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, 1999



[   ]     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


               (Name of small business issuer in its charter)



          Texas                              75-1939021
----------------------------------------------------------------

(State or other jurisdiction            (IRS Employer
of incorporation or organization)       Identification No.)




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



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



<PAGE>



       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:  $0.

The number of shares of the registrant's common stock outstanding as of
June 30, 2000 was 4,169,414.  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
         ----;     ------

                                   PART I.

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

     A.   General.  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 incurred operating losses in fiscal 1996 through 1999 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

                                     -2-

<PAGE>



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, AMJ Resources, Inc., 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, and the Company changed its name to TTI
Industries, Incorporated.

     The Company subsequently completed the transactions contemplated in the
Agreement and, 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, 1999
were significantly affected by the Company's discontinuation of the business
of construction and repair of industrial cooling towers and the consummation
of the Agreement.  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 planning for
new operations, including 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.  The Company did not obtain sufficient financing
to implement its plans for new operations during the year ended August 31,
1999 and there can be no assurance that the Company will be successful in
this effort.  Thus, the Company had no revenues for the year ended
August 31, 1999.

     B.   Company's Business Plan. During the year ended August 31, 1999 the
Company's Board of Directors developed a new operational and financial
restructuring plan for the Company.  While the Company had virtually no
business operations during fiscal 1999, 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 did
not, and has not, secured the financing necessary 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.

     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 and Term Tex Corporation, Delaware corporations.  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.

                                     -3-

<PAGE>



     C.   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, relating to certain products, 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 OwlT (a
flea trap), Terminator Flower TrapT (various insect traps) and Terminator
PyramidT (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.  The Option
Agreement was later amended to eliminate the conditions and lengthen them
the term.  See "Subsequent Events."

     Notwithstanding AMJ's relationship to the Company as a significant
shareholder, and the relationship of Mr. Miller, the Company's chairman of
the Board of Directors and Mr. Korsmoe, the Company's principal financial
officer, as affiliates of AMJ, 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.

     D.   Assignment by AMJ.  Additionally, in anticipation of
implementation of the Business Plan, on January 19, 1999 AMJ and the Company
entered into an assignment agreement (the "Assignment") relating to an
additional product,  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"),
relating to the Terminator Turtle TM and Terminator Turtle Bait Tray TM, 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 2,000,000 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. Neither
the Option Agreement nor the Assignment have yet been valued and will be so
valued as soon as practicable.

     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

                                     -4-

<PAGE>



TurtleTM  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 exclusive worldwide use of the patent relating to the Terminator
Turtle TM until December 31, 2009, 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.  The Assignment was
later amended to eliminate the conditions.  See "Subsequent Events".

     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.

     The Company has two (2) full-time employees, who as of the date of this
filing were uncompensated.  For financial statement purposes, compensation
was imputed as required by the SEC.

     E.   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.

     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 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, none of which shall be repaid by the Company.

                                     -5-

<PAGE>



     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.

     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.

     F.   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 outsourced the manufacture of the Terminator
Turtle TM and agreed to assign its rights to manufacturing agreements to the
Company.  AMJ, through a wholly owned subsidiary, 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 Turtle TM 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.

     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 Tray.  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 Turtle TM or any other product
will be realized or successful.

                                     -6-

<PAGE>



SUBSEQUENT EVENTS

     A.   Amendment to Option Agreement.  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.  In January 2000, AMJ agreed to
eliminate the reimbursement condition.

     B.   Amendment of Assignment.  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.

     C.   Production and Marketing of Terminator Turtle.  Effective October
4, 1999, in connection with the Assignment regarding the Terminator Turtle TM,
AMJ through its wholly owned subsidiary, agreed to be responsible for
arranging the manufacture, production and marketing of the Terminator
Turtle TM, at cost plus 10%, on behalf of and for the benefit of the Company.
During the quarter ended November 30, 1999, such activities produced no
revenue for the Company and produced a cost of sales of $18,000.  For the
quarter ended February 29, 2000, sales of the Terminator Turtle TM resulted in
gross revenue for the company of $56,637 at a cost of sales of $52,753.

     D.   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 valued at $149,938 in a transaction accounted for
under the cost method of accounting; (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 Speed Release has
filed a registration statement with respect to such shares.  There can be no
assurance that the registration statement will become effective.

                                     -7-

<PAGE>



     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.

     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.

     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

                                     -8-

<PAGE>



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

     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.

     E.   Addition and Changes in Management.  On January 7, 2000, the Board
of Directors elected Mr. Jesus Muniz as an additional director of the
Company.  On January 10, 2000 Mr. Muniz was elected by the Board of
Directors as President of the Company to replace Mr. Frank Harrison who
resigned from that position on January 7, 2000.  Mr. Harrison remains as a
director of the Company.

     F.   Company Activities and Financial Position.  The following
information relating to fiscal year 2000 is unaudited.  During fiscal year
2000 the Company continued its efforts to obtain the financing necessary to
implement the Business Plan adopted in January 1999.  While the efforts
produced $40,000 in the quarter ended November 30, 1999 and approximately
$36,000 during the quarter ended February 29, 2000, such amounts were not
sufficient to implement the Business Plan in any meaningful manner.  While
the Company produced no revenue for the quarter ended November 30, 1999 it
received $56,637 in revenue from product sales during the quarter ended
February 29, 2000, at a cost of $52,753, but produced a net loss for that
quarter of ($90,923) or ($.02) per share.  The Company is continuing its
efforts to obtain financing for operations.

                                     -9-

<PAGE>



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


     Forward-looking statements in this report, including without
limitation, statements relating to the adequacy of the Company's resources
and any anticipated changes in the Company's business following the
consummation of the Agreement and Speed Release Agreement, statements as to
the Company's objective to grow through strategic acquisitions and internal
growth, the impact of acquisitions on the Company's earnings, the Company's
ability to realize operating efficiencies in the integration of its
acquisitions, trends in the Company's future operating performance, Year
2000 Compliance, the effects of legal or governmental proceedings, the
effects of changes in accounting pronouncements and statements as to the
Company's or management's beliefs, expectations and opinions are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Forward-looking statements are subject to risks and
uncertainties and may be affected by various factors which may cause actual
results to differ materially from those in the forward-looking statements.
In addition to the factors discussed in this report, certain risks,
uncertainties and other factors, including, without limitation the risk that
the Company will not be able to realize operating efficiencies in the
integration of its acquisitions, risks associated with growth and future
acquisitions, fluctuations in quarterly operating results, risks relating to
Year 2000 compliance and the other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission can cause
actual results and developments to be materially different from those
expressed or implied by such forward-looking statements.

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

     Like other companies, the Company could be adversely affected if the
computer systems the Company, its suppliers or customers use do not properly
process and calculate date-related information and data from the period
surrounding and including January 1, 2000.  This is commonly known as the
"Year 2000" or "Y2K" issue.  Additionally, this issue could impact non-
computer systems and devices such as production equipment, elevators, etc.
While the Company's project to assess and correct Y2K related issues
regarding the year 2000 has been completed, and the Company has not
experienced any significant Y2K related events, interactions with other
companies' systems make it difficult to conclude there will not be future
effects.  Consequently, at this time, management cannot provide assurances
that the Year 2000 issue will not have an impact on the Company's future
operations.  Since January 1, 2000, the Company has had no material impact
from the Y2K issue.

                                   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.

                                    -10-

<PAGE>



                                   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 fiscal year 1999.

                                   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.

     On May 31, 2000, the common stock of the Company was removed from
quotation on the OTC Bulletin Board as a result of the Company's failure to
fulfill its reporting obligations under the Securities Exchange Act of 1934,
as amended.  The common stock of the Company is quoted in the Pink Sheets.

     As of June 30, 2000, there were approximately 1526 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, 1999
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. During the year ended August 31, 1999 the Company did
not engage in any income producing activities.

     The Company had no material commitments for capital expenditures as of
the end of fiscal 1999, and has determined it will not have any commitments
for capital expenditures as of the end of fiscal 2000.  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.

                                    -11-

<PAGE>



     The Company intends to establish a National brand name presence for the
"Terminator" brand in the retail home and garden pest control market.  To
accomplish that goal, it will be necessary for the Company to engage in an
extensive advertising and public relations campaign.  However, the Company
has made no arrangements for the financing of such activities and there can
be no assurance that such financing can be obtained, or, if obtained, that
the goal can be accomplished.

     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, 1999 was ($49,711)
compared to ($22,836) at August 31, 1998.  Cash and cash equivalents were $166
at August 31, 1999 as compared to $12 at August 31, 1998.  During the year
ended August 31, 1999, available cash was used to pay the fees and expenses
related to the Business Plan.

     The Company obtained $281,632 through the private placement of
securities during the year ended August 31, 1999 and used $276,478 in
operating activities for the year ended August 31, 1999, as compared to
$53,781 for the year ended August 31, 1998.  During the twelve months ended
August 31, 1999, $250,000 was paid to AMJ Resources, Inc., an Affiliate, to
assist in inventory financing in connection with agreements with AMJ
regarding the acquisition by the Company of rights to certain products and
the completion of the Business Plan by the Company.  See "Results of
Operations" below.

     Investment activities for 1999 consisted of a $5,000 investment in
"start-up" subsidiaries.  In 1998 $30,492 was received from shareholders
contributions to capital.

     Trade accounts payable were $47,477 at August 31, 1999 and $17,848 at
August 31, 1998.

     The Company made no capital acquisitions or improvement expenditures
during the year ended August 31, 1999 but anticipates a substantial increase
in its capital needs consistent with the implementation of the Company's
Business Plan (described herein), when, and if, implemented.  The Company
believes that its current capital will not be sufficient to 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,

                                    -12-

<PAGE>

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.

     The Company's liquidity and capital resources did not dramatically
change during fiscal year 2000.  On October 1999, in connection with the
Speed Release transaction, the Company sold an option to purchase 40,000
shares of its common stock for which it was paid $40,000.  During the
quarter ended February 29, 2000 the Company received an additional
approximately $36,000 as the result of the sale of additional 75,000 shares
of its common stock.  As a result of its agreements with AMJ, the Company
sold some product during the quarter ended February 29, 2000 and realized
$56,637 in revenue.  However, the Company still lacks the liquidity and
capital resources necessary to implement the Company's Business Plan in any
meaningful manner.  The Company continues to search for financing to
accomplish its plan.

Results of Operations for the years ended August 31, 1998
---------------------------------------------------------
  and 1999
  --------

     Revenues.
     --------

     The Company conducted no revenue-producing activity for the year ended
August 31, 1999 as compared to $16,738 for the year ended August 31, 1998.
The revenue for the year ended August 31, 1998 was derived solely from the
discontinued operations.  Other than spending additional funds paid to AMJ
to assist in inventory financing in connection with agreements with AMJ and
the continuing development and implementation of the Company's Business
Plan, the Company had virtually no operations during the year ended
August 31, 1999.  Without revenue the Company incurred an operating loss for
the year ended August 31, 1999 of ($363,495) compared to ($211,911) for
similar periods of 1998. The operating loss for the year ended August 31,
1999 was primarily due to expensed research and development costs paid to an
affiliate (AMJ) (totaling $250,000), professional fees totaling $75,342
(including $30,000 of imputed expenses or expenses absorbed by a
shareholder), imputed salaries of $25,000, other administrative expenses of
$10,537 and investor relations of $2,616.

     The operating loss in 1998 consisted of $87,114 in professional fees,
bad debts of $69,083, salaries and benefits of $57,031 (imputed salaries
total $50,000), and other administrative expenses of $13,987.

     Additionally there was no loss from discontinued operations in 1999
compared to $17,444 in 1998.

     New Accounting Standards.

     In July 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities",
which establishes accounting and reporting standards for derivative
instruments and hedging activities.  It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and
measure those instruments at fair value.  Management does not believe this
will have a material effect on the operations.  Implementation of this
standard has recently been delayed by the FASB for a 12-month period through
the issuance of SFAS No. 137.  "Accounting for Derivative

                                    -13-

<PAGE>



Instruments and Hedging Activities - deferral of the effective date of FASB
Statement No. 133".  The Company will now adopt SFAS 133 as required for its
first quarterly filing of fiscal year 2001.

                               ITEM 7.

                         FINANCIAL STATEMENTS

Index to Financial Statement.................................22

Report of Independent Certified Public Accountants
  (BDO Seidman, LLP).........................................22

Consolidated balance sheets at August 1999 and 1998..........23

Consolidated statements of loss for the years ended
     August 31, 1999 and 1998................................24

Consolidated statements of capital deficit for
     the years ended August 31, 1999 and 1998................25

Consolidated statements of cash flows for the years ended
     August 31, 1999 and 1998................................26

Notes to consolidated financial statements...................28

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

Albert Miller (70)          Chairman, and Chief
                            Executive Officer

Frank Harrison (63)         Director

George Davis (70)           Director

Joe Nicholson (66)          Director

Jesus H. "Chuy" Muniz (51)  Director and President

Pierre Korsmoe (55)         Advisory Director and
                            principal financial and
                            accounting officer





     Albert Miller has been Chief Executive Officer and Chairman of the
Board of Directors of the Company since January 7, 2000. Prior to that, Mr.
Miller 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 a consultant to AMJ Resources, Inc., which,
together with affiliates, hold a majority of the common stock of the
Company.

     Frank Harrison, Sr. has been a Director of the Company since May 6,
1998.  From 1995 and up until January 7, 2000, 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.

     Jesus H. "Chuy" Muniz has been a Director of the Company since January
7, 2000 and President since January 10, 2000.  Mr. Muniz has been President
and Chief Executive Officer of Assurance Professional Contractors, Inc. in
Pharr, Texas, since January 1997.  From February 1995 through January 1997,
Mr. Muniz served as Southwest Operations, Human Resources and Safety Manager
for Dean Foods and Vegetable Company in Uvalde, Texas.  From May 1, 1994 to
February 23, 1995 he served as Vice-President, Administration for Assurance
Professional Contractors, Incorporated.  Prior to that time, Mr. Muniz was
Human Resources/Safety/Quarry Manager for National Gypsum Company in Rotan,
Texas, Administrative Manager with Anchor West, Inc., in Pecos, Texas and
from January 26, 1973 to August 27, 1990, Human Resources/Employee Relations
Representative with Pennzoil Sulphur Company in Pecos, Texas.  Mr. Muniz
attended Abilene Christian University in 1993 and 1994.

     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 Golden Gate
University at San Francisco, where he received his bachelors degree in
accounting, and where he received his MBA in taxation.  Mr. Korsmoe is a
consultant to AMJ Resources, Inc., with together with affiliates, holds a
majority of the Company's common stock. Mr. Korsmoe resigned from all
positions with the Company on July 31, 2000.

     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.

                                  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 1999 or 1998.  The SEC staff has determined that the historical
statement of operations should reflect all costs of doing business.
Accordingly, officers' salaries for 1999 and 1998 were imputed.  This
expense is reflected in the 1999 statement of operations and also as an
increase to paid-in capital.  As discussed above,

                                    -16-

<PAGE>

salaries and benefits for fiscal 1999 were imputed at $25,000 compared to
$50,000 in fiscal 1998.

                                    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     Percent
      Beneficial Owner  Beneficial Ownership (1)  of Class
     -----------------  ------------------------  ---------

     George Davis           242,000(2)                5.72
     Route 1, Box 41
     Overton, TX 75684

     AMJ Resources        5,536,894(3)               72.19
     Corporation
     2902 D Almaden Expwy.
     San Jose, CA  95125


      (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 3,500,000 shares that may be acquired under a currently
          exercisable warrants.

                                    -17-

<PAGE>

     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.


                                    Amount and Nature of
  Name and Address       Title of        Beneficial         Percent
 of Beneficial Owner      Class          Ownership(1)       of Class
--------------------     --------    -------------------    --------
Ablert Miller             Common           --                  --
1941 Yellowhammer Ave.
McAllen, TX  8504


Frank Harrison            Common        200,000               4.80%
3838 Oak Lawn Ave.
Suite 1000
Dallas, TX 75219

George Davis              Common        242,000(2)            5.72%
Route 1, Box 41
Overton, TX 75684

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

Jesus Muniz               Common           --                  --
3020 Melinda Dr.
Edenburg, TX  78540

All directors and         Common         469,500             11.04%
executive officers 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.


                                    -18-

<PAGE>


                                   ITEM 12
               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
               ----------------------------------------------

     See Item 1, "Description of Business," in this report.

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

(a)  1.   Financial Statements.

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

     2.   Exhibits.
     No.  Description

     3.1*      Articles of Incorporation of the Registrant.

     3.2*      Amendment to the Registrant's Articles of Incorporation
               changing the name of the Registrant from HAS Acquisition
               Company to HAS Oil & Gas, Inc.

     3.3*      Amendment to the Registrant's Articles of Incorporation
               changing the name of the Registrant from HAS Oil & Gas, Inc.
               to Kinlaw Energy Partners Corporation

     3.4*      Amendment to the Registrant's Articles of Incorporation
               changing the name of the Registrant from Kinlaw Energy
               Partners Corporation to Environmental Plus, Inc.

     3.5*      Amendment to the Registrant's Articles of Incorporation
               changing the name of the Registrant to TTI Industries,
               Incorporated and effecting a 1-for-10 reverse stock split of
               the Registrant's Common Stock.

     3.6*      Amendment to Registrant's Articles of Incorporation changing
               the name of the Registrant from Environmental Plus, Inc. to
               TTI Industries, Inc.

     3.7*      Bylaws of Registrant

     4.1*      Form of Common Stock Certificate of Registrant

     10.1*     Stock Purchase Agreement, dated as of January 15, 1998, by
               and among the Registrant, certain of its shareholders and
               Terminator Technologies, Inc.

     10.2**    Option agreement, dated as of January 19, 1999, by and
               between the Registrant and AMJ Resources Corporation.

     10.3**    Amendment to Option Agreement, dated as of October 4, 1999,
               by and between the Registrant and AMJ Resources Corporation.

     10.4**    Stock Purchase and Exchange Agreement, dated as of October 5,
               1999, and among the Registrant, Speed Release Lock Company
               and Steve Bedowitz. (schedules omitted)

                                    -19-

<PAGE>



     21.1*     Subsidiaries of the registrant

     27.1**    Financial Data Schedule

(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.
_________________
* Incorporated by reference from the Company's Form 10-KSB for the period
  ended August 31, 1998.
**Filed herewith.

                                 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/ Albert J. Miller
    -----------------------------            August 31, 2000
   Albert J. Miller, Chief Executive Officer,
   Principal Accounting and Financial Officer
   and Chairman

     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         Director               August 31, 2000
--------------------
George Davis

/s/ Frank Harrison       Director               August 31, 2000
--------------------
Frank Harrison

/s/ Joe Nicholson        Director               August 31, 2000
--------------------
Joe Nicholson

/s/ Jesus H. Muniz       Director               August 31, 2000
--------------------
Jesus H. "Chuy" Muniz


                                    -20-

<PAGE>



                        Index to Financial Statements


Index to Financial Statements................................21

Report of Independent Certified Public Accountants
  (BDO Seidman, LLP).........................................22

Consolidated balance sheets at August 1999 and 1998..........23

Consolidated statements of loss for the years ended
     August 31, 1999 and 1998................................24

Consolidated statements of capital deficit for
     the years ended August 31, 1999 and 1998................25

Consolidated statements of cash flows for the years ended
     August 31, 1999 and 1998................................26

Notes to consolidated financial statements...................28

                                    -21-

<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, 1999 and 1998 and the related consolidated
statements of loss, 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, 1999 and 1998, 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 9 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 9.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                   /s/ BDO Seidman
                                   BDO Seidman, LLP
Dallas, Texas
January 31, 2000

                                    -22-
<PAGE>

                                     TTI Industries, Incorporated
                                 (F/k/A Environmental Plus, Inc.)
                                                 and Subsidiaries
                             Consolidated Balance Sheets (Note 1)



August 31,                                  1999         1998
--------------------------------------- -----------  -------------


Assets


Current
  Cash                                   $     166      $      12
------------------------------------------------------------------
Total current assets                           166             12
------------------------------------------------------------------
Other intangibles                            5,000              -

------------------------------------------------------------------
                                         $   5,166      $      12
==================================================================
Liabilities and Capital Deficit


Current liabilities
  Accounts payable and accrued
    expenses                             $  47,477      $  17,848
  Notes payable and due to related
    party                                    7,400          5,000
------------------------------------------------------------------
Total current liabilities                   54,877         22,848
------------------------------------------------------------------

Commitments and contingencies
------------------------------------------------------------------
Capital deficit
  Preferred stock, (100,000,000
     authorized; $1.00 par, 2,950 and
     -0- shares issued and outstanding
     at August 31, 1999
     and August 31, 1998, respectively)      2,950              -
  Common stock, (100,000,000 shares
     authorized, $0.01 par,
     4,073,401 shares and 4,032,914
     issued and outstanding,
     at December 31, 1999 and 1998,         42,128         40,328
     respectively)
  Additional paid-in capital Deficit     1,342,928      1,011,058
  Deficit                               (1,437,717)    (1,074,222)
------------------------------------------------------------------
Total capital deficit                      (49,711)       (22,836)
------------------------------------------------------------------
                                         $   5,166     $       12
==================================================================
See accompanying summary of accounting policies and notes to
consolidated financial statements.

                                    -23-

<PAGE>







                                TTI Industries, Incorporated
                            (F/k/A Environmental Plus, Inc.)
                                            and Subsidiaries
                        Consolidated Balance Sheets (Note 1)




Years ended August 31,                    1999       1998
--------------------------------------  ---------   --------

Revenue:
  Sales                                  $     -    $ 2,593
  Other                                        -     14,145
------------------------------------------------------------
Total                                          -     16,738
------------------------------------------------------------
                                               -      1,434
Cost of Sales
------------------------------------------------------------
General and Administrative:
  Research and development costs,
   paid to affiliate                     250,000          -
  Professional fees                       75,342     87,114
  Bad debts                                    -     69,083
  Salaries and benefits                   25,000     57,031
  Other administrative expenses           10,537     13,987
  Investor relations                       2,616          -
------------------------------------------------------------
Total General and Administrative         363,495    227,215
------------------------------------------------------------
Loss from Continuing Operations         (363,495)  (211,911)

------------------------------------------------------------
Loss from Discontinued Operations
  (Note 1)                                     -    (17,744)
------------------------------------------------------------
Net Loss                                (363,495)  (229,655)

------------------------------------------------------------
Per Share Data Basic and Diluted
   (Note 1):
  Loss from continuing operations           (.09)      (.05)
  Loss from discontinued operations            -       (.01)
  Net loss per share                        (.09)      (.06)
  Weighted average shares outstanding  4,065,401  4,032,914
===========================================================

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

                                    -24-
<PAGE>

<TABLE>


                                                    TTI Industries, Incorporated
                                                (F/K/A Environmental Plus, Inc.)
                                                                and Subsidiaries
                                              Consolidated Statements of Capital
                                                                         Deficit
                                            Years Ended August 31, 1999 and 1998
                                                                        (Note 1)


                         Preferred Stock        Common Stock                                Total
                         $1.00 Par Value       $.01 Par Value   Additional               Stockholders'
                        ------------------    ----------------    Paid-In                    Equity
                        Shares      Amount    Shares    Amount    Capital     Deficit   (Capital Deficit)
=========================================================================================================
<S>                    <C>       <C>        <C>       <C>      <C>         <C>              <C>

                       $ 724,184 $ 466,600  4,032,914 $ 40,328 $  644,084   $  (844,567)    $  306,445
Balance, August 31,
 1997
  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 3)             -         -          -        -     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)

                               -         -  4,032,914   40,328  1,011,058    (1,074,222)       (22,836)
Balance, August 31, 1998
  Imputed officer
   salary and expenses         -         -          -        -     55,000             -         55,000
  Net loss                     -         -          -        -          -      (363,495)      (363,495)
  Issuance of preferred
   stock                   2,950     2,950          -        -    276,870             -        276,870
  Issuance of common
   stock                       -         -     36,000    1,800          -             -          1,800

Balance, August 31, 1999   2,950     2,950  4,068,914   42,128  1,342,928    (1,437,717)       (49,711)

=======================================================================================================
</TABLE>

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

                              -25-
<PAGE>

                                    TTI Industries, Incorporated
                                (F/k/A Environmental Plus, Inc.)
                                                and Subsidiaries
                            Consolidated Balance Sheets (Note 1)


                   Increase (Decrease) in Cash

Years ended August 31,                        1999         1998
-----------------------------------------------------------------
Cash Flows from Continuing Operating
  Activities:
  Loss from operations                     $(363,495)  $(229,655)
  Adjustments to reconcile loss from
   operations to
     Cash used in operating activities:
       Loss from discontinued operations           -      17,744
       Imputed officers' salaries and
         expenses                             55,000      50,000
       Reserve for bad debts                       -      69,083
       Change in assets and liabilities:
          Accounts receivable - trade              -       9,585
          Due to related party                 2,400           -
          Note receivable                          -      45,186
          Inventory                                -         218
          Other assets                             -      (4,707)
          Accounts payable and accrued
           expenses                            29,617    (11,235)
------------------------------------------------------------------
Net cash flows used in operating
 activities of continuing operations         (276,478)   (53,781)
------------------------------------------------------------------
Cash Flows from Continuing Investing
  Activities:
  Shareholder contributions to capital              -      30,492
  Investment in subsidiaries                   (5,000)          -
------------------------------------------------------------------
Net cash flows (used in) provided by
  investing activities                         (5,000)     30,492
------------------------------------------------------------------
Cash Flows from Continuing Financing
  Activities:
  Retirement of debt                                -     (36,779)
  Sale of stock and warrants                  281,632      20,000
  Proceeds from notes payable - affiliate           -       5,000
------------------------------------------------------------------
Net cash flows provided by (used in)
  financing activities                        281,632     (11,779)
-------------------------------------------------------------------

                              -26-


<PAGE>
                                     TTI Industries, Incorporated
                                 (F/k/A Environmental Plus, Inc.)
                                                 and Subsidiaries
                             Consolidated Balance Sheets (Note 1)


                   Increase (Decrease) in Cash

Years ended August 31,                           1999        1998
--------------------------------------------------------------------
Discontinued Operations:
  Net cash provided by operating activities         -      21,437
  Net cash used in investing activities             -      (2,618)
  Net cash used in financing activities             -      (2,965)
--------------------------------------------------------------------

Net cash provided by discontinued operations        -      15,854
--------------------------------------------------------------------

Increase (decrease) in cash                       154     (19,214)
Cash, beginning of year                            12      19,226
--------------------------------------------------------------------
Cash, ending of year                           $  166    $     12

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

     Retirement of preferred shares            $    -    $466,600
====================================================================

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

                              -27-




<PAGE>

                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements

====================================================================
1. Summary of
   Accounting
   Policies

   Nature of       The accompanying consolidated financial
   Business,       statements include the accounts of TTI
   Discontinued    Industries, Inc. (F/K/A Environmental Plus,
   Operations and  Inc.) and its formerly wholly-owned
   Basis of        subsidiaries Fire Zap, Inc. and Gulf Coast
   Presentation    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. (EPI), a Texas
                   Corporation, and was primarily in the
                   business of construction and repair of
                   industrial cooling towers.  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.


   Discontinued    Just prior to and as a condition of the
   Operations      Agreement, the Company sold its wholly-owned
                   subsidiaries, Fire Zap, Inc. and Gulf Coast
                   Towers, Inc. to individuals/shareholders
                   from whom the Company originally purchased
                   them in 1996.  According to the provisions
                   of


                              -28-

<PAGE>


                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================

                   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 retired 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,         1999      1998
                  ---------------------------------------------
                  Revenues                     $    -  $ 18,301
                  (Loss) from discontinued
                    operations                      -   (17,744)


 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.

 Revenue           Service and sales revenue are recognized
 Recognition       when services are rendered and products
                   are shipped.

Reclassifications  Certain consolidated financial statement
                   amounts were reclassified from the
                   previously reported financial statements
                   in order to conform with current
                   presentation.

                              -29-


<PAGE>


                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================

   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    For purposes of the consolidated statements
   Equivalents      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     Basic EPS is computed by dividing net
   Share            income (loss) available for common
                    shareholders, as well as other applicable
                    items in the Consolidated Statement of
                    Loss, by the weighted average number of
                    common shares outstanding during the
                    respective periods.  Diluted EPS gives
                    effect to potential common shares
                    outstanding during the respective periods
                    and related adjustments to net income
                    (loss) available for common shareholders
                    and other reportable items as applicable.

                    No potential common shares shall be
                    included in the computation of any diluted
                    per share amount when a loss from
                    continuing operations exists, even if the
                    entity reports net income.  Accordingly,
                    earnings per share assuming dilution on the
                    face of the income statement reflects the
                    same earnings per share and weighted
                    average shares outstanding as for the basic
                    EPS.

   Fair Value of    Statement of Financial Accounting Standards
   Financial        No. 107, "Disclosures about Fair Value of
   Instruments      Financial Instruments, "requires that the
                    Company disclose the estimated fair values
                    for its financial


                              -30-


<PAGE>


                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================


                    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 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   In July 1998, the Financial Accounting
   Standards        Standards Board (FASB) issued SFAS No. 133
                    "Accounting for Derivative Instruments and
                    Hedging Activities.", which establishes
                    accounting and reporting standards for
                    derivative instruments and hedging
                    activities.  It requires that an entity
                    recognize all derivatives as either assets
                    or liabilities in the balance sheet and
                    measure those instruments at fair value.
                    Management does not believe this will have
                    a material effect on the operations.
                    Implementation of this standard has
                    recently been delayed by the FASB for a 12-
                    month period through the issuance of SFAS
                    No. 137.  "Accounting for Derivative
                    Instruments and Hedging Activities -
                    deferral of the effective date of FASB
                    Statement No. 133".  The Company will now
                    adopt SFAS 133 as required for its first
                    quarterly filing of fiscal year 2001.

2. Notes Payable    Notes payable and due to related parties
   and due to       consist of $7,400 and $5,000 due AMJ at
   Related Parties  August 31, 1999 and 1998, respectively.


3. Transactions     As part of the Agreement, TTI, AMJ and
   with Related     their respective assigns became the new
   Parties and      control group through the purchase of the
   Subsequent       majority shares of EPI and it's various
   Events           shareholders.  In fiscal 1998, no
                    transaction occurred between the new
                    control group and the Company, except for a
                    $5,000 advance.  During 1999, the Company
                    paid $250,000 to an affiliate for research
                    and development costs related to TTI's
                    expected products.

                              -31-

<PAGE>

                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================

                    During 1999 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 1999 and 1998.  The SEC
                    staff has determined that the historical
                    statement of operations should reflect all
                    costs of doing business.  Accordingly,
                    officers' salaries for 1999 and 1998 were
                    imputed. This expense is reflected in the
                    1999 and 1998 statements of loss with an
                    increase to paid-in capital.  In addition,
                    certain other operating expenses absorbed
                    by related parties were charged to expense
                    and credited to additional paid in capital
                    or accrued expenses to be reimbursed.


   Option Agreement In connection with the Business Plan, on
   with AMJ         January 19, 1999 the Company entered into
                    an agreement (the "Option Agreement") with
                    AMJ 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 separate
                    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 amended the Option Agreement to
                    eliminate the condition of subsequent
                    pricing and to lengthen the terms of the
                    agreement to the life of existing and
                    pending patents and to provide for the
                    Company's reimbursement of AMJ's actual
                    costs for the development of the products.
                    On January 7, 2000, AMJ agreed to eliminate
                    and cancel the reimbursement provision of
                    the Option Agreement.

                    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, or
                    that the Option Agreement will have any
                    ultimate realizable value to the Company.

                              -32-

<PAGE>

                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
 ===============================================================


   Assignment by    Additionally, in connection with the
   AMJ              Business Plan, on January 19, 1999 AMJ and
                    the Company entered into an Assignment
                    Agreement (the "Assignment") which was also
                    amended on October 4, 1999.  Pursuant to
                    the Assignment, among other things, AMJ
                    assigned to the Company all of AMJ's rights
                    under a license agreement dated July 16,
                    1998 between AMJ and Terminator Turtle TM
                    L.P. ("TTLP") (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, among other things,
                    (i) TTLP, assigned its rights to certain
                    products to the Company, (ii) the Company
                    was granted until December 31, 2009,
                    exclusive worldwide use of the patent
                    relating to certain products, and (iii) the
                    Company was granted the right to
                    manufacture, market, sell and distribute
                    these products, all in exchange for a
                    royalty payable to TTLP equal to 5% of all
                    related sales, but in no event less than
                    $100,000.  On October 4, 1999 the Company
                    and AMJ amended the Assignment so that (a)
                    AMJ would receive a cashless warrant to
                    acquire 2,000,000 shares of the Company's
                    common stock exercisable 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 these products
                    or that the Assignment will have any
                    ultimate realizable value to the Company or
                    will result in any revenue or income to the
                    Company.

                                    -33-


<PAGE>

                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================


                    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,
                    purchase 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's investment in
                    Speed Release will be accounted for using
                    the cost method and shall be valued at a
                    future date.

                    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.

                                  -34-

<PAGE>

                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================

4. Income Taxes     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.  During fiscal
                    1996 and 1998 there were two separate
                    significant changes in ownership which
                    limit the availability of the net operating
                    losses.  The extent of the limitation has
                    not been determined.

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

                                             1999        1998
                    --------------------------------------------
                    Deferred tax asset     $ 293,000   $ 169,000
                    Less valuation
                      allowance             (293,000)   (169,000)
                    --------------------------------------------

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

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

                                             1999        1998
                  ----------------------------------------------
                  Balance, beginning of
                    year                   $   169,000 $  91,000
                  Current year net
                    operating loss             124,000    78,000
                  ----------------------------------------------

                  Balance, end of year     $   293,000 $ 169,000
                  ==============================================

                              -35-
<PAGE>

                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements

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

5. Preferred       Prior to the Agreement, as further discussed
   Stock           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.

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

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

8. Supplemental    During the year ending August 31, 1999 and
   Cash Flow       1998 there was no cash paid for interest or
   Information     income taxes, and $862 paid for Texas
                   franchise taxes.

9. Going Concern   The accompanying consolidated financial
   and Subsequent  statements have been prepared assuming the
   Events          Company will continue as a going concern.
                   As discussed in Note 1 to the financial
                   statements and below, the Company
                   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 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.



                              -36-

<PAGE>
                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================

                   Since May 1998, Management developed 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 1999 and
                   1998.  The Company plans to operate as a
                   holding company for certain subsidiaries.
                   One subsidiary, Terminator Technologies,
                   Inc., was formed as a manufacturing and
                   marketing subsidiary and TermTex Corporation
                   was formed as a research and development
                   subsidiary. In January 1999, the Company
                   concluded the purchase of the two subsidiary
                   companies, Terminator Technologies, Inc. and
                   Term Tex Corporation from AMJ, 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
                   Company's primary focus in the retail market
                   will be the production and sale of a series
                   of pest control products for the 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.

                   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.

                              -37-

<PAGE>

                                    TTI Industries, Incorporated
                                (F/K/A Environmental Plus, Inc.)
                                                and Subsidiaries
                      Notes to Consolidated Financial Statements
================================================================


                   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 fiscal 2000 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.

                   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.


                              -38-