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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: August 31, 1997 SEC File Number 0-13041
[ ] Transition Report on Form 10-K CUSIP Number 29406A 10 6
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] For the Transition Period Ended:
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PART I - REGISTRANT INFORMATION
ENVIRONMENTAL PLUS, INCORPORATED
(Full Name of Registrant)
Route 1, Box 41
(Address of Principal Executive Office)
Overton, Texas 75864
(City and State) (Zip Code)
Registrant's telephone number including Area Code: (903) 834-6965
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PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the Registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate.)
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report on Form 10-KSB will be
filed on or before the fifteenth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by rule 12b-25(c) has been attached, if applicable.
<PAGE>
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-KSB
could not be filed within the prescribed time period.
SEE ATTACHMENT III.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
JOEL HELD, ESQ. (214) 761-4407
(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports
required under Section 13 or 15(d)
of the Securities Exchange Act of
1934 or Section 30 of the Investment
Company Act of 1940 during the
preceding 12 months been filed? [X] Yes [ ] No
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(3) Is it anticipated that any significant
change in results of operations from
the corresponding period for the last
fiscal year will be reflected by the
earnings statements to be included
in the subject report or portion
thereof? [ ] Yes [X] No
If so: attach an explanation of the
anticipated change, both narratively
and quantitatively, and, if appropriate,
state the reasons why a reasonable
estimate of the results cannot be made.
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ENVIRONMENTAL PLUS, INCORPORATED
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 2, 1997
By: /s/ J.D. DAVENPORT
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J.D. Davenport, President
ATTENTION
Intentional misstatements or omissions constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
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ATTACHMENT III
TO
NOTIFICATION OF LATE FILING
OF FORM 10-KSB
FOR FISCAL YEAR ENDED AUGUST 31, 1997
The Registrant was unable to file, on December 1, 1997, its
Annual Report on Form 10-KSB for the fiscal year ended
August 31, 1997 ("Form 10-KSB") because the Registrant's
independent auditors have not yet completed their audit of the
financial statements of the Registrant. As a result thereof, the
Registrant was unable to timely file the Form 10-KSB. A letter
from the Registrant's independent public accountants explaining
the circumstances for the delay in completing the audit of the
financial statements of the Registrant is attached to this
Attachment III.
The Registrant represents that it could not have eliminated
the reason causing the delay without unreasonable effort or
expense.
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[LETTERHEAD OF BDO SEIDMAN, LLP]
December 2, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-
25(c) under the Securities Exchange Act of 1934 and in
satisfaction of item (c) of Part II of Form 12b-25.
We are the independent auditors of Environmental Plus, Inc. (the
"Registrant"). The Registrant has stated in Part III of its
filing on Form 12b-25 that it is unable to timely file, without
unreasonable effort or expense, its Annual Report on Form 10-KSB
for the year ended August 31, 1997 because our Firm has not yet
completed our audit of the financial statements of the Registrant
for the year ended August 31, 1997 and is therefore unable to
furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the
Registrant in Part III of its filing on Form 12b-25 and agree
with the statements made therein. We are unable to complete our
audit of the Registrant's financial statements and furnish the
required opinion for a timely filing because necessary third-
party verification has not been received at this time and, as a
result, have not yet had sufficient time to complete the auditing
procedures which we consider necessary in the circumstances.
Very truly yours,
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
