SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
ENVIRONMENTAL PLUS, INCORPORATED
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
29406A 10 6
-----------
(CUSIP Number)
Joel Held, Esq.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201 (214) 761-4407
--------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 1997
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this
Statement. [ ] (A fee is not required only if the Reporting
Person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent (5%) of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
(5%) of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE>
CUSIP No. 29406A 10 6 AMENDED AND RESTATED 13D
(1) Name of Reporting Person J.D. Davenport
S.S. No. of Above Person
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
(3) SEC Use Only
(4) Source of Funds* 00<FN1>
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization U.S.A.
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 11,652,500
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 11,652,500
Power
(11) Aggregate Amount Beneficially Owned 11,652,500
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 30%
Amount in Row (11)
- ------------------
<FN1> The Reporting Person acquired the shares described herein
in exchange for other securities held by such Reporting
Person. See Item 2.
<PAGE>
CUSIP No. 29406A 10 6 AMENDED AND RESTATED 13D
(14) Type of Reporting Person* IN
* SEE INSTRUCTIONS
<PAGE>
CUSIP No. 29406A 10 6 AMENDED AND RESTATED 13D
(1) Name of Reporting Person Northport Management Group, Inc.
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
(3) SEC Use Only
(4) Source of Funds* 00<FN1>
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 11,652,500
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 11,652,500
Power
(11) Aggregate Amount Beneficially Owned 11,652,500
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 30%
Amount in Row (11)
- ---------------------
<FN1> The Reporting Person acquired the shares described herein
in exchange for the original issuance of its securities.
See Item 2.
<PAGE>
CUSIP No. 29406A 10 6 AMENDED AND RESTATED 13D
(14) Type of Reporting Person* CO
* SEE INSTRUCTIONS
AMENDMENT NO. 1
TO
SCHEDULE 13D
------------
Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
This Amendment to Statement on Schedule 13D relating to the
common stock of Environmental Plus, Incorporated amends and
supplements the Statement on Schedule 13D filed by J.D. Davenport
("Mr. Davenport") and adds pursuant to Rule 13d-1(f)(1) promulgated
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") as a reporting person Northport Management Group,
Inc. ("Northport") (Davenport and Northport are collectively
referred to herein as the "Reporting Persons"). This Statement is
being amended and restated, in its entirety, pursuant to Section
232.101(a)(2)(ii) of Regulation S-T promulgated under the Exchange
Act.
1. SECURITY AND ISSUER.
-------------------
The response to Item 1 is hereby amended and restated, in its
entirety, to read as follows:
This Statement on Schedule 13D relates to the common stock,
par value $.001 per share (the "Common Stock") of Environmental
Plus, Incorporated (formerly Kinlaw Energy Partners Corporation),
a Texas corporation (the "Issuer"). The Issuer's principal
executive offices are located at 2995 LBJ Freeway, Suite 200,
Dallas, Texas 75234.
2. IDENTITY AND BACKGROUND.
-----------------------
The response to Item 2 is hereby amended and restated, in its
entirety to read as follows:
Mr. Davenport exchanged, effective July 23, 1996, shares of a
private corporation, GD-JD, Inc. for 11,652,500 shares of the
Issuer. Mr. Davenport exchanged, effective June 24, 1997, the
11,652,500 shares of the Common Stock of the Issuer for a majority
of the common stock of Northport.
REPORTING PERSON: DAVENPORT
Mr. Davenport's business address is Route 1, Box 41, Overton,
Texas 75684. Mr. Davenport is a citizen of the United States. The
present principal occupation of Mr. Davenport is that of President
of the Issuer. The Issuer's principal business is the construction
and repair of industrial cooling towers, primarily in Texas, Louisiana
and Arkansas, for electric utility companies; and the marketing of a
fire retardant foam as a fire fighting device for industrial use.
During the last five years, Mr. Davenport has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
<PAGE>
REPORTING PERSON: NORTHPORT
Northport is a Texas corporation with its principal office
located at 607 S. Garland, Overton, Texas 75684. Northport's
principal business is management consulting. Mr. Davenport is
the sole officer, director and majority shareholder of Northport.
During the last five years, Northport has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The response to Item 3 is hereby amended and restated, in its
entirety, to read as follows:
Mr. Davenport exchanged, effective July 23, 1996, shares of a
private corporation, GD-JD, Inc., for 11,652,500 shares of Common
Stock of the Issuer. Davenport exchanged, effective June 24, 1997,
the 11,652,500 shares of the Common Stock of the Issuer for a
majority of the common stock of Northport.
4. PURPOSE OF TRANSACTION.
The response to Item 4 is hereby amended and restated, in its
entirety, to read as follows:
The Reporting Persons presently intend to hold the Common
Stock owned by them for investment. Whether the Reporting Persons
purchase or otherwise acquire any additional shares of Common Stock
and the amount, method, and timing of any such purchases or
acquisition, will depend upon the Reporting Persons' continuing
assessment of pertinent factors, including, among other things, the
availability of such shares for purchase or acquisition at
acceptable price levels and/or upon acceptable terms; the business
and prospects of the Reporting Persons and the Issuer and other
business and investment opportunities available to the Reporting
Persons; economic conditions; money and stock market conditions;
the attitude and actions of other stockholders of the Issuer; the
availability and nature of opportunities to dispose of Common
Stock; the availability of funds or financing for additional
purchases; regulatory other legal considerations; and other plans
and requirements of the Reporting Persons. Depending upon their
assessment of these factors from time to time, the Reporting
Persons may elect to acquire additional shares of Common Stock (by
means of privately negotiated purchases of shares, market purchases
or otherwise) or to dispose of some or all of the Common Stock
beneficially owned by them. However, neither the timing nor the
circumstances of future acquisitions and dispositions has been
determined at the date hereof. Other than as mentioned above, the
Reporting Persons have no present plans or proposals that relate to
or would result in any of the types of transactions described in
Item 4 of Schedule 13D.
<PAGE>
5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The response to Item 5 is hereby amended and restated, in its
entirety, to read as follows:
Pursuant to Rule 13d-1(f)(1) promulgated under the Exchange
Act, this Statement is being filed jointly by each of the
Reporting Persons.
Each of the Reporting Persons expressly states that it is
included in this Statement solely for the purpose of presenting
information with respect to ownership of the Common Stock of the
Issuer and disclaims any knowledge as to statements made herein by
or on behalf of the other Reporting Persons. Each of the Reporting
Persons disclaims beneficial ownership of the shares of Common
Stock held by the other Reporting Person pursuant to Rule 13d-4 of
the Exchange Act. The Reporting Persons have included as EXHIBIT
99.1 to this Statement an agreement in writing that this Statement
is filed on behalf of each of them.
Number of shares beneficially owned by the Reporting Persons
with:
Davenport Northport
---------- ----------
Sole voting power: 0 0
Shared voting power: 11,652,500 11,652,000
Sole dispositive power: 0 0
Shared dispositive power: 11,652,500 11,652,500
Percent of class (based on
40,329,136 shares of Common
Stock outstanding at
June 4, 1997) 30% 30%
6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER.
----------------------------------------------------------
The response to Item 6 is amended and restated, in its
entirety, to read as follows:
The Reporting Persons have no contracts, arrangements,
understandings or relationships with any person with respect to the
securities described herein. Davenport is the President and a
director of the Issuer and may be deemed a controlling person of
the Issuer. In addition, Davenport is an officer and director of
GD-JD, Inc. which is the beneficial owner of 340,000 shares (0.8%)
of the Issuer. Davenport is also the sole director and officer of
Northport and owns a majority of the common stock of Northport.
7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated
June 30, 1997, between J.D. Davenport
and Northport Management Group,
Inc.
<PAGE>
SIGNATURE
After reasonable inquiry, I certify that to the best of my
knowledge and belief the information set forth in this Amendment
No. 1 to Schedule 13D is true, complete and correct.
Date: June 30, 1997
/s/ J.D. Davenport
-----------------------------------
J.D. Davenport
NORTHPORT MANAGEMENT GROUP, INC.
By: /s/ J.D. Davenport
------------------------------
J.D. Davenport, President
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D
(including any amendments thereto) with respect to the Common Stock
of Environmental Plus, Inc. This Joint Filing Agreement shall be
included as an exhibit to such filing. In evidence thereof, each
of the undersigned, being duly authorized, hereby executes this
Joint Filing Agreement as of the 30th day of June, 1997.
/s/ J.D. Davenport
-----------------------------------
J.D. Davenport
NORTHPORT MANAGEMENT GROUP, INC.
By: /s/ J.D. Davenport
------------------------------
J.D. Davenport, President
