company intends to sell the Terminator Turtle Bait
Station[TM] (including one Terminator Turtle Bait Tray[TM]) at a
suggested retail price of $9.95 per unit and replacement
Terminator Turtle Bait Trays[TM] at $4.95 per unit.

     The Company intends to market its retail products directly
to retailers who will market to consumers by the use of point of
purchase displays that are strategically placed by retailers in
their outlets.  The display for the Terminator Turtles[TM] and 24
Bait Tray Refill packs is a free-standing unit with a printed 4-
color promotional picture of the Turtle on top.

     E.   MANUFACTURE AND MARKETING.  The Company presently
intends to outsource all manufacturing functions for its
product(s).  At present, the Company has no facilities capable of
manufacturing its product(s) and is not a party to any formal
agreements with respect to manufacturing of its product(s).  In
the past, AMJ has outsourced the manufacture of the Terminator
Turtle[TM] and has agreed to assign its rights to manufacturing
agreements to the Company.  AMJ has inventory of finished and
partially finished products and parts for approximately 200,000
Terminator Turtles[TM] a portion of which were partially financed
with funds advanced by the Company in late 1998 and early 1999.
AMJ has verbally agreed to transfer the inventory to the Company
at AMJ's cost (less any amounts advanced by the Company).  The
Company has not independently verified the amount of such
inventory or the cost.  Moreover, the Company does not have, nor
has it made any arrangements for, the financing necessary to
manufacture product(s) or purchase the inventory from AMJ, nor is
there any assurance that it can obtain such financing.

     The Company intends to market its product(s) through its
wholly owned subsidiary Terminator Technologies, Inc.  Neither
the Company nor Terminator Technologies, Inc. have any
contractual commitments or arrangements relating to the marketing
or sale of product(s).  Terminator Texas has agreements with
independent sales representatives on a nonexclusive basis to
market and sell the Terminator TurtleT and has verbally agreed to
assign those agreements to the Company or its subsidiary.  There
can be no assurance that such assignment, if made, will result in
any revenue or income to the Company.


                               -7-

<PAGE>

     Notwithstanding the foregoing agreements, the Company does
not have the financial resources to manufacture or distribute any
products and the only product that is market ready is the
Terminator Turtle[TM] and Bait Trap.  The other products require
additional development.  There can be no assurance that the
Company can or will obtain the financing necessary to take
advantage of the Option Agreement or the Assignment.

     Since the Company has not yet obtained financing to
implement its plans with respect to the Terminator Turtle[TM] or
any other product, there can be no assurance that such financing
will be obtained and there can be no assurance that the Company's
plans for the Terminator TurtleT or any other product will be
realized or successful.

     F.   AGREEMENT WITH SPEED RELEASE LOCK COMPANY.  On October
5, 1999, the Company entered into a Stock Purchase and Exchange
Agreement (the "Speed Release Agreement") with Speed Release Lock
Company ("Speed Release") and Mr. Steve Bedowitz.  Pursuant to
the Speed Release Agreement, among other things, (i) Mr. Steve
Bedowitz, president and majority shareholder of Speed Release,
purchased an option exercisable upon 60 days prior written
notice, at a price of $40,000 paid to the Company, to purchase
165,000 shares of the Company's Common Stock at a purchase price
of $.01 per share; (ii) the Company acquired 10% of Speed
Release's Common Stock in exchange for 9.9% of the Company's
Common Stock; (iii) the Company obtained the right for a period
of 180 days to demand that Speed Release, at Speed Release's
cost, file a registration statement with the Securities and
Exchange Commission, with respect to the Speed Release shares
owned by the Company, provided however, that the Company, if such
right is exercised, is limited to distributing such Speed Release
shares only to shareholders of the Company (and may not sell such
shares in the open market); and (iv) if the Company does not
exercise its right to demand registration within 180 days from
the date of the Speed Release Agreement, Speed Release may
rescind the transaction and reacquire its shares in return for
the Company's shares acquired by Speed Release.  The Company has
notified Speed Release that the Company has exercised its demand
registration rights and has requested Speed Release to file a
registration statement with respect to such shares.  There can be
no assurance that the registration statement will be filed, or if
filed will become effective.

     The Company and Speed Release have entered into discussions
regarding a possible business combination.  However, such
discussions are preliminary in nature and there can be no
assurance that such discussions will result in any further
agreement between the Company and Speed Release or that if any
additional agreement is reached that it will add any value to the
Company.

     Speed Release is engaged in the manufacture and sale of safe
and reliable firearm safety products to prevent the unauthorized
use of firearms, including unintentional discharge by children
and assailants.  Speed Release's mission is to both market and
manufacture firearm safety locks that maximize the user's ability
to operate the device quickly in an emergency situation, while
prohibiting unauthorized users from using the firearm.

     Speed Release manufactures and markets a keyless,
programmable, trigger lock that fits most firearms (the "Lock").
Speed Release began selling the Lock in 1997 and since then, the
Lock has been sold through a number of catalogs and retail
establishments, as well as to a number of law enforcement groups
and the military.

                               -8-

<PAGE>

     The Lock is a computerized device that fits over the trigger
guard of 98% of all firearms, preventing the movement of the
trigger.  As a result, the unintentional firing of the firearm is
prevented.  The Lock contains five translucent buttons, which
illuminate in dark or dim light.  There are 38,000 programmable
codes available for the device, making it extremely difficult to
open without knowledge of the passcode and therefore resistant to
tampering by children and other unauthorized users.  It is
constructed of a high-density polymer called Celcon that is
fourteen (14) times stronger than die cast metal.  As a result,
once the lock is in place, it is virtually tamper resistant and
can only be removed by entering the correct code, using extensive
force, defacing the weapon, or shipping the firearm through a
licensed firearms dealer to Speed Release's headquarters.

     In the future, Speed Release hopes to employ the concepts
used in the Lock for other purposes, such as electronic bicycle
locks.  The Company recently filed a patent application with the
United States Patent Office on the Lock that, if granted, will be
owned entirely by Speed Release.

     Speed Release has informed the Company that Speed Release
believes that (i) no other company employs technology similar to
the Lock; (ii) Speed Release's largest competitors are gun safes
and key locks; (iii) there are several more sophisticated safety
devices that are much more expensive, making them cost
prohibitive for many gun owners, and (iv) unlike these other
devices, the Speed Release Lock is affordable, easy to operate
and makes the firearm easily accessible to its users.

     Speed Release was founded in 1996 by the Company's principal
shareholder, Steve Bedowitz.  In 1991, Speed Release acquired
Trigger Block, Inc., the founder of the concept of the Speed
Release Lock.  Mr. Bedowitz is 57 years old and has successfully
built and managed several successful companies.  In March 1980,
Mr. Bedowitz founded American Remodeling, Inc. ("AMRE"), a
company specializing in home siding, with an initial investment
of $3,000.  When Mr. Bedowitz sold his interest in AMRE in 1991,
it was a multimillion dollar company traded on the New York Stock
Exchange and the most profitable home renovation company in
America.

     The Lock competes with a number of products that reduce the
risk of firearm misuse.  These products include other types of
gun locks and gun safes. Speed Release believes, however, that
its Lock is superior to these products in that it is easier to
use in an emergency situation.  Firearm safes clearly offer a
high level of security from both theft and unauthorized use;
however, their high cost prohibits many firearm owners from using
them.  Furthermore, firearm safes hinder an owner's access to
firearms in the case of an emergency, making their use
prohibitive in instances in which the firearm owner wishes to use
the weapon for personal safety.  Competing gun locks, in
comparison, also hinder access to the firearm in that they
typically require a key to open and for safety reasons, the key
should be kept in a different place than the gun itself.  Speed
Release's Lock, in comparison, is easy to remove through a
programmable code that only the owner of the firearm knows.  This
makes access to the firearm efficient at a low cost to the
consumer.  In addition to gun safes and gun locks that require a
key to unlock, there are a number of additional trigger locks on
the market.  Namely, the Saf-T-Lok, which is actually installed
in the firearm and is not removed and the "Smart Gun," which is
currently in development and will only work for the owner of the
firearm.  The Smart Gun has not yet been

                               -9-

<PAGE>

perfected.  In addition, it is extremely expensive and cannot be
used with existing guns, since it is itself a gun.

     Speed Release focuses its marketing strategy to current as
well as future firearm owners. Its advertisements are geared
toward men over 25 years old with at least a high school
education and incomes in excess of $35,000.  The Lock has been
featured in a number of hunting, shooting and law enforcement
magazines such as SHOOTING TIMES, SPORTS AFIELD, CLAY SHOOTING,
BUCKMASTERS, FIELD & STREAM, GUN WORLD, SKEET SHOOTING REVIEW,
THE CHIEF OF POLICE, GUNS MAGAZINE, LAW ENFORCEMENT TECHNOLOGY
and S.W.A.T.  In addition, catalogs like SHARPER IMAGE and ORVIS
have featured the product.

     Due to the rise of firearm violence and in light of the
number of children engaging in violence with handguns and rifles,
there has recently been increased interest in requiring firearm
users to keep unauthorized users from using firearms.  Congress
is currently considering legislation which would require that a
gun lock be sold with every new firearm sold in the United
States.  In addition, a number of states have passed laws
requiring gun locks for every firearm sold within the state.
Such laws require firearm owners to safely store their firearms
and increase the need and demand for products like the Speed
Release Gun Lock.  Speed Release anticipates that Congress will
pass additional laws dealing with gun control and requirements
for gun locks.

     At December 31, 1998, Speed Release had total assets of
$390,507 and a shareholders' deficit of ($1,192,751).  For the
years ended December 31, 1998 and 1997, Speed Release had
revenues of $217,634 and $87,192, respectively, and operating
losses of ($588,612) and ($1,214,191), respectively.  Speed
Release's net losses in 1998 were ($697,359), compared to
($1,334,934) during 1997.

"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 of the Agreement and Speed Release
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 statements involve risks and
uncertainties, including without limitation; potential quarterly
fluctuation in sales, if any; 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
--------------------

     Many current installed computer systems and software may be
coded to accept only two-digit entries in the date code field and
cannot distinguish 21st century dates from 20th century dates.
As a result, many software and computer systems may need to
upgraded or replaced.  The Company is in the process of assessing
the Year 2000 issue and expects to complete the program in the
fourth quarter of 1999.  The Company has not incurred material
costs to date in the process, and does not believe that the cost
of additional actions will have a material effect on its
operating results or financial condition.  The Company has
established a budget of $2,000 for the acquisition of contract
software services that will assist in the year 2000 assessment
and

                              -10-

<PAGE>

remediation activities to be completed no later than the first
quarter of fiscal year 2000.  TTI's current systems and products
may contain undetected errors or defects with Year 2000 date
functions that may result in material costs.  In addition, the
Company utilizes third-party equipment, software and content,
including non-information technology systems, such as security
systems, building equipment and embedded micro-controllers that
may not be Year 2000 compliant.  The Company is considering
developing a plan to assess whether its internally developed
software, third-party systems and non-information technology
systems are adequately addressing the Year 2000 issue.  Failure
of third-party equipment, software or content to operate properly
with regard to the Year 2000 issue could require the Company to
incur unanticipated expenses to remedy problems, which could have
a material adverse effect on its business, operating results and
financial condition.

     The Company is assessing whether third parties in its
potential supply and distribution chain are adequately addressing
their Year 2000 compliance issues.  The Company cannot guarantee
that the systems of suppliers or other companies on which the
Company may rely will be Year 2000 compliant.  The Company is in
the process of developing a contingency plan that will address
situations that may result should year 2000 compliance for
critical operations not be fully achieved in 1999.

                             ITEM 2.
                     DESCRIPTION OF PROPERTY
                     -----------------------

     The principal office of the Company is in Dallas, Texas and
consists of rented office space of approximately 200 sq. ft.
which the Company believes is suitable and adequate to meet the
Company's needs.  The Company also occupies an office of
approximately 1,700 square feet in San Jose, California, which it
occupies rent free from AMJ.

                             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
       ---------------------------------------------------

     There were no matters submitted to a vote of security
holders of the Company during the fourth quarter of fiscal 1998.


                             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.

                              -11-

<PAGE>

     As of September 30, 1999, there were approximately 1200
shareholders 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
    ---------------------------------------------------------

     Overview
     --------

     The Company's results of operations for the year ended
August 31, 1998 were significantly affected by the Company's
discontinuation of its Past Business and the consummation of the
Terminator Texas Transaction which closed on May 6, 1998.  Since
May 6, 1998 the Company has not engaged in any income producing
activities.

     The Company had no material commitments for capital
expenditures as of the end of fiscal 1998, and has determined it
will not have any commitments for capital expenditures as of the
end of fiscal 1999.  While the Company intends to focus future
operations on the acquisition, production, and sale of pest
control products for home and garden use, and other safety-
related products, there can be no assurance that the Company will
be successful in this effort and, without obtaining a source of
financing for such efforts, will, in all likelihood, not be
successful in such efforts.

     Liquidity and Capital Resources
     -------------------------------

     The accompanying financial statements have been prepared
assuming the Company will continue as a going concern.  As
discussed below and in the opinion and footnotes of the financial
statements, the Company has discontinued its operating segments
and suffered recurring losses from operations that raise
substantial doubt about the Company's ability to continue as a
going concern.  Management's plans are discussed throughout this
document and in the footnotes to the financial statements.

     The Company's working capital deficit at August 31, 1998 was
$22,836 compared to $(24,798) at August 31, 1997.  Cash and cash
equivalents decreased to $12 at August 31, 1998 as compared to
$19,226 at August 31, 1997, reflecting the Company's
discontinuation of its Past Business.  During the year ended
August 31, 1998, available cash was used to pay the fees and
expenses related to the consummation of the Terminator Texas
Transaction.

     The discontinuation of the Past Business during the year
ended August 31, 1998 also resulted in, among other things,
inventory levels being reduced to -0- at August 31, 1998 compared
to $53,128 at August 31, 1997, trade accounts receivable being
reduced to -0- at August 31, 1998 compared to $12,880 at August
31, 1998 and trade accounts payable being reduced to -0- at
August 31, 1998 compared to $71,083 at August 31, 1997.

     The Company made no capital acquisitions or improvement
expenditures during the year ended August 31, 1998 but
anticipates a substantial increase in its capital needs
consistent with the implementation of the Company's Business Plan
(described herein), when implemented.  See "Subsequent Events."
The Company believes that its current capital will not be
sufficient to


                              -12-

<PAGE>

meet its anticipated cash needs for the next 12 months.  However,
any projections of future cash needs and cash flow are subject to
substantial uncertainty.  While the Company intends to obtain
additional financing through the sale of equity and/or debt
securities, there can be no assurance that the Company will
obtain financing necessary to implement and undertake its
Business Plan.  Moreover, the obtaining of any financing by the
Company, will, in all likelihood, involve the sale of additional
equity, debt, or convertible debt securities, which could result
in additional dilution to the Company's shareholders.
Additionally, the Company will, from time to time, consider the
acquisition of or investment in complementary businesses,
products, services and technologies, which might impact the
Company's liquidity requirements or cause the Company to issue
additional equity or debt securities.  There can be no assurance
that financing will be available in amounts or on terms
acceptable to the Company, if at all, in order to implement its
Business Plan.

Results of Operations for the years ended August 31, 1997 and
1998
-------------------------------------------------------------

     Revenues.
     --------

     Revenue from sales and other sources in fiscal 1997 was
$44,065 compared to $16,738 in fiscal 1998.  The decrease in
sales revenue in fiscal 1998 reflected the consummation of the
Terminator Texas Transaction and the discontinuation of the
Company's Past Business.

     Costs and Expenses.
     ------------------

     Costs of sales in fiscal 1997 were $8,372 compared to $1,434
in fiscal 1998 reflecting the decreased revenue.  The decrease in
costs of sales in fiscal 1998 from 1997 resulted from the
decrease in revenue from sales during 1997.  The General and
Administrative costs for fiscal 1997 were $226,220 compared to
$227,215 in 1998, and in both years consisted primarily of
professional fees and imputed salaries.

     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.  No
officers'  salaries were paid in fiscal 1997 or 1998.   The   SEC
staff  has determined that the historical statement of operations
should   reflect  all  costs  of  doing  business.   Accordingly,
officers'  salaries for 1997 and 1998 were imputed based  on  the
actual number of months of operation during those periods.   This
expense  is  reflected  in  the  1997  and  1998  statements   of
operations  and  also  as  an increase to  paid-in  capital.   As
discussed  above, officers salaries and benefits for fiscal  1998
were imputed at $50,000 compared to $33,860 in fiscal 1997.   The
Company  also  calculated losses from discontinued operations  at
$17,744 in fiscal 1998 compared to $4,871 in fiscal 1997.

     New Accounting Standards.
     ------------------------

     In 1998, 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

                              -13-

<PAGE>


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 has complied 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 has complied with
the disclosure requirements of SFAS No. 131 in its financial
statements for its fiscal year ending August 31, 1998.

     In July 1998, the FASB issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities."  This statement
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities.  In June 1999, the
FASB issued SFAS No. 137 which delayed the effective date of SFAS
No. 133 to fiscal years beginning after June 15, 2000.  At this
time, the Company has not determined the impact the adoption of
this standard will have on the Company's financial statements.

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

     At August 31, 1998 and 1997, the Company had deferred tax
assets totaling $169,000 and $91,000, 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.

                             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 1998
     and 1997                                                 F-3
Consolidated statements of loss for the years
    ended at August 31, 1998 and 1997                         F-4
Consolidated statements of changes in stockholders'
    (capital deficit) equity for the years ended
     August 31, 1998 and 1997                                 F-5
Consolidated statements of cash flows for the
     years ended August 31, 1998 and 1997                     F-6
Notes to consolidated financial statements                    F-8

                              -14-

<PAGE>

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

     None.

                            PART III

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

     The following table contains information regarding the
Company's directors and executive officers.



    Name (and Age)                    Position(s) Held
------------------------    ------------------------------------
Frank Harrison (62)         President and Director
George Davis (69)           Secretary, Treasurer and Chairman of
                            the Board of Directors
Joe Nicholson (65)          Director
Pierre Korsmoe (54)         Advisory Director and principal
                            financial and accounting officer
Albert Miller (69)          Advisory Director


     Frank Harrison, Sr. has been President and a Director of the
Company since May 6, 1998.  From 1995 and up until this time, he
served as President and Director of Terminator Technologies, Inc.
Prior to that , he was responsible for marketing and investment
services for Beechwood Corporation.  From 1985 to 1993, Mr.
Harrison was President of International Research Securities,
Inc., an investment banking firm in Dallas, Texas.  Mr. Harrison
is  licensed by the National Association of Securities Dealers,
Inc. as a Series 7 investment advisor and principal.  Mr.
Harrison is a 1957 graduate of the University of Notre Dame with
a B.S. in Marketing.

                              -15-

<PAGE>

     George Davis has been a Director of the Company since 1996,
and since 1976 has served as President and Chief Executive
Officer of Gulf Coast Cooling Tower Service, Inc.

     Joe Nicholson has been a Director of the Company since
May 6, 1998.  During the past five years, Mr. Nicholson has been
president and principal owner of Joe Nicholson & Associates,
Inc., a company which represents Dale Carnegie of North Texas.
Mr. Nicholson is a graduate of the University of Nebraska where
he received his Bachelor of Arts degree in 1957.

     Pierre Korsmoe has been an advisory, nonvoting Director of
the Company and its Chief Financial Officer since May 6, 1998.
Mr. Korsmoe is a Certified Public Accountant and has been engaged
in the private accounting practice for more than 20 years.  Mr.
Korsmoe is a graduate of both UCLA, where he received his
bachelors degree in accounting, and Golden Gate University at San
Francisco, where he received his MBA in taxation.  Mr. Korsmoe is
an employee of AMJ Resources, Inc., with together with
affiliates, holds a majority of the Company's common stock.

     Albert Miller has been an advisory, nonvoting Director of
the Company since May 6, 1998. Prior to that, Mr. Miller was
employed by Terminator Technologies, Inc. and also acted as a
business consultant to various companies in the finance,
manufacturing, engineering, construction and marketing sectors
both in the U.S. and abroad.  Mr. Miller attended San Jose State
University and Santa Clara University.  Mr. Miller is an employee
of AMJ Resources, Inc., which, together with affiliates, hold a
majority of the common stock of the Company.

     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, 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.
Mr. George Davis was elected as a director on July 9, 1997 and
Messrs. Harrison and Nicholson were appointed on May 6, 1998.

                            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 its three (3) officers at the time
$50,000.  No officers' salaries were paid in fiscal 1998 or 1997.
The SEC staff has determined that the historical statement of
operations should reflect all costs of doing business.
Accordingly, officers' salaries for 1998 were imputed based on
the actual number of months of operation during 1998.  This
expense is reflected in the 1998 statement of operations and also
as an increase to paid-in capital.  As discussed above, salaries
and benefits for fiscal 1997 were imputed at $50,000 compared to
$33,860 in fiscal 1998.


                              -16-

<PAGE>

                            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 the beneficial
owner of five percent (5%) or more of the Company's Common Stock.

 Name and Address of    Amount and Nature of
  Beneficial Owner    Beneficial Ownership (1)  Percent of Class
--------------------  ------------------------  ----------------

George Davis                475,520(2)                11.59
Route 1, Box 41
Overton, TX 75684

AMJ Resources             3,536,894(3)                63.80
Corporation
2902 D Almaden Expwy.
San Jose, CA 95125

Cede & Company              259,302                    6.41
P.O. Box 222
New York, NY 10274

CB Porter & Jannette        207,800                    5.14
B. Porter, CB Porter
& Bruce Porter
1802 Bunker Hill Dr.
Van Buren, AR 72901


___________________________________
(1)  The beneficial owner listed has the sole power to vote and
     dispose of the shares owned of record by it, subject to
     applicable community property laws.
(2)  Includes 60,000 shares issuable upon conversion of Mr.
     Davis' preferred stock.
(3)  Includes 400,000 shares held of record by AM Resources
     Corporation and 400,000 shares held of record by Sytek
     Resources Corporation, wholly-owned subsidiaries of AMJ
     Resources Corporation.  Also includes 1,500,000 shares that
     may be acquired under a currently exercisable warrant.

     The  following  table  sets forth certain  information  with
respect  to the shares of the Company's common stock beneficially
owned  by  each  director of the Company and  all  directors  and
executive officers of the Company as a group.

                              -17-

<PAGE>



 Name and Address                     Amount and Nature of     Percent of
of Beneficial Owner  Title of Class Beneficial Ownership(1)       Class
-------------------  -------------- -----------------------   -------------

Frank Harrison           Common             200,000               4.95
3838 Oak Lawn          Preferred               --                  --
Avenue, Ste. 1000
Dallas, TX 75219

George Davis             Common            475,520(2)             11.59
Route 1, Box 41        Preferred              600                 20.34
Overton, TX 75684

Joe Nicholson            Common            27,500(3)                *
2025 Oak Meadow Dr     Preferred              250                 8.47
Bedford, TX  76021

All directors and        Common             703,020               17.03
executive officers     Preferred              850                 28.81
as a group (5
persons)
_____________________________
*Less than 1% of class
(1) The beneficial owner listed has the sole power to vote and
    dispose of the shares owned of record by it, subject to
    applicable community property laws.
(2) Includes 60,000 shares issuable upon conversion of Mr. Davis'
    preferred stock.
(3) Includes 25,000 shares issuable upon conversion of Mr.
    Nicholson's preferred stock.


                             ITEM 12
         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------
     See Item 1, "Description of Business," in this report.

                              -18-

<PAGE>


                            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 were delivered to
the Company on November 4, 1999, and are filed as part of
this annual report.

     2.   Exhibits.

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

     3.1  Amended and Restated Articles of Incorporation of the
          Registrant, as filed with the Secretary of State of
          Texas on April 23, 1998 (filed herewith)

     3.2  Bylaws of Registrant (filed herewith)

     4.1  Form of Common Stock Certificate of Registrant (filed
          herewith)

     10.1 Stock Purchase Agreement, dated as of January 15, 1998,
          by and among the Company, certain of its shareholders
          and Terminator Technologies, Inc. (incorporated by
          reference to the Registrant's Annual Report on Form 10-
          K for the Year Ended August 31, 1997)

     11.1 Statement regarding computation of per share earnings

     21.1 Subsidiaries of the registrant

     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.


                              -19-

<PAGE>



                           SIGNATURES
     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
TTI INDUSTRIES, INCORPORATED


By:  /s/ FRANK HARRISON                         November 5, 1999
   ------------------------------
   Frank Harrison, President and
     Chief Executive Officer

     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

     Signature                   Title                    Date

/s/ GEORGE DAVIS      Secretary, Treasurer and      November 5, 1999
--------------------  Chairman of the Board
George Davis

/s/ FRANK HARRISON    President and Chief           November 5, 1999
--------------------  Executive Officer and
Frank Harrison        Director (Principal
                      Executive Officer)

                      Director                      November ___, 1999
--------------------
Joe Nicholson

/s/ PIERRE KORSMOE    Principal Accounting and      November 5, 1999
--------------------  Financial Officer
Pierre Korsmoe

                              -20-

<PAGE>



                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                                                         Contents

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

     Report of independent certified public accountants    F-2


     Consolidated financial statements
      Balance sheets                                       F-3
      Statements of loss                                   F-4
      Statements of stockholders' equity (capital deficit) F-5
      Statements of cash flows                             F-6
      Notes to consolidated financial statements           F-8










                               F-1

<PAGE>

Report of Independent Certified Public Accountants


To the Board of Directors and Stockholders
TTI Industries, Incorporated (F/K/A Environmental Plus, Inc.) and
Subsidiaries

We have audited the accompanying consolidated balance sheets of
TTI Industries, Incorporated (F/K/A Environmental Plus, Inc. )
and Subsidiaries, (the "Company") as of August 31, 1998 and 1997
and the related consolidated statements of loss, stockholders'
equity (capital deficit), and cash flows for 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 provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company and Subsidiaries as of August 31, 1998
and 1997, and the results of their operations and their cash
flows for 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 Notes 1 and 12 to the financial statements, the
Company has discontinued its operating segments and has suffered
recurring losses from operations that raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to this matter are also described in
Note 12.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                   /s/  BDO SEIDMAN, LLP

                                   BDO Seidman, LLP
Dallas, Texas
March 31, 1999



                               F-2

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                             Consolidated Balance Sheets (Note 1)

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

<TABLE>
<CAPTION>

August 31,                                                                   1998          1997
---------------------------------------------------------------------    -----------   -----------
<S>                                                                      <C>           <C>
Assets

Current
  Cash                                                                   $        12   $    19,226
  Accounts receivable - trade                                                      -        12,880
  Notes receivable, current portion                                                -        55,210
  Inventory                                                                        -        53,128
  Other                                                                            -         9,495
---------------------------------------------------------------------    -----------   -----------
Total current assets                                                              12       149,939
---------------------------------------------------------------------    -----------   -----------
Notes receivable, less current portion                                             -       195,184

Property, plant and equipment - net                                                -       136,059
---------------------------------------------------------------------    -----------   -----------
                                                                                  12       481,182
=====================================================================    ===========   ===========
Liabilities and Stockholders' Equity (Capital Deficit)

Current liabilities
  Accounts payable                                                       $    16,985   $    71,083
  Accrued expenses                                                               863         5,605
  Line of credit and term notes                                                    -        60,240
  Notes payable and due to related party                                       5,000        37,809
---------------------------------------------------------------------    -----------   -----------
Total current liabilities                                                     22,848       174,737
---------------------------------------------------------------------    -----------   -----------
Commitments and contingencies
---------------------------------------------------------------------    -----------   -----------
Stockholders' equity (capital deficit)
  Preferred stock, (100,000,000 authorized; $1.00 par, 1,024,000
     shares issued and outstanding - 1997)                                         -       466,600
  Common stock, (100,000,000 shares authorized, $0.01 par,
     724,184 shares issued and outstanding)                                   40,328        40,328
  Additional paid-in capital                                               1,011,058       644,084
  Accumulated deficit                                                     (1,074,222)     (844,567)
---------------------------------------------------------------------    -----------   -----------
Total stockholders' equity (capital deficit)                                 (22,836)      306,445
---------------------------------------------------------------------    -----------   -----------
                                                                         $        12   $   481,182
=====================================================================    ===========   ===========
</TABLE>

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


                               F-3

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                         Consolidated Statements of Loss (Note 1)

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

<TABLE>
<CAPTION>

Years ended August 31,                                     1998            1997
--------------------------------------------------      -----------     -----------
<S>                                                     <C>             <C>
Revenue:
  Sales                                                 $     2,593     $   12,514
  Other                                                      14,145         31,551
--------------------------------------------------      -----------     -----------
Total                                                        16,738         44,065
--------------------------------------------------      -----------     -----------
Cost of Sales                                                 1,434          8,372
--------------------------------------------------      -----------     -----------
Impairment of goodwill and organization costs                     -         46,269
--------------------------------------------------      -----------     -----------
General and Administrative:
  Professional fees                                          87,114         96,401
  Bad debts                                                  69,083         63,000
  Salaries and benefits                                      57,031         56,500
  Other administrative expenses                               9,953            154
  Taxes and licenses                                          2,396            182
  Interest and bank charge                                    1,338          2,338
  Utilities and telephone                                       300            461
  Amortization                                                    -          5,263
  Supplies                                                        -          1,921
--------------------------------------------------      -----------     -----------
Total General and Administrative                            227,215        226,220
--------------------------------------------------      -----------     -----------
Loss from Continuing Operations                            (211,911)      (236,796)
--------------------------------------------------      -----------     -----------
Loss from Discontinued Operations (Note 1)                  (17,744)        (4,871)
--------------------------------------------------      -----------     -----------
Net Loss                                                   (229,655)      (241,667)
--------------------------------------------------      -----------     -----------
Per Share Data Basic and Diluted (Note 1):
  Loss from continuing operation                        $      (.05)    $      (.06)
  Loss from discontinued operations                            (.01)              -
  Net loss per share                                           (.06)           (.06)
  Weighted average shares outstanding                     4,032,914      4,032,914
==================================================      ===========     ===========

</TABLE>

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


                               F-4
<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
Consolidated Statements of Stockholder's Equity (Capital Deficit)
                    Years Ended August 31, 1998 and 1997 (Note 1)

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

<TABLE>
<CAPTION>


                             Preferred Stock        Common Stock                                         Total
                             $1.00 Par Value       $.01 Par Value     Additional                     Stockholders'
                           --------------------  -------------------    Paid-In    Accumulated          Equity
                            Shares     Amount     Shares     Amount     Capital      Deficit       (Capital Deficit)
                           ---------  ---------  ---------  --------  ---------    -----------    ------------------
<S>                        <C>        <C>        <C>        <C>       <C>         <C>
Balance, August 31, 1996   1,024,184  $ 466,600  4,032,914  $ 40,328  $ 610,224    $ (602,900)       $  514,252
  Cancellation of certain
    shares related to
     Fire Zap Acquisition   (300,000)         -          -         -          -             -                 -
  Imputed officers'
    salary (Note 6)                -          -          -         -     33,860             -            33,860
  Net loss                         -          -          -         -          -      (241,667)         (241,667)
--------------------------------------------------------------------------------------------------------------------
  Cancellation of all
   outstanding shares
   issued related to
   Gulf Coast and
   Fire Zap Acquisitions)
   due to sale of Gulf
   Coast and Fire Zap
   (Note 1) and
   adjustment for
   excess cost of
   cancelled
   preferred shares
   over net assets
   value of sold
   subsidiaries (Note 1)   (724,184)  (466,600)          -         -    266,482             -          (200,118)
  Imputed officer's
   Salary (Note 6)                -          -           -         -     50,000             -            50,000
  Sale of common stock
   warrants                       -          -           -         -     20,000             -            20,000
  Expenses paid by
   shareholders                   -          -           -         -     30,492             -            30,492
  Net loss                        -          -           -         -          -      (229,655)         (229,655)
------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1998          -  $       -   4,032,914  $ 40,328 $1,011,058   $(1,074,222)      $   (22,836)

</TABLE>

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


                               F-5


<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows (Note 1)

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

<TABLE>
<CAPTION>

        Increase (Decrease) in Cash and Cash Equivalents

Years ended August 31,                                          1998            1997
-------------------------------------------------------     -----------     -----------
<S>                                                         <C>             <C>
Cash Flows from Continuing Operating Activities:
  Loss from operations                                      $  (229,655)    $  (241,667)
  Adjustments to reconcile loss from operations to
     Cash used in operating activities:
       Loss from discontinued operations                         17,744           4,871
       Amortization                                                   -           5,263
       Imputed officers' salaries                                50,000          33,860
       Reserve for bad debts                                     69,083          63,000
       Impairment of goodwill and organizations cost                  -          46,269
       Change in assets and liabilities:
          Accounts receivable - trade                             9,585         (12,514)
          Note receivable                                        45,186          19,185
          Inventory                                                 218            (218)
          Other assets                                           (4,707)         13,386
          Accounts payable and accrued expenses                 (11,235)         14,967
-------------------------------------------------------     -----------     -----------
Net cash flows used in operating activities of
  continuing operations                                         (53,781)        (53,698)
-------------------------------------------------------     -----------     -----------
Cash Flows from Investing Activities -
  Shareholder contributions to capital                           30,492               -
-------------------------------------------------------     -----------     -----------
Net cash flows provided by investing activities                  30,492               -
-------------------------------------------------------     -----------     -----------
Cash Flows from Financing Activities:
  Retirement of debt                                            (36,779)              -
  Sale of stock warrants                                         20,000               -
  Proceeds from notes payable - affiliate                         5,000          23,779
-------------------------------------------------------     -----------     -----------
Net cash flows provided by (used in) financing                  (11,779)         23,779
activities
-------------------------------------------------------     -----------     -----------


</TABLE>

                                       F-6

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows (Note 1)

=================================================================
<TABLE>
<CAPTION>



        Increase (Decrease) in Cash and Cash Equivalents

Years ended August 31,                        1998        1997
----------------------------------------   --------     --------
<S>                                        <C>          <C>
Discontinued Operations:
  Net cash provided by operating            21,437       19,638
activities
  Net cash used in investing activities     (2,618)      (4,323)
  Net cash provided by (used in)            (2,965)      23,269
financing activities

Net cash provided by discontinued           15,854       38,584
operations

Increase (decrease) in cash                (19,214)       8,665
Cash, beginning of year                     19,226       10,561

Cash, ending of year                    $       12    $  19,226

Supplemental Cash Flow Information:
  Noncash activities:
   Transfer of net assets to
     shareholder (Note 1)               $  200,118    $       -

   Retirement of preferred shares       $  466,600    $       -

</TABLE>

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



                               F-7


<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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


1. SUMMARY OF ACCOUNTING POLICIES

     NATURE OF BUSINESS, DISCONTINUED OPERATIONS AND BASIS OF
PRESENTATION   The accompanying consolidated financial statements
include the accounts of TTI Industries, Inc. (F/K/A Environmental
Plus, Inc.) and its formerly wholly-owned subsidiaries Fire Zap,
Inc. and Gulf Coast Towers, Inc. through the date of disposition,
as discussed below.  All material intercompany transactions and
balances have been eliminated in consolidation.

Prior to the acquisition of majority shares (fifty-eight percent)
of the Company by a new controlling shareholder group effective
May 1, 1998, the Company operated as Environmental Plus, Inc., a
Texas Corporation, and was 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.  During
1998 and as part of management's plan to have the Company
continue to operate in the foreseeable future, a Stock Purchase
Agreement (the "Agreement") was entered into among Terminator
Technologies, Inc. ("TTI"), a Texas corporation, AMJ Resources,
Inc. ("AMJ"), a Delaware corporation, EPI and its various
shareholders.  As a result of the Agreement, TTI, AMJ and their
respective assigns have become the new controlling shareholder(s)
and control group of the Company.

As part of the Agreement, the Company approved and adopted an
amendment to the articles of incorporation to consummate a
reverse stock split of its common shares of 1 for 10, effective
May 1, 1998.  For periods presented in the financial statements
prior to the effective date of the stock split, outstanding
shares and per share data have been retroactively restated to
reflect the impact of the split.

     DISCONTINUED OPERATIONS  Just prior to and as a condition of
the Agreement, the Company sold its wholly-owned subsidiaries,
Fire Zap, Inc. and Gulf Coast

                               F-8

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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



Towers, Inc. to individuals/shareholders from whom the Company
originally purchased them in 1996.  According to the provisions
of the Agreement, the Company sold its investment in the capital
stock of its wholly-owned subsidiaries in exchange for all of the
outstanding shares of the Company's Series A convertible
preferred stock which was issued in connection with the Company's
acquisition of such subsidiaries.  The capital stock of the
wholly-owned subsidiaries was exchanged at the net book value of
the assets of the respective companies.  No gain or loss was
recognized by the Company.

The Company retires shares acquired in this transaction totaling
$150,000 and $574,184 of its Series A Preferred Stock for Fire
Zap, Inc. and Gulf Coast Towers, Inc., respectively.

The revenue and net loss from operations of discontinued segments
is as follows:

     Year ended August 31,             1998             1997
     -------------------------      ----------       ----------
     Revenues                     $     18,301     $   484,587
     (Loss) from discontinued
      operations                       (17,744)         (4,871)


   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.

   RECLASSIFICATIONS Certain consolidated financial statement
amount have been reclassified from the previously reported
financial statements in order to conform with the current
presentation.


                               F-9
<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

=================================================================
     REVENUE RECOGNITION Service and sales revenue are recognized
when services are rendered and products are shipped.

   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.

   INCOME TAXES    Income taxes are provided for the tax effects
of transactions reported in the financial statements and consist
of taxes currently due plus deferred taxes related primarily to
differences between the basis of property, plant and equipment,
inventory, and accounts and notes receivable for financial and
income tax reporting.  The net deferred tax assets and
liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled.

   CASH AND CASH EQUIVALENTS  For purposes of the consolidated
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.

   EARNINGS PER SHARE    In 1997, the Financial Accounting
Standards Board issued Statement No. 128, Earnings per Share.
Statement 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per
share.  Unlike primary earnings per share, basic earnings per
share excludes any dilutive effects of options, warrants and
convertible securities.  Diluted earnings per share is very
similar to the previously reported fully diluted earnings per
share.  All earnings per share amounts for all periods have been
presented, and where appropriate, restated to conform to the
Statement 128 requirements.  The Company experiences net


                              F-10

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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


losses for fiscal 1998 and 1997, therefore common stock
equivalents are not considered as their effect would be
antidilutive.

     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 terms 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   In July 1998, the FASB issued SFAS
No. 133 "Accounting for Derivative Instruments and Hedging
Activities."  This statement establishes accounting and reporting
standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for
hedging activities.  In June 1999, the FASB issued SFAS No. 137
which delayed the effective date of SFAS No. 133 to fiscal years
beginning after June 15, 2000.  At this time, the Company has not
determined the impact the adoption of this standard will have on
the Company's financial statements.

                              F-11

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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


2. INVENTORIES     Inventories at August 31, 1997 consist
primarily of parts for construction of cooling towers and
trailers totaling $53,128.  At August 31, 1998, the Company had
no inventory.

3. NOTES RECEIVABLE      Notes receivable at August 31, 1997 and
prior to the Agreement (see Note 1) were unsecured and consisted
of the following:

     August 31,                                       1997
     ------------------------------------------------------------
     12.5% note due from Lewis Industries,
        principal and interest payable on or
        before December 15, 2005                   $  183,798

     Prime plus 1% note due from Tri-State,
        principal and interest payable on or
        before June 2, 2000                            74,386

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

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

     The notes receivable in the amount of $25,000 and $30,210 as
of August 31, 1997 were transferred to the subsidiaries prior to
their sale (see Note 1).  The Company transferred the Lewis and
Tri State notes receivable to Gulf Coast Towers, Inc., one of its
subsidiary, prior to the Agreement.  The Tri State note is
assumed to be fully collectible.  However, the Company wrote the
Lewis note and accrued interest down to its net realizable value
of $54,870.  The write-down resulted in $66,153 charge to bad
debt expense for the current period and $63,000 write-off of bad
debt reserve.


                              F-12

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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


4. PROPERTY AND EQUIPMENT     Property and equipment at August
31, 1997 consisted of the following:

   Land                                       $ 21,500
   Building and improvements                    75,633
   Machinery and equipment                      29,646
   Transportation equipment                     29,819
   -----------------------------------------  --------
                                               156,598
   Accumulated depreciation                    (20,539)
   -----------------------------------------  --------
                                              $136,059

   As part of the Agreement the Company sold all property and
equipment; accordingly the Company has no fixed assets as of
August 31, 1998.

5.    LINE  OF CREDIT AND NOTES PAYABLE TO RELATED PARTIES     As
part  of  the Agreement, the Company paid in full all  its  debts
outstanding  at  that time.  The line of credit was  canceled  in
fiscal 1998.

Notes payable to related parties consist of the following:

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

   As August 31, 1998, $5,000 was due a related party.  The terms
of repayment were not specified.

                              F-13

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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


6.   TRANSACTIONS WITH RELATED PARTIES  During fiscal 1997 the
Company contracted with an affiliate to perform certain services
on the cooling tower related sales.  Costs to the Company and
cash disbursements to the affiliate totaled $176,885.  No such
cost was incurred in 1998.

As part of the Agreement, TTI, AMJ and their respective assigns
became the new control group through the purchase of the majority
shares of EPI and it's various shareholders.  However, no
transaction occurred between the new control group and the
Company in the current period, except for a $5,000 advance.

During 1997 and 1998, the officers of the Company determined that
they would not take  a salary until cash flow from operations
permitted them to pay each of three officers $50,000.  Therefore,
no salaries were paid in fiscal 1997 and 1998.  The SEC staff has
determined that the historical statement of operations should
reflect all costs of doing business (SAB 79).  Accordingly,
officers' salaries for 1997 and 1998 were imputed.  This expense
is reflected in the 1997 and 1998 statements of loss with an
increase to paid-in capital.

7.   INCOME TAXES   As of August 31, 1998 and 1997, management
established a 100 percent valuation allowance since it is more
likely than not that 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 $330,000.  However, during fiscal
1996 and 1998 there were two separate significant changes in
ownership which further limit the availability of those net
operating losses.  The extent of the limitation has not been
determined.


                              F-14

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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




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

                                        1998           1997
                                     -----------     ---------
     Deferred tax asset              $  169,000      $  91,000
     Less valuation allowance          (169,000)       (91,000)
                                     -----------     ---------
     Net deferred tax asset          $        -      $       -
                                     ===========     ==========

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

                                      1998              1997
                                   ---------         ---------
     Balance, beginning of         $  91,000         $  28,000
     year
     Current year net
     operating
      loss                            78,000            63,000
                                   ---------         ---------
     Balance, end of year          $ 169,000         $  91,000
                                   =========         =========
8.   PREFERRED STOCK     The Series A Preferred Stock was issued
in conjunction with the Fire Zap and Gulf Coast Towers
acquisitions.  During fiscal 1997, the sellers of Fire Zap
returned for cancellation 300,000 shares of the Series A
preferred stock at the request of management.  No consideration
was exchange for the cancelled shares.

Prior to the Agreement, as further discussed in Note 1, the
Company exchanged all capital stock of its wholly-owned
subsidiaries in exchange for all of the outstanding shares of
these Series A convertible preferred stock.  The transaction
resulted in a $466,600 charge to the preferred stock account and
$266,482 credit to additional paid-in capital.  All preferred
shares were canceled.

9. STOCK PURCHASE WARRANTS    As part of the Agreement, the
Company issued a 1.5 million Stock Purchase Warrant to TTI for
$20,000.  The valuation of these


                              F-15

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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


 shares is consider de minimus.  The warrants are initially
exercisable at $0.04445 per share and expire prior to May 6,
2000.  The transaction resulted in a $20,000 credit to additional
paid-in capital.

10.  COMMITMENTS AND CONTINGENCIES  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.

11.  SUPPLEMENTAL CASH FLOW INFORMATION  During the
year ending August 31, 1998 and 1997 there was no cash paid for
interest or income taxes.

12.  GOING CONCERN AND SUBSEQUENT EVENTS     The accompanying
consolidated financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1
and below to the financial statements, the Company has
discontinued its operating segments and has suffered recurring
losses from operations that raise substantial doubt about the
Company's ability to continue as a going concern.  Management's
plans in regard to this matter are described in the following
paragraphs.  The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

Since joining the Company in May 1998, the new Chief Executive
Officer, along with the rest of the Company's management team has
been developing a broad operational and financial restructuring
plan.  That plan was presented to the Company's Board of
Directors in January 1999.  TTI Industries, Inc. had virtually no
business operations during fiscal 1998.  The Company plans to
operate as a holding-owned subsidiaries.  One subsidiary,
Terminator Technologies, Inc., will be formed as a Manufacturing
and Marketing subsidiary and TermTex Corporation will be formed
as a Research and Development subsidiary.  The Company's primary
focus in the retail market  will be the production and sale of a
series of pest control products for the


                              F-16

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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


home and garden, with an emphasis on products that (1) are safe
for children, pets and wildlife, (2) are environmentally
friendly, (3) are low cost and (4) utilize attractive animal-
shaped designs.  In January 1999, the Company concluded the
purchase of the two subsidiary companies, Terminator
Technologies, Inc. and Term Tex Corporation from AMJ Resources,
Inc., which consisted of the purchase of all of the 1,000 issued
and outstanding shares of each Company's common stock for a total
purchase price of $5,000 ($2,500 each).  The transfer of the
operating responsibilities described above will be completed in
the next few months as contracts are finalized and manufacturing
schedules are approved.

Going forward, significant amounts of additional cash will be
needed to pay the costs to implement the proposed business plan
and to fund losses until the Company has achieved profitability.
Based on management's proposed plan, the Company estimates that
at least $1.5 million will be required to fund the Company's
restructuring costs and operations through the end of fiscal 2000
and that additional amounts could be required thereafter.

While there is no assurance that funding will be available to
execute the plan, the Company is continuing to seek financing
exploring a number of alternatives in this regard.  The Company
believes that this additional financing, along with its current
credit facilities, will be sufficient to support the Company's
liquidity requirements through the end of 1999 depending on
operating results.

In the absence of long-term financial support from investors,
there can be no assurance that additional financing can be
obtained from conventional sources.  Management is exploring
alternatives that include seeking strategic investors, or
pursuing other transactions that could result in diluting
existing shareholders.  There can be no assurance that
management's efforts in this regard will be successful.


                              F-17

<PAGE>

                                     TTI INDUSTRIES, INCORPORATED
                                 (F/K/A ENVIRONMENTAL PLUS, INC.)
                                                 AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements

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



Management believes that, despite the financial hurdles and
funding uncertainties going forward, it has under development a
business plan that, if successfully funded and executed can
significantly improve operating results.  The support of the
Company's vendors, customers, lenders, stockholders and employees
will continue to be key to the Company's future success.











                              F-18