SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
TTI Industries, Incorporated
=================================================================
(Name of Issuer)
Common Stock, $.01 no par value per share
=================================================================
(Title of Class of Securities)
873051 10 6
=================================================================
(CUSIP Number)
Terminator Technologies, Incorporated
3838 Oak Lawn, Suite 1000
Dallas, TX 75219
(214) 520-1702
=================================================================
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 1998
=================================================================
(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(e)(f) or (g), check the following box. [ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 15 Pages)
<PAGE>
*The remainder of this cover page should 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. 873051 10 6 13D
(1) Name of Reporting Person Joseph H. Stephens
Social Security N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [x]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* PF
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
of America
Number of Shares (7) Sole Voting 400,000
Power
Beneficially
(8) Shared Voting 1,936,891
Owned by Each Power
Reporting Person (9) Sole Dispositive 400,000
Power
with:
(10) Shared Dispositive 1,936,891
Power
(11) Aggregate Amount Beneficially Owned 2,336,891
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 57.8%
Amount in Row (11)
(14) Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Cusip No. 873051 10 6 13D
(1) Name of Reporting Person Pierre S. Korsmoe
Social Security N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [x]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* PF
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
of America
Number of Shares (7) Sole Voting 400,000
Power
Beneficially
(8) Shared Voting 1,936,891
Owned by Each Power
Reporting Person (9) Sole Dispositive 400,000
Power
with:
(10) Shared Dispositive 1,936,891
Power
(11) Aggregate Amount Beneficially Owned 2,336,891
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 57.8%
Amount in Row (11)
(14) Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Cusip No. 873051 10 6 13D
(1) Name of Reporting Person Sytek Resources, Inc.
Social Security N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [x]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
of America
Number of Shares (7) Sole Voting 400,000
Power
Beneficially
(8) Shared Voting 1,936,891
Owned by Each Power
Reporting Person (9) Sole Dispositive 400,000
Power
with:
(10) Shared Dispositive 1,936,891
Power
(11) Aggregate Amount Beneficially Owned 2,336,891
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 57.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Cusip No. 873051 10 6 13D
(1) Name of Reporting Person AMJ Resources, Inc.
Social Security N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [x]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
of America
Number of Shares (7) Sole Voting 336,891
Power
Beneficially
(8) Shared Voting 2,000,000
Owned by Each Power
Reporting Person (9) Sole Dispositive 336,891
Power
with:
(10) Shared Dispositive 2,000,000
Power
(11) Aggregate Amount Beneficially Owned 2,336,891
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 57.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Cusip No. 873051 10 6 13D
(1) Name of Reporting Person AM Resources, Inc.
Social Security N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [x]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
of America
Number of Shares (7) Sole Voting 400,000
Power
Beneficially
(8) Shared Voting 1,936,891
Owned by Each Power
Reporting Person (9) Sole Dispositive 400,000
Power
with:
(10) Shared Dispositive 1,936,891
Power
(11) Aggregate Amount Beneficially Owned 2,336,891
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 57.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Cusip No. 873051 10 6 13D
(1) Name of Reporting Person Terminator Technologies,
Incorporated
Social Security N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [x]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
of America
Number of Shares (7) Sole Voting 400,000
Power
Beneficially
(8) Shared Voting 1,936,891
Owned by Each Power
Reporting Person (9) Sole Dispositive 400,000
Power
with:
(10) Shared Dispositive 1,936,891
Power
(11) Aggregate Amount Beneficially Owned 2,336,891
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 57.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Cusip No. 873051 10 6 13D
SCHEDULE 13D
------------
Filed Pursuant to Rule 13d-1
1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to
the common stock, $0.01 par value per share (the "Common Stock"),
of TTI Industries, Incorporated, a Texas corporation, which has
its principal executive offices located at 3838 Oak Lawn Avenue,
Suite 1000, Dallas, Texas 75219 (the "Issuer").
2. IDENTITY AND BACKGROUND.
Group Filing Only. Pursuant to Rule 13d-1(f)(1) promulgated
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Statement is filed jointly by Terminator
Technologies, Incorporated, a Texas a corporation ("TTI"), Sytek
Resources, Inc., a Delaware corporation ("Sytek"), AMJ Resources,
Inc., a Delaware corporation ("AMJ"), AM Resources, Inc., a
Delaware corporation ("AM"), Pierre S. Korsmoe ("PSK"), and
Joseph H. Stephens ("JHS") (collectively, the "Reporting
Persons"), as a "group", as such term is used in Rule 13d-5 of
the Exchange Act. However, each of such Reporting Persons
expressly states that it is included in this Statement solely for
the purpose of presenting the information with respect to the
ownership of the Common Stock and disclaims any knowledge as to
any statements made herein on behalf of the other Reporting
Persons. Each of the Reporting Persons disclaims beneficial
ownership of the shares of Common Stock owned by the other
Reporting Persons, 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.
(a) - (c) and (f). TTI is principally engaged in the
business of marketing and manufacturing environmentally friendly
pesticides and pesticide dispensers. The principal business and
office address of TTI is 3838 Oak Lawn Avenue, Suite 1000,
Dallas, Texas 75219. The name, citizenship, business address and
present principal occupation or employment of each of the
executive officers, directors or persons who may be deemed in
control of TTI, if any, are set forth on Schedule 1 attached
hereto and incorporated herein by reference. Such persons are
collectively referred to herein as the "TTI Individuals."
Sytek, AMJ and AM are principally engaged in the businesses
of product marketing, product manufacturing and pest control
product research, respectively. The principal business and
office address of each of Sytek, AMJ and AM is 1071 Foxhurst Way,
San Jose, California 95120. The name, citizenship, business
address and present principal occupation or employment of each of
the executive officers, directors or persons who may be deemed in
control of Sytek, AMJ and AM, if any, are set forth on Schedule 1
attached hereto and incorporated herein by reference. Such
persons shall collectively be referred to herein as the "Sytek
Individuals," "AMJ Individuals," and "AM Individuals,"
respectively.
<PAGE>
Cusip No. 873051 10 6 13D
PSK is a certified public accountant and his principal
business and office address is 2000 Santa Clara Avenue, Alameda,
CA 94501. JHS is an attorney and his principal business and
office address is 1440 Broadway, Suite 607, Oakland, CA 94612.
(d)-(e). During the last five years, neither the Reporting
Persons nor any of the TTI Individuals, Sytek Individuals, AMJ
Individuals or AM Individuals (collectively, "Individuals") has
been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) and neither the Reporting
Persons nor any Individuals is a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction that,
as a result of such proceeding, the Reporting Persons or any of
the Individuals was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of the Stock Purchase Agreement dated
January 15, 1998 (the "Agreement") among Environmental Plus,
Incorporated (now known as TTI Industries, Incorporated), TTI,
AMJ or their respective assigns (which included Sytek, AM, PSK
and JHS) as "Purchasers" and George Davis, J.D. Davenport,
Charles White, GD/JD Inc. and Northport Management Group, Inc.,
as "Sellers" (a) TTI, Sytek, AM, PSK and JHS each acquired
400,000 shares (9.9%) of common stock, $0.01 par value per share,
of the Issuer for $0.04445 per share (for a total consideration
of $17,780.00 each) and AMJ acquired 336,891 shares (8.3%) of
common stock, $.10 par value per share, of the Issuer for
$0.04445 per share (for a total consideration of $14,974.80).
Collectively, the Reporting Persons acquired 2,336,891 (57.8%)
shares of common stock of the Issuer for an aggregate purchase
price of approximately $104,000.00. All shares acquired by
Reporting Persons were acquired from personal funds or working
capital and no portion of the purchase price was represented by
funds borrowed or otherwise obtained from any bank or other third
party.
4. PURPOSE OF TRANSACTION.
The securities of the Issuer were acquired pursuant to the
Agreement, in connection with which the Reporting Persons
collectively acquired approximately 57.8% of the outstanding
shares of the common stock of the Issuer, resulting in a change
of control of the Issuer. In connection with the Agreement, TTI
was also granted a warrant to acquire an additional 1.5 million
shares of common stock of the Issuer at a purchase price of
$0.04445 per share, which warrant becomes exercisable on or about
April 30, 1999. Prior to the consummation of the Agreement, the
Issuer's board of directors consisted of Messrs. Davis, White and
Davenport. Upon the closing of the Agreement, Messrs. White and
Davenport resigned from the Issuer's board of directors, and were
replaced by Frank Harrison, Sr. (a principal of TTI) and Joe
Nicholson. Immediately prior to the consummation of the
Agreement, the Issuer disposed of substantially all of its
historic business assets and businesses. The Reporting Persons
intend to cause the Issuer to be operated as a holding company
for subsidiaries that will market and manufacture environmentally
friendly pest control products and engage in research and
development activities with regard to non-poisonous pest control
products.
<PAGE>
Cusip No. 873051 10 6 13D
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Immediately upon the closing of the Agreement, the
aggregate number of shares of Common Stock which may be deemed to
have been beneficially owned by the Reporting Persons as a
"group" was 2,336,891 shares, constituting approximately 57.8% of
the outstanding Common Stock of the Issuer (based on 4,037,187
shares of common stock outstanding at May 6, 1998, adjusted for
the 10 for one reverse stock split that occurred on May 1, 1998,
as reflected in the Issuer's Current Report on Form 10-Q dated
February 28, 1998).
(b) Immediately upon the closing of the Agreement, TTI,
Sytek, AM, PSK and JHS each had sole voting and dispositive power
over 400,000 shares of Common Stock owned by them, respectively,
and AMJ had sole voting and dispositive power over 336,891 shares
(8.3% of common stock owned by it. Each Reporting Person
acknowledges that it may be deemed to have shared voting and
dispositive power over the shares held by the other Reporting
Persons. However, pursuant to Rule 13d-4, each Reporting Person
disclaims beneficial ownership of those shares of common stock
over which it does not have sole voting and dispositive power.
(c) None.
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Document Description
----------- -----------------------------------------
10.1 Stock Purchase Agreement dated as of
January 15, 1998 among Environmental
Plus, Incorporated (now known as TTI
Industries, Incorporated), AMJ Resources,
Inc., George Davis, J.D. Davenport,
Charles White, GD/JD, Inc. and Northport
Management Group, Inc. (filed as Exhibit
10.1 to the Issuer's Annual Report on
Form 10-K dated August 31, 1997 and filed
February 27, 1998).
99.1 Joint Filing Agreement, dated May
18, 1998, between Terminator Technologies,
Incorporated, Sytek Resources, Inc.,
AMJ Resources, Inc., AM Resources, Inc.,
Pierre S. Korsmoe and Joseph H. Stephens.
<PAGE>
Cusip No. 873051 10 6 13D
SIGNATURE
After reasonable inquiry, I certify that to the best of my
knowledge and belief the information set forth in this Statement
is true, complete and correct.
Date: May 19, 1998.
Terminator Technologies, Incorporated.
By: /s/ FRANK W. HARRISON, SR.
-------------------------------------
Frank W. Harrison, Sr., President
Sytek Resources, Inc.
By:/s/ DAVID GRIFFIN
-------------------------------------
David Griffin, President
AMJ Resources, Inc.
By: /s/ DEBRA MILLER
-------------------------------------
Debra Miller, President
AM Resources, Inc.
By: /s/ DEBRA MILLER
-------------------------------------
Debra Miller, President
/s/ PIERRE S. KORSMOE
----------------------------------------
Pierre S. Korsmoe
/s/ Joseph H. Stephens
----------------------------------------
Joseph H. Stephens
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
<PAGE>
Cusip No. 873051 10 6 13D
SCHEDULE 1
(a) Directors and executive officers of Terminator Technologies,
Incorporated.
Set forth below is the name, citizenship, business address
and present principal occupation or employment of each director
and executive officer of Terminator Technologies, Incorporated:
<TABLE>
<CAPTION
Present Principal
Occupation or Position with
Name and Citizenship Business Address Employment Reporting Person*
- ----------------------- ------------------- ------------------- ------------------
<S> <C> <C> <C>
Frank W. Harrison, Sr. 3838 Oak Lawn Business Executive Director, President
(United States) Avenue, Suite 1000
Dallas, Texas 75219
* Mr. Harrison is also the majority shareholder of Terminator
Technologies, Inc. and may be deemed to control such entity.
</TABLE>
Terminator Technologies, Incorporated advises that, except
as disclosed above, no persons and/or organizations control the
Reporting Person (either individually or as a group) as that term
is used in General Instruction C to Rule 13d-101 promulgated
under the Securities Exchange Act of 1934, as amended.
(b) Directors and executive officers of Sytek Resources,
Inc.
Set forth below is the name, citizenship, business address
and present principal occupation or employment of each director
and executive officer of Sytek Resources, Inc.:
<TABLE>
<CAPTION>
Present Principal
Name and Occupation or Position with
Citizenship Business Address Employment Reporting Person
- --------------- ------------------ -------------------- -------------------
<S> <C> <C> <C>
David Griffin 1071 Foxhurst Way Business Executive - Director, President
(United States) San Jose, CA Director of Marketing
of Terminator
Technologies, Inc.
Candace Wolfe 1071 Foxhurst Way Corporate Secretary Director, Secretary
(United States) San Jose, CA
</TABLE>
Sytek Resources, Incorporated advises that no persons and/or
organizations control the Reporting Person (either individually
or as a group) as that term is used in General Instruction C to
Rule 13d-101 promulgated under the Securities Exchange Act of
1934, as amended.
<PAGE>
Cusip No. 873051 10 6 13D
(c) Directors and Executive Officers of AMJ Resources, Inc.
Set forth below is the name, citizenship, business address
and principal occupation or employment of each director and
executive officer of AMJ Resources, Inc.
<TABLE>
<CAPTION>
Present Principal
Occupation or Position with
Name and Citizenship Business Address Employment Reporting Person
- -------------------- ---------------- ------------------ -------------------
<S> <C> <C> <C>
Debra Miller 1071 Foxhurst Way Business Executive Director, President
(United States) San Jose, CA
Bridgit Miner 1071 Foxhurst Way Business Executive Director, Secretary
(United States) San Jose, CA
</TABLE>
AMJ Resources, Inc. advises that no persons and/or
organizations control the Reporting Person (either individually
or as a group) as that term is used in General Instruction C to
Rule 13d-101 promulgated under the Securities Exchange Act of
1934, as amended.
(d) Directors and Executive Officers of AM Resources, Inc.
Set forth below is the name, citizenship, business address
and principal occupation or employment of each director and
executive officer of AM Resources, Inc.
<TABLE>
<CAPTION>
Present Principal
Occupation or Position with
Name and Citizenship Business Address Employment Reporting Person
- -------------------- ----------------- ------------------ -------------------
<S> <C> <C> <C>
Debra Miller 1071 Foxhurst Way Business Executive Director, President,
(United States) San Jose, CA Secretary
</TABLE>
AM Resources, Inc. advises that no persons and/or
organizations control the Reporting Person (either individually
or as a group) as that term is used in General Instruction C to
Rule 13d-101 promulgated under the Securities Exchange Act of
1934, as amended.
<PAGE>
Cusip 873051 10 6 13D
Joint Filing Agreement
Exhibit 99.1
In accordance with 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of them of a Statement on Schedule 13D
(including any amendments thereto) with respect to the Common
Stock of TTI Industries, Incorporated. 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 19th day of
May, 1998.
Terminator Technologies, Incorporated
By: /s/ FRANK W. HARRISON, SR.
-------------------------------------
Frank W. Harrison, Sr., President
Sytek Resources, Inc.
By: /s/ DAVID GRIFFIN
-------------------------------------
David Griffin, President
AMJ Resources, Inc.
By: /s/ DEBRA MILLER
-------------------------------------
Debra Miller, President
AM Resources, Inc.
By: /s/ DEBRA MILLER
-------------------------------------
Debra Miller, President
/s/ PIERRE S. KORSMOE
----------------------------------------
Pierre S. Korsmoe
/s/ JOSEPH H. STEPHENS
----------------------------------------
Joseph H. Stephens
