<PAGE> 1
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 MAY 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 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)
(formerly Kinlaw Energy Partners Corporation)
TEXAS 75-1939021
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2995 LBJ FREEWAY, SUITE 200, DALLAS TEXAS 75234
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(214) 481-1211
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(Registrant's telephone number, including area code)
Kinlaw Energy Partners Corporation, 5853 Kensington, Plano, Texas 75093
- --------------------------------------------------------------------------------
(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:
38,760,285 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> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
ENVIRONMENTAL PLUS, INCORPORATED
F/K/A KINLAW ENERGY PARTNERS CORPORATION
FINANCIAL STATEMENTS
MAY 31, 1996
<PAGE> 3
ENVIRONMENTAL PLUS, INCORPORATED
F/K/A KINLAW ENERGY PARTNERS CORPORATION
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
May 31, 1996
(unaudited) August 31, 1995
------------ ---------------
<S> <C> <C>
Cash $ - $ -
============ =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable, trade $ 3,753 $ 10,336
Accrued liabilities 3,082 5,023
------------ -------------
6,835 15,359
Stockholders' deficit:
Common stock 37,736 37,735
Capital in excess of par 550,755 543,256
value
Deficit (595,326) (595,929)
------------ -------------
Total Deficit (6,835) (14,938)
------------ -------------
</TABLE>
<PAGE> 4
ENVIRONMENTAL PLUS, INCORPORATED
F/K/A KINLAW ENERGY PARTNERS CORPORATION
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------------
May 31, 1996 May 31, 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ 603 $ (36,463)
Noncash revenues and expenses included in
net income (loss)
Depreciation, depletion and amortization - 1,695
Net increase in accounts payable and accrued (8,524) (1,550)
----------- ----------
liabilities
Cash used by operating activities (7,921) (36,318)
Cash flows from financing activities: 7,500 -
----------- ----------
Proceeds from issuance of common stock
Net increase (decrease) in cash (421) (36,318)
Cash at beginning of period 421 36,888
----------- ----------
Cash at end of period $ - $ 570
----------- ----------
</TABLE>
<PAGE> 5
ENVIRONMENTAL PLUS, INCORPORATED
F/K/A KINLAW ENERGY PARTNERS CORPORATION
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended
May 31, 1996 May 31, 1995
------------ ------------
<S> <C> <C>
Revenue $ - $ 135,430
Operating expenses:
Depreciation, depletion and amortization 1,695
Salary and benefits 158,577
General and administrative expenses 4,000 11,621
------------- ------------
Total operating expenses 4,000 171,893
OPERATING INCOME (LOSS) (4,000) (36,463)
Other income 4,603 -
INCOME (LOSS) BEFORE FEDERAL INCOME TAX 603 (36,463)
Provision for federal income taxes - -
NET INCOME (LOSS) $ 603 $ (36,463)
------------- ------------
INCOME (LOSS) PER SHARE $ - $ -
============= ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 38,247,785 37,735,285
============= ============
</TABLE>
<PAGE> 6
ENVIRONMENTAL PLUS, INCORPORATED
F/K/A KINLAW ENERGY PARTNERS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(MAY 31, 1996)
(UNAUDITED)
1. Statement by Management Concerning Interim Financial Information
The financial information for May 31, 1996 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, 1995 Annual Report on Form 10-K.
<PAGE> 7
Item 2. Management's Discussion and Analysis or Plan of Operation:
GENERAL
Effective June, 1995, the Company ceased operations when the sole
recipient of its consulting services ceased business.
Further analysis of the Company's operating results are not material
to an understanding of the Company's business due to its cessation of business
and change of management.
In November 1995, the Company's majority stockholder sold its shares
comprising 90.1% of the issued and outstanding common stock of the Company to
Environmental Plus Incorporated, which subsequently changed its name to JD- GD.
Effective March 12, 1996, Messrs. George Davis and J. D. Davenport were elected
as directors of the Company to fill existing vacancies. Additionally, on March
12, 1996, the directors elected Mr. Davis as President, Secretary and Treasurer
of the Company, Mr. J. D. Davenport as Vice President and Mr. Jim Harris as
Vice President and Chief Financial Officer. On April 24, 1996, Mr. Harris
resigned as a director of the Company.
On May 23, 1996, at a duly convened Special Meeting of Shareholders of
the Company, the shareholders voted to amend the Company's Articles of
Incorporation to (1) change the name of the Company to Environmental Plus,
Inc., and (2) to authorize the issuance of preferred stock which may be
issuable at such times and in such amounts and containing such rights,
preferences and designations which the Board of Directors may determine from
time to time. Additionally, the shareholders elected Mr. J. D. Davenport, Mr.
George Davis and Mr. Charles I. White as directors of the Company. Effective
July 11, 1996, the Company changed its name from Kinlaw Energy Partners
Corporation to "Environmental Plus, Inc." In addition, on or about July 22,
1996, the Company's trading symbol on the NASDAQ OTC Bulletin Board was changed
to "ENVP."
On May 23, 1996, the Board of Directors elected J. D. Davenport
President of the Company, George Davis Chairman, Secretary and Treasurer of the
Company, and Charles I. White Vice President of the Company. The directors
were also authorized to interview prospective certified public accountant
auditors to perform all required auditing, tax and audit work for the 1996
fiscal year. Additionally, on May 23, 1996, the directors voted to form a
subsidiary for the Company under the name of Gulf Coast Towers, Inc.
On July 22, 1996, by consent of the Board of Directors without a
meeting, the Company engaged BDO Seidman as the new independent auditors for
the Company on a consolidated basis.
The Company has no material commitments for capital expenditures as of
the end of its latest fiscal period. Moreover, the Company has no known source
for capital resources at the present time. The Company intends to continue its
efforts to engage in a merger or acquisition with another company. As of its
latest fiscal period, no merger, acquisition or business combination had been
finalized.
Effective July 1996, the Company acquired substantially all the assets
of Gulf Coast Cooling Tower Service, Inc. ("Gulf Coast") from the Company's
director and Secretary, George Davis. Mr. Davis abstained from voting as a
director of the Company in the transaction. The value of the assets according
to the agreement between the parties is approximately $574,000. The
acquisition resulted in the continuation of the business underlying the assets
(through the Company's subsidiary, Gulf Coast Towers, Inc.), which is the
construction and repair of industrial cooling towers primarily in Texas,
Louisiana and Arkansas for electric utility companies, and related consulting
services.
The purchase price for the assets was 574,000 shares of the Company's
subsidiary's preferred stock, par value $1.00 per share, convertible on a
one-for-one basis into the Company's common stock.
The audited financial statements of Gulf Coast reflect, as of December
31, 1995, total assets of approximately $625,000, stockholders' equity of
approximately $500,000, sales of $261,267 with a gross profit of $52,697 and a
net loss before income taxes of ($36,973). As of May 31, 1996, unaudited
statements of Gulf Coast reflect total assets of approximately $589,000,
stockholders' equity of approximately $436,000, sales of $28,100 with a gross
loss of ($11,152) and a net loss before income taxes of ($35,776).
<PAGE> 8
The Company has no material commitments for capital expenditures as of
the end of its latest fiscal period.
PART II
No "other" information required.
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
August 6, 1996
/s/ J. D. DAVENPORT
-----------------------------------
J. D. Davenport, President
<PAGE> 9
EXHIBIT INDEX
Exhibit Description
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-START> SEP-01-1995
<PERIOD-END> MAY-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 6,835
<BONDS> 0
<COMMON> (37,736)
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> (595,326)
<SALES> 0
<TOTAL-REVENUES> 603
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 603
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 603
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
