SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-QSB
(Mark One)

     [ X ]          QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                    QUARTERLY PERIOD ENDED NOVEMBER 30, 1997.

     [   ]          TRANSITION REPORT PURSUANT TO SECTIONS 13 OR
                    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE TRANSITION PERIOD FROM _____________
                    TO _____________.

Commission File Number:  0-13041
                         -------

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


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


Route 1, Box 41, Overton, Texas                          75684
-----------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)


                         (903)  834-6965
-----------------------------------------------------------------
      (Registrant's telephone number, including area code)


-----------------------------------------------------------------
                (Former name, former address and
        former fiscal year, if changed since last report)


     Check whether the issuer (1) filed all reports required to be
filed by Sections 13 or 15(d) of the Securities Exchange Act during
the preceding 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  [ X ]          No   [   ]

              APPLICABLE ONLY TO CORPORATE ISSUERS:

         40,371,873 shares of Common Stock, no par value
-----------------------------------------------------------------
    (The number of shares outstanding of each of the issuer's
    classes of common stock, as of the last practicable date)

<PAGE>

                 PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements:


               ENVIRONMENTAL PLUS, INCORPORATED
                      AND SUBSIDIARIES
            Consolidated Balance Sheets (Unaudited)
             November 30, 1997 and August 31, 1997

<TABLE>
<CAPTION>
                                                    November 30,        August 31,
                                                       1997                1997
-----------------------------------------------------------------------------------
<S>                                                <C>                 <C>
ASSETS
CURRENT
   Cash                                             $   2,556           $  19,226
   Accounts receivable - trade                         19,578              12,880
   Note receivable                                     29,412              55,210
   Inventory                                           53,375              53,128
   Other                                                5,835               9,495
                                                    ---------            --------
Total current assets                                  110,756             149,939

NOTE RECEIVABLE                                       179,455             195,184

PROPERTY, PLANT AND EQUIPMENT - NET                   132,847             136,059
OTHER
   Goodwill and organization costs- net                    --                  --
                                                    ---------           ---------
                                                    $ 423,058           $ 481,182
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                 $  47,527              71,083
   Accrued expenses                                     4,870               5,605
   Line of credit and term notes                       57,902              60,240
   Notes payable and due to related parties            18,487              37,809
                                                    ---------           ---------
Total Current Liabilities                           $ 128,786           $ 174,737

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Preferred stock, (100,000,000 authorized;
     $1.00 par, 1,024,000 shares issued and 
     outstanding, respectively)                      466,600              466,600
   Common stock (100,000,000 shares
     authorized, $.001 par, 40,329,136 
     shares issued and outstanding)                   40,328               40,328
   Paid-in Capital                                   644,084              644,084
   Accumulated deficit                              (856,740)            (844,567)
                                                   ---------            ---------
   Total Stockholders' Equity                        294,272              306,445
                                                   ---------            ---------
                                                   $ 423,058              481,182
                                                   =========            =========

</TABLE>

<PAGE>

                 ENVIRONMENTAL PLUS, INCORPORATED
                        AND SUBSIDIARIES
               Consolidated Statements of Operations


<TABLE>
<CAPTION>
Three months ended November 30,                         1997                1996
-----------------------------------------------------------------------------------
<S>                                                <C>                 <C>

REVENUES:
   Sales                                           $   17,703          $  221,753
   Interest                                             8,568               7,500
                                                   ----------          ----------
Total                                                  26,271             229,253

COST OF SALES                                          10,522             210,476

GENERAL AND ADMINISTRATIVE
   Depreciation and amortization                        3,213               4,484
   Payroll taxes                                          338                  --
   Interest and bank charges                            2,822               1,023
   Supplies                                               187                 604
   Professional fees                                    3,560                 900
   Taxes and licenses                                     530                 237
   Utilities and telephone                              1,192               1,375
   Salaries and benefits                               10,806              37,500
   Travel                                                 650                 683
   Insurance                                            3,855                  --
   Other Administrative Expenses                          769                 900
                                                   ----------           ---------
Total General and Administrative                       27,922              47,706

NET INCOME (LOSS) BEFORE INCOME TAXES
  AND EXTRAORDINARY ITEM                              (12,173)            (28,929)

INCOME TAXES                                               --                  --

NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM           (12,173)            (28,929)

EXTRAORDINARY ITEM - FORGIVENESS OF DEBT                   --                  --

NET INCOME (LOSS)                                     (12,173)            (28,929)

PER SHARE DATA:
   Net income (loss) per share                             --                  --
   Weighted Average shares outstanding             40,329,136          40,329,136

</TABLE>

<PAGE>

                   ENVIRONMENTAL PLUS, INCORPORATED
                          AND SUBSIDIARIES
                Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

Three Months ended November 30,                         1997                 1996   
-------------------------------------------------------------------------------------
<S>                                                <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Income (loss) from operations                   $ (12,173)          $  (28,929)
   Adjustments to reconcile income (loss)
     from operations to cash provided by
     (used in) operating activities:
     Depreciation and amortization                     3,213                4,484
     Imputed officers' salaries                           --               37,500
     Change in assets and liabilities:
       Increase in accounts receivable - trade        (6,698)            (198,865)
       (Increase) decrease in inventory                  247               43,256
       Decrease in other assets                        3,660                2,500
       Increase (Decrease) in accounts payable
         and accrued expenses                        (24,291)             139,932
                                                   ---------            ---------
Net cash flows used in operating activities          (36,536)                (123)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of capital assets                             --                   --

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from line of credit and 
    notes payable                                         --                   --
   Retirement of debt                                (21,660)                  --
   Collection of note receivable                      41,526                   --
   Loan on note receivable                                --                   --

Net cash flows provided by financing activities       19,866                   --

Increase (Decrease) in Cash                          (16,670)                (123)
Cash, beginning of period                             19,226               10,561
                                                   ---------            ---------
Cash, end of period                                $   2,556            $  10,438

</TABLE>

<PAGE>

                ENVIRONMENTAL PLUS, INCORPORATED
                       AND SUBSIDIARIES
                 Notes to Financial Statements
                      November 30, 1997
-------------------------------------------------------------------------


NOTE 1 - STATEMENT BY MANAGEMENT CONCERNING INTERIM FINANCIAL
         INFORMATION

The financial information for November 30, 1997, included 
herein is unaudited and does not include all information and 
footnotes required by generally accepted accounting principles 
for complete financial statements; however, such information 
reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, 
necessary to a fair statement of the results for the interim 
period.  It is suggested, however, that the accompanying 
financial statements be read in conjunction with the financial 
statements and notes thereto incorporated by reference in the 
Company's August 31, 1997 Annual Report on Form 10-K.

NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

During the three months ended November 30, 1997, the Company used cash
to pay interest expense in the amount of $794.  No cash was paid for
income taxes.


<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF 
          OPERATIONS:

GENERAL
-------

     The Company's results of operations for the quarter ended
November 30, 1997 were significantly affected by the Company's
acquisition in July, 1996 of substantially all of the assets of
Gulf Coast Cooling Tower Services, Inc. ("GCCST"), a company 
engaged in the industrial cooling tower services business.  
Virtually all of the Company's revenues for the quarter ended 
November 30, 1997 were derived from operations resulting from 
the GCCST acquisition.

     Gulf Coast Cooling Towers, Inc., a wholly owned subsidiary 
of the Company ("GCCT"), undertakes the Company's business of 
construction and repair of industrial cooling towers, primarily 
in Texas, Louisiana and Arkansas.  GCCT has entered into a 
maintenance contract with a Texas public utility company which 
contract continued through December 31, 1997.  This contract 
did not provide sufficient revenue to GCCT during the quarter 
ended November 30, 1997 to service all debt and pay all expenses 
related to GCCT's business.  GCCT is engaged in active bidding 
for similar contracts with other utility and petro chemical 
companies.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The Company's working capital deficit at November 30, 1997 
was $(18,030) compared to a working capital deficit of $(24,798)
at August 31, 1997.  Cash and cash equivalent decreased to 
$2,556 at November 30, 1997, compared to $19,226 at August 31, 
1997.  The decrease in cash and cash equivalents was the result 
of the decrease in revenues and a reduction in trade accounts
payable during the quarter ended November 30, 1997.  During the 
quarter ended November 30, 1997, cash was used to fund normal 
working capital requirements, including efforts to market GCCT 
business.  The trade accounts receivable at November 30, 1997 
was $19,578 compared to $12,880 at August 31, 1997.

     The Company's inventory levels remained relatively constant
at $53,375 and $53,128 as of November 30, 1997 and August 31, 
1997, respectively.

     Trade accounts payable at November 30, 1997 decreased to
$47,527 from $71,083 at August 31, 1997 as a result of decreased 
sales and payments made during the quarter.

     The Company made no capital acquisitions or improvement 
expenditures during the three month period ended November 30, 
1997.  While the Company is not anticipating any capital 
expenditures over the next three quarters with respect to its
present operations, any funding for unexpected capital 
expenditures or improvements will be paid from cash flows 
generated through operating activities or additional sources
of financing, if available.  See "Subsequent Event."

     No significant disposition of equipment occurred during the 
three month period ended November 30, 1997 and none is planned 
during the next three month period.

     Based upon current operations and internally generated cash 
flows, management believes that adequate resources will be 
available to meet current and future requirements.

<PAGE>

RESULTS OF OPERATIONS
---------------------

     As discussed above, GCCT has utilized the assets acquired 
from GCCST to continue the Company's business.  GCCT generated 
revenues during the quarter ended November 30, 1997 pursuant to 
the maintenance contract with a Texas public utility company. 
As discussed above, the maintenance contract continued through 
December 31, 1997.  

     FZI experienced some activity in the quarter ended November 
30, 1997, but contributed virtually no income towards the 
Company's revenues for the quarter.

     Revenue from sales and other sources for the quarter ended
November 30, 1997 was $17,703 and $8,568 respectively, compared 
to $221,753 and $7,500 in the first quarter of fiscal 1997.  The 
decrease in sales revenue reflects a decline in the business
operations of GCCT.

     The costs of sales for the quarter ended November 30, 1997 
was $10,522 as compared to $210,476 during the first quarter of 
fiscal 1997.   The decrease in costs of sales is attributable to
the decrease in revenues during such periods.


     During 1996, the officers of the Company determined that 
they would not take a salary until cash flow from operations 
permitted them to pay each of the three officers $50,000.  
Salaries and benefits for the quarter ended November 30, 1997 
was $10,806 as compared to an imputed $37,500 for the three 
months ended November 30, 1996. The SEC staff has determined 
that the historical statement of operations should reflect all 
costs of doing business. Accordingly, officers' salaries for 
1996 were imputed based on the actual number of months in 
operation in 1996. No officers' salaries were paid during the 
quarter ended November 30, 1997.

     General and Administrative expenses, which includes 
salaries and benefits discussed above, decreased during the 
quarter ended November 30, 1997 to $27,922 from $47,706 
during the quarter ended November 30, 1996.  This decrease is 
attributable to decreased sales activities during such periods.

     The Company has no material commitments for capital
expenditures as of the end of its latest fiscal period.  As 
further discussed below, the Company intends to change the
focus of its operations.

<PAGE>

SUBSEQUENT EVENT
----------------

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

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

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

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

     A copy of the Agreement between TTI, the Company and
certain of its shareholders has been filed with the Company's
Annual Report on Form 10-KSB and is specifically incorporated
herein by reference.

<PAGE>

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
----------------------------------------------------

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

YEAR 2000 COMPLIANCE
--------------------

     The Company is aware of the issues associated with the 
programming code in existing computer systems and software as
the millennium (year 2000) approaches.  The Company intends 
to address problems with the "year 2000" issue during the
fiscal year ending August 31, 1998.  Management has not yet 
assessed the "year 2000" compliance expense and related 
potential effect on the Company's earnings.





<PAGE>


                             PART II
Items 1. - 5.

     No "other" information required.

Item 6. Exhibits and Reports on Form 8-K.

       (a)  Exhibits

            27.1    Financial Data Schedule (filed herewith)


       (b)  Reports on Form 8-K.

            No Reports on Form 8-K were filed by the Company during 
            the quarter ended November 30, 1997.

<PAGE>


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                              ENVIRONMENTAL PLUS, INCORPORATED



March 10, 1998                /s/ GEORGE DAVIS
                              ------------------------------------
                              George Davis, Chairman of the Board
                              of Directors