CONFORMED
------------------------------------------------------------------------------


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       FOR THE QUARTER ENDED MAY 31, 2000

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-22720

                              CYCLO3PSS CORPORATION
           (Name of Small Business Issuer as specified in its charter)

                 Delaware                                    87-0455642
          ------------------------                     -----------------------
       (State or other jurisdiction of                   (I.R.S. Employer
        Incorporation or organization)                    Identification No.)

            3646 West 2100 South
            Salt Lake City, Utah                              84120-1202
          -------------------------                          ------------
      (Address of principal executive offices)                (Zip Code)

            Issuer's telephone number, including area code: (801) 972-9090
          -----------------------------------------------------------------

      Securities registered pursuant to Section 12(b) of the Exchange Act: None

     Securities  registered pursuant to Section 12(g) of the Exchange Act: $.001
Par Value Common Stock

       Check  whether the Issuer (1) has filed all reports  required to be filed
by Section 13 or 15(d) of the  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 .


Common Stock outstanding at July 14, 2000 - 27,782,853 shares of $.001 par value
Common Stock.


                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

-------------------------------------------------------------------------------



<PAGE>


                                   FORM 10-QSB

                       Financial Statements and Schedules
                              Cyclo3pss Corporation

                       For Three Months Ended May 31, 2000

     The following financial  statements and schedules of the registrant and its
consolidated subsidiaries are submitted herewith:

                         PART I - FINANCIAL INFORMATION

                                                                Page of
                                                             Form 10-QSB
   Item 1. Financial  Statements

           Condensed Consolidated Balance Sheets.......................3
           Condensed Consolidated Statements of Operations.............5
           Condensed Consolidated Statements of Cash Flows.............6
           Notes to Condensed Consolidated Financial Statements........7

   Item 2. Management's Discussion and Analysis or
           Plan of Operations.........................................11

                            PART II - OTHER INFORMATION

   Item 1. Legal Proceedings .........................................16

      Item 2Changes in Securities and Use of Proceeds.................16

      Item 3Defaults Upon Senior Securities...........................16

      Item 4Submission of Matters to a Vote of Security Holders.......16

      Item 5Other Information.........................................16

      Item 6Exhibits and Reports on Form 8-K..........................16









                                      - 2 -

<PAGE>




   CYCLO3PSS CORPORATION
   Condensed Consolidated Balance Sheets
   (UNAUDITED)
------------------------------------------------------------------------------




                                                       May 31,     February 29,
                                                        2000          2000
                                                   ---------------------------
  Assets

   Current assets:

      Cash                                         $    42,111    $   107,565
      Accounts receivable                              130,996         70,723
      Inventories                                       17,930         17,930
      Prepaid expenses                                  30,127          5,815
                                                   ---------------------------
  Total current assets                                 221,164        202,033

  Property and equipment, net                          118,979        135,521

   Other assets:
      Acquired patents, net                             63,706         72,807
      Developed patents and other, net                  51,022         56,623
                                                   ---------------------------
                                                    $  454,871    $   466,984
                                                   ===========================







                                      - 3 -

<PAGE>




   CYCLO3PSS CORPORATION
   Condensed Consolidated Balance Sheets (continued)
   (UNAUDITED)
-------------------------------------------------------------------------------



                                                        May 31,    February 29,
                                                         2000         2000
                                                    ---------------------------
   Liabilities and stockholders' deficit

  Current liabilities:
      Accounts payable                                $  92,597   $   256,955
      Accrued liabilities                               249,366       449,440
      Notes payable                                     500,000       250,000
      Deferred revenue                                  100,000       100,000
      Current portion of capital lease obligations        2,130         3,778
                                                    ---------------------------
  Total current liabilities                             944,093     1,060,173


  Commitments and contingencies

 Stockholders' deficit:
  Preferred stock:
   Preferred stock issuable in series: par value $.01,
     4,500,000 shares authorized:
     Series "A" convertible preferred stock; 356,638
      shares authorized; 356,638 shares issued and
      outstanding                                           356          356
     Series "B" convertible preferred stock; 30,000
      shares authorized; 900 shares issued and
      outstanding                                             9            9
     Series "C" convertible preferred stock; 550 shares
      authorized; none and 75 shares issued and
      outstanding at May 31, 2000 and February 29,
      2000, respectively                                     --            1
     Class "A" preferred stock, par value $.01; 500,000
      shares authorized; none issued or outstanding          --           --
     Common stock, par value $.001; 55,000,000 shares
      authorized; 27,313,297 shares issued at
      May 31, 2000 and 25,226,066 shares issued at
      February 29, 2000                                  27,313       25,225
     Additional paid-in capital                      19,405,259   19,028,410
     Accumulated deficit                            (19,420,614) (19,145,645)
     Less treasury stock, 264,000 common shares at
      cost                                             (501,545)    (501,545)
                                                    ---------------------------
     Total stockholders' deficit                       (489,222)    (593,189)
                                                    ---------------------------
                                                   $    454,871   $  466,984
                                                   ============================

   See accompanying notes to condensed consolidated financial statements


                                      - 4 -

<PAGE>




   CYCLO3PSS CORPORATION
   Condensed Consolidated Statements of Operations
   (UNAUDITED)

------------------------------------------------------------------------------
                                                   For the three months ended
                                                             May 31,
                                                       2000           1999
                                                  -----------------------------

   Net revenues                                   $    180,757     $   316,732

   Costs and expenses:
      Cost of sales                                     89,292         129,999
      Research and development                          13,456             --
      Selling and marketing                             29,596             --
      General and administrative                       255,737          86,919
      Depreciation and amortization                     68,049          36,061
                                                  -----------------------------
                Total expenses                         456,130         252,979

  Income (loss) from operations                       (275,373)         63,753
  Interest income                                          491              15
  Interest expense                                         (87)           (348)
                                                  -----------------------------

  Net income (loss)                                   (274,969)         63,420
   Preferred stock dividends                                --          (8,499)
                                                  -----------------------------

   Net income (loss) applicable to common
     stockholders                                  $  (274,969)      $  54,921
                                                  =============================
   Net income (loss) per common share              $      (.01)      $    --
                                                  -----------------------------
    Weighted average number of common shares
     issued and outstanding                         26,763,007      18,115,669
                                                  =============================



-------------------------------------------------------------------------------

   See accompanying notes to condensed consolidated financial statements



                                      - 5 -

<PAGE>




   CYCLO3PSS CORPORATION
   Condensed Consolidated Statements of Cash Flows
   (UNAUDITED)
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                    For the three months ended
                                                                              May 31,
                                                                       2000            1999
                                                                --------------------------------
<S>                                                              <C>                <C>
  Cash flows from operating activities:
      Net (loss) income                                          $  (274,969)       $  63,420
      Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
     Depreciation and amortization                                    68,049           36,061
             Common stock issued for services                        177,060             --
     Changes in assets and liabilities:
       Increase in accounts receivable                               (60,273)        (195,705)
       Increase in inventories                                          --               (241)
       Increase in prepaid expenses                                  (24,312)          (3,120)
       Decrease in accounts payable and accrued liabilities         (364,432)         (55,208)
                                                                --------------------------------
  Net cash used in operating activities                             (478,877)        (154,793)
                                                                --------------------------------

  Cash flows from investing activities:
      Purchase of property and equipment                              (7,043)            --
      Addition to developed patents and other                        (29,762)            --
                                                                --------------------------------
  Net cash used in investing activities                              (36,805)            --
                                                                --------------------------------

  Cash flows from financing activities:
   Proceeds from issuance of preferred stock                            --            156,825
   Proceeds from exercise of warrants                                196,000             --
      Proceeds from exercise of stock options                          5,875           18,000
      Proceeds from notes payable                                    250,000             --
      Principal payments under capital lease obligations              (1,647)          (4,120)
                                                                --------------------------------
  Net cash provided by financing activities                          450,228          170,705
                                                                --------------------------------

  Net (decrease) increase in cash                                    (65,454)          15,912

  Cash at beginning of period                                        107,565           36,018
                                                                --------------------------------

  Cash at end of period                                          $    42,111      $    51,930
                                                                ================================

</TABLE>

   See accompanying notes to condensed consolidated financial statements.



                                             - 6 -

<PAGE>






   CYCLO3PSS CORPORATION
   Notes to Condensed Consolidated Financial Statements (Unaudited)
------------------------------------------------------------------------------


   1.  Summary of Significant Accounting Policies

   Financial Statements

   The accompanying interim consolidated financial statements have been prepared
   in accordance  with  generally  accepted  accounting  principles  for interim
   financial information and with the instructions to Form 10-QSB and Regulation
   S-B. The balance sheet at February 29, 2000 represents the Company's  audited
   consolidated balance sheet at that date.

   In  the  opinion  of  management,  the  accompanying  condensed  consolidated
   financial  statements contain all normal recurring  adjustments  necessary to
   present  fairly  the  financial  position  of  Cyclo3pss   Corporation  ("the
   Company") as of May 31, 2000,  and the results of its operations and its cash
   flows for the  interim  periods  ended  May 31,  2000 and May 31,  1999.  The
   operating  results for the interim periods are not necessarily  indicative of
   the results for a full year.  These  financial  statements  should be read in
   conjunction with the Company's audited consolidated  financial statements and
   notes thereto included in the Company's Annual Report to Stockholders for the
   year ended February 29, 2000.

   Organization

   The  Corporation was formed in Delaware in 1927. In 1990, the Corporation was
   reorganized as Cyclo3pss  Medical Systems,  Inc. In 1995, the Company changed
   its name to Cyclo3pss Corporation. The Company is engaged in the manufacture,
   sale and  installation of ozone food processing  products,  ozone washing for
   commercial and institutional laundries, the manufacture and sale of specialty
   compounds and chemicals,  and research and  development of  technologies  for
   sterilization and/or disinfection of medical and some consumer products.

   Principles of Consolidation

   The consolidated financial statements include the accounts of the Company and
   its wholly-owned subsidiary.  All intercompany balances and transactions have
   been eliminated.

   Use of Estimates

   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent  liabilities  at the  date  of the  financial  statements  and the
   reported amounts of revenue and expenses during the reporting period.  Actual
   results could differ from those estimates.






                                    - 7 -

<PAGE>





   CYCLO3PSS CORPORATION
   Notes to Condensed Consolidated Financial Statements (Unaudited)
------------------------------------------------------------------------------


   1.  Summary of Significant Accounting Policies (continued)

   Comprehensive Income

   Statement  of Financial  Accounting  Standards  ("SFAS") No. 130,  "Reporting
   Comprehensive  Income",  requires  that all items that are  recognized  under
   accounting  standards as components of comprehensive  income be reported in a
   financial  statement  that is  displayed  with the same  prominence  as other
   financial  statements.  The  items of  other  comprehensive  income  that are
   typically  required to be  displayed  are  foreign  currency  items,  minimum
   pension  liability  adjustments,  and unrealized  gains and losses on certain
   investments in debt and equity securities.  There have been no items of other
   comprehensive income to date.

   2.  Basis of Presentation

   The accompanying  financial  statements have been prepared  assuming that the
   Company will continue as a going concern,  which contemplates the realization
   of assets and  satisfaction  of liabilities in the normal course of business.
   The Company has  sustained  significant  net losses which have resulted in an
   accumulated  deficit  at May  31,  2000 of  $19,420,614  and  $19,145,645  at
   February 29, 2000,  and periodic cash flow  difficulties,  all of which raise
   substantial doubt of the Company's ability to continue as a going concern.

   The net loss for the year ended  February  29,  2000 was  $1,960,414  and the
   Company  recorded a net loss of $274,969  for the three  months ended May 31,
   2000. To date, the Company has funded its operations through the issuances of
   common and  preferred  stock,  and a loan as described  further.  The Company
   anticipates a net loss for the year ended  February 28, 2001, and with a cash
   balance of $42,111 at May 31, 2000 and  expected  cash  requirements  for the
   year,  there is  substantial  doubt as to the  Company's  ability to continue
   operations.

   The Company  believes that these  conditions  have resulted from the inherent
   risks associated with small technology companies. Such risks include, but are
   not limited  to, the  ability to: a) generate  sales of its product at levels
   sufficient to cover its costs and provide a return for investors,  b) attract
   additional  capital  in order to  finance  growth,  c)  further  develop  and
   successfully  market  commercial  products and d)  successfully  compete with
   other  technology  companies  having  financial,   production  and  marketing
   resources significantly greater than those of the Company.

   The Company is  attempting  to improve  these  conditions by way of financial
   assistance  through  collaborative   partnering   agreements,   issuances  of
   additional equity, debt arrangements,  and product sales. Management believes
   that  appropriate  funding will be generated  and future  product  sales will
   result from these opportunities and that the Company will continue operations
   through the next fiscal year;  however,  no assurance can be given that sales
   will be generated or that the additional necessary funding will be raised.




                                    - 8 -

<PAGE>




   CYCLO3PSS CORPORATION
   Notes to Condensed Consolidated Financial Statements (Unaudited)
------------------------------------------------------------------------------


   2.  Basis of Presentation (continued)

   The severe  financial  condition  of the Company was  disclosed  to Procter &
   Gamble  (" P&G")  during  the  last  week of  November  1999.  P&G  responded
   immediately and after conferring with the Company's management negotiated and
   subsequently  entered into a new Letter of Intent on December  10, 1999.  The
   agreement  allows for two  separate  financings  by P&G to the  Company.  The
   first, an Unsecured Promissory Note for $250,000,  was executed and funded in
   concert  with the signing of the new Letter of Intent in order to relieve the
   immediate and critical cash requirements of the Company. The second financing
   is a Convertible  Secured Loan for $750,000 which provides  long-term working
   capital  for the  Company.  As of May 31,  2000,  $250,000  of the  total was
   received  and  recorded  by the  Company.  On June 19,  2000,  the balance of
   $500,000 was received.  The loan is secured by a first  security  interest in
   all of the Company's  Intellectual  Properties and will be due and payable in
   full on the one  year  anniversary  date of its  execution.  The  loan is non
   interest  bearing,  but in the event of a  default,  it may  accrue up to 15%
   interest.  The loan agreement  grants a conversion  right to P&G allowing for
   the conversion of all or any part of the outstanding  loan,  including all or
   any part of interest due into shares in the Company's  common shares of stock
   at anytime during the term of the loan, and at the sole discretion of P&G, at
   the  average  closing  bid  price  of the  Company's  common  stock  for  ten
   consecutive  business  days  prior  to the  date of  execution  of the  note,
   February 2, 2000,  which was $.27987.  The Company  contemplates  engaging in
   several diverse  development and testing contracts within various departments
   of P&G. In addition, under the terms of the agreement, P&G will be granted an
   Exclusive  First  Right of Refusal for the  Licensing  of all the current and
   future technologies of the Company.


    3. Contingencies

   The  Company  is not a party to and  presently  is not  aware of any  pending
   claims or existing litigation.  Previous settled matters are described in the
   Company's Form 10-KSB for the year ended February 29, 2000.


   4. Segment Information

   On March 7, 2000 the  Company  internally  realigned  its  ozone  businesses,
   collapsing  these separate  business  units into a single entity.  During the
   three  months  ended  May 31,  2000 the  Company  operated  in two  principal
   industries; the manufacture,  sale and installation of ozone products ("ozone
   products"); and the manufacture and sale of specialty chemicals ("biochemical
   products").

   Operating profit is total revenue less operating expenses, excluding interest
   expense and general corporate expenses. Corporate assets consist primarily of
   cash and cash equivalents,  accounts receivables,  prepaid expenses, property
   and equipment and corporate payables.




                                    - 9 -

<PAGE>




   CYCLO3PSS CORPORATION
   Notes to Condensed Consolidated Financial Statements (Unaudited)
------------------------------------------------------------------------------


   4. Segment Information (continued)

                                               For the three months ended
                                                May 31, 2000 May 31, 1999
                                             ------------------------------

   Net revenues
      Ozone products                           $   76,087       $ 208,299
      Biochemical products                        104,670         108,433
                                              ------------     ------------
      Total Revenue                             $ 180,757       $ 316,732
                                              ============     ============

   Operating income (loss)
      Ozone products                            $ (28,018)      $  69,910
      Biochemical products                         49,035          32,218
                                              ------------     ------------
      Total operating income (loss)                21,017         102,128

      Corporate expenses                         (296,390)        (38,375)
      Interest income                                 491              15
      Interest expense                                (87)           (348)
                                              ------------     -------------
      Net income (loss)                         $(274,969)     $   63,420
                                              ============     =============

   Identifiable assets
      Ozone products                           $  258,441       $ 513,938
      Biochemical products                        132,723         160,284

      General corporate assets                     63,707          98,302
                                              -------------    -------------
      Totals assets                            $  454,871      $  772,524
                                              =============    =============





                                    - 10 -

<PAGE>





                                 PART I - ITEM 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               OR PLAN OF OPERATION

   General

   Cyclopss Corporation (the "Company") historically has been engaged in a fully
   integrated  business  model  providing the design,  manufacturing,  assembly,
   sales and installation of ozone application  technologies and processes.  The
   Company's principal technology provides an alternative to address food safety
   concerns and laundry disinfection and efficiency.  Ozone technology is proven
   to reduce  microbial  counts on food  products  without the potential for the
   development of immunity or resistance by the organism.  Ozone laundry systems
   enable users to reduce costs associated with labor, water, energy,  chemical,
   textile  replacement  and  wastewater.  The Company has recently  changed its
   business  model to include  the  licensing  of  proprietary  technologies  to
   partners who have resources and infrastructures better suited to successfully
   commercialize certain of the Company's  technologies or products. The Company
   has entered into a Technology  Licensing  Agreement with Consolidated  Stills
   and  Sterilizers  of Boston,  MA. The  agreement  licenses the ozone  medical
   instrument sterilization technology developed and patented by the Company for
   an  initial  licensing  fee and future  royalties.  The  Company  anticipates
   negotiating like  arrangements on other of its proprietary  technologies when
   the  circumstances  are  beneficial.  Cyclopss will continue to engage in all
   integrated  functions required in the synthesis,  manufacturing and marketing
   of its specialty chemicals.

   Consumers, food producers and processors, both large and small, are searching
   for new technologies to address food safety and sterilization  concerns. Both
   consumers and food  processors,  who have relied heavily on chlorination  and
   other chemicals to decontaminate  foods and household items, are being forced
   to consider  alternatives  to chlorine and those other toxic  chemicals.  The
   Company   believes  that  ozone   products   offer  a  lower  cost  and  more
   environmentally-friendly  and consumer accepted form of  decontamination  and
   sterilization than many other chemical treatments and irradiation.

   These statements are forward-looking and involve matters which are subject to
   a number of risks and uncertainties that could cause actual results to differ
   materially  from  those  expressed  in or  implied  by such  forward  looking
   statements.  These risks and  uncertainties  include  product  development or
   production  difficulties  or  delays  due to  supply  constraints,  technical
   problems  or other  factors;  technological  changes;  the  effect of global,
   national and regional economic conditions; the impact of competitive products
   and pricing; changes in demand; increases in component prices or other costs;
   and a  number  of other  risks  including  those  identified  by the  Company
   throughout  Form 10- KSB for February 29,  2000,  and other risks  identified
   from time to time in the Company's  filings with the  Securities and Exchange
   Commission,  press releases and other communications.  The Company assumes no
   obligation to update forward-looking statements.








                                    - 11 -

<PAGE>




   Results of Operations

   The Company's  revenues were $180,757 for the three months ended May 31, 2000
   compared to $316,732 for the three months ended May 31, 1999.  This  decrease
   was  mainly  due to the  Company's  shift  in the  use of its  employees  and
   resources  from the  generation  of short term  revenues,  required  to cover
   operating  expenses,  to research and design efforts in developing  long term
   future product and application  royalty  receipts as described  further.  The
   Company's  gross margin for the three months ended May 31, 2000,  was $91,465
   compared to $186,733 for the three months ended May 31, 1999.  This reduction
   is due to a  decrease  in  product  sales as  described  above.  The  Company
   continues to closely monitor  expenses to minimize all unnecessary  operating
   costs. The Company expects to start receiving  royalty payments from the sale
   of consumer products as described further in this section.

   Research and development  expenses  increased to $13,456 for the three months
   ended May 31,  2000  from $0 for the three  months  ended May 31,  1999.  The
   Company eliminated all research and development costs during the three months
   ended May 31, 1999,  due to lack of necessary  funds for this  function.  The
   Company  resumed its research and  development  efforts in the second quarter
   fiscal 2000 when funds and personnel were available for these activities.

   Selling and  marketing  expenses  increased  to $29,596 for the three  months
   ended May 31, 2000 from $0 for the three months ended May 31, 1999.  In 1999,
   the  Company  took steps to  eliminate  marketing  staff and  eliminated  all
   advertising  in order to help conserve cash.  Management  believes that it is
   critical to  periodically  support and supplement  its sales efforts  through
   advertising,  public relations and trade-show  participation  when sufficient
   funds are  available,  and started to dedicate  limited  funds to selling and
   marketing expense in year 2000.

   General and  administrative  expenses  increased  to  $255,737  for the three
   months  ended May 31, 2000 from  $86,919 for the three  months  ended May 31,
   1999.  The unusually low general and  administrative  expenses last year were
   due to a refund of $138,875  for  insurance  premiums  that was  received and
   recorded against administrative  expenses.  Excluding the refund of insurance
   premiums,  the general and  administrative  expenses for the first quarter of
   this year are comparable to the same period last year.  Management is closely
   monitoring  and  controlling  these  expenses.  However legal and  accounting
   expenses related to newly enacted SEC requirements continue to escalate,  and
   new regulations are being adopted with increasing regularity.  These expenses
   while  burdensome  are crucial to providing and  maintaining a market for the
   Company's securities. These expenses are expected to increase in fiscal 2001,
   with  other  potential   increases  due  to  management  and  human  resource
   requirements for the Company should commercial activities increase,  and more
   funds become available for this use.

   The Company recorded net loss applicable to common stock for the three months
   ended May 31, 2000 of  $274,969.  The income  recorded  for the three  months
   ended May 31,  1999 was  $54,921.  This  change is due  partly to a refund of
   $138,875 for insurance premiums that was received and recorded last year.

   A toothbrush  and a kitchen  sponge  sanitizer  were  developed  by Otres,  a
   strategic partner, in collaboration with the Company and are the subject of a
   co-marketing agreement with the Crest and Dawn divisions of P&G. The products
   are designed to kill 99.9% of germs found on toothbrushes and kitchen sponges
   using ozone technology, and they address a growing consumer concern, that of


                                    - 12 -

<PAGE>




   reducing the spread of germs and  microorganisms,  such as  streptococci  and
   staphylococci on toothbrushes and e-coli,  salmonella and listeria on kitchen
   sponges.  The Company will receive ongoing royalty  revenues from the sale of
   those  products.  The products  were expected to be available to the consumer
   market in February 2000, and the Company had been relying,  in part, on those
   royalty  revenues to offset  operating  expenses.  However due to a series of
   situations over which the Company had no control,  product  introduction  has
   been delayed  until July 2000.  The OTRES  products,  when  released  will be
   available for purchase on the Company's website  (www.cyclopss.com),  as well
   as grocery,  appliance  and  hardware  stores,  mass  merchandisers  and drug
   stores.


   Liquidity and Capital Resources

   In December 1999, the Company  entered into an Unsecured  Promissory Note for
   $250,000 with P&G. In February 2000, the Company  received a second financing
   of a Convertible  Secured Loan for $750,000 which provides  long-term working
   capital for the Company.  $250,000 of this total was received and recorded in
   the first quarter ended May 31, 2000. The balance of $500,000 was received on
   June 19, 2000. The loan is secured by a first security interest in all of the
   Company's Intellectual  Properties and will be due and payable in full on the
   one year  anniversary  date of its  execution.  The loan  agreement  grants a
   conversion right to P&G allowing for the conversion of all or any part of the
   outstanding  loan,  including all or any part of interest due, into shares of
   the Company's common stock at anytime during the term of the loan, and at the
   sole  discretion  of P&G. The Company has, and continues to engage in several
   diverse  development and testing contracts within various departments of P&G.
   In  addition,  under  the  terms of the  agreement,  P&G will be  granted  an
   Exclusive  First  Right of Refusal for the  licensing  of all the current and
   future  technologies  of the  Company.  There  are no  assurances  that  cash
   received  from these  arrangements  will be  sufficient to meet the Company's
   operating needs through February 28, 2001.

   Cash used in operating activities was $478,877 for the three months ended May
   31, 2000  compared to $154,793  for the three  months  ended May 31,  1999. A
   large  portion of this  increase  was due to the  Company  paying off accrued
   liabilities and extremely aged accounts  payables that had been  accumulating
   for a substantial amount of time,  decreasing accrued liabilities by $364,432
   this year compared to $55,208 last year.

   Cash expenditures for property,  equipment and developed patents were $36,805
   for the three months  ended May 31, 2000  compared to $0 for the three months
   ended May 31,  1999.  This  increase was due  primarily to Company  updating,
   maintaining and filing new patents.

   Net cash provided by financing  activities for the three months ended May 31,
   2000, was $450,228.  $196,000 of this total was received from the exercise of
   certain  "Series A" warrants  in  connection  with an  offering of  1,000,000
   "Series A"  preferred  shares made in October of 1997.  These  warrants  were
   exercisable  at $.50 each, and 392,000 common shares were issued for $196,000
   upon the exercise of the same number of warrants.  $250,000 was received from
   P&G during this quarter, as part of the loan described earlier. Cash provided
   by financing activities for the three months ended May 31, 1999 was $170,705,
   due mainly to issuance of 157 shares of "Series C" preferred shares.





                                    - 13 -

<PAGE>




   Total  assets  decreased  to $454,871 for the three months ended May 31, 2000
   from $466,984 for the year ended  February 29, 2000, due to a decrease in the
   Company's cash position, after paying down a considerable portion of accounts
   payable and accrued liabilities.

   Total  current  liabilities  decreased  to  $944,093  at May  31,  2000  from
   $1,060,173 at February 29, 2000,  mainly due to decreases in accounts payable
   and accrued liabilities.


   Plan of Operation

   Under the Company's  new plan of operations it will no longer  attempt to act
   as a manufacturer or marketer of its  technologies  but will instead act as a
   technology  provider.  Its efforts  will be directed  toward the  creation of
   technology bridges for companies providing products and services. The Company
   will utilize its technology products to produce new complete processes. These
   ventures will include  suppliers of equipment and appliances and suppliers of
   disposable  or  consumable   products   modified  to  utilize  the  Company's
   proprietary  technologies  under  licensing and royalty  agreements.  The end
   result will create  interlocking  process systems that will be both effective
   and economic.  Additionally  the process systems will be sold and serviced by
   vendors and  suppliers  already  accepted by the target  markets.  This model
   provides the  manufacturers  with  technology  and new product  offerings and
   provides  the  Company  with  royalty  revenue and  commercialization  of its
   technologies  through  already  existing  manufacturing,  sales  and  service
   infrastructures.

   In the near future the Company will continue to provide low volume production
   of ozone  systems to the US Navy,  however,  the Company has entered  into an
   exclusive  relationship  with Alliance  Laundry to jointly  furnish  Eco-Wash
   ozone laundry systems to the Navy. The Company  anticipates the manufacturing
   activity  will  become  the  function  of  Alliance  or some  other  contract
   manufacturer  as demand from the Navy dictates.  The Company and Alliance are
   currently in discussions in regards to co-venturing  other commercial laundry
   markets  other  than  the  Navy.  The  Company  continues  to  seek  industry
   participants  for design and  development  work  required in modifying  their
   existing   products  to  accommodate  the   incorporation  of  the  Company's
   proprietary technologies. This model allows the Company to keep the number of
   employees limited to specific requirements of the technology application, and
   converts the Company into a technology purveyor.

   This  business  model is  illustrated  by the current  business  relationship
   between the Company,  P&G and Otres,  Inc. Cyclopss had established a working
   relationship  with P&G  early  in  1999.  In May of  1999,  the  Company  was
   approached  by the  principals  of Otres to  assist  in the  development  and
   validation of a toothbrush sanitizer and a kitchen sponge sanitizer utilizing
   ozone.  The  management of the Company  determined  the products  could be of
   great interest to P&G and, after having appropriate confidentiality documents
   executed, Otres agreed to allow the Company to introduce the product concepts
   to P&G. P&G  determined  they had products  that would lend  themselves  to a
   co-marketing  relationship  with the Otres  appliances as long as the product
   development was responsibly  executed and the technology  application  proved
   safe and  effective.  Both  Otres  and P&G  engaged  the  Company  for  these
   activities.  The Company  manages the  relationship  with P&G for Otres under
   contract, and contributed to the execution of co-marketing agreements between
   Otres and CREST(R) for the  toothbrush  sanitizer,  and Otres and DAWN(R) for
   the kitchen sponge  sanitizer that were announced at the  International  Home
   Appliance  Show in Chicago on January 16,  2000.  The Company  negotiated  to
   receive an ongoing royalty from the sale of these appliances,  which provides
   the potential for significant future revenues with minimal related costs.


                                    - 14 -

<PAGE>




   To better  provide  the  personnel  required  under this  business  model the
   Company  moved its  Research  and  Development  activities  to New  Mexico in
   February 2000. The Company  maintains a limited  administrative  staff in its
   current offices in Salt Lake City, Utah, as well as the Biochem division.

   The Company  anticipates its revenues as well as the source of those revenues
   to   change   significantly   through   establishment   of  these   types  of
   relationships.  However,  there can be no  assurance  that the  financing  as
   completed  with P&G will be sufficient to offset cash demands,  nor can there
   be any assurance that any of the Company's  products will be accepted in such
   numbers as to make the royalty revenues  significant enough to cover the cost
   of operation.

   Even with  sufficient  funds  available,  the  ongoing  challenge  facing the
   Company is that of educating potential partners, government, industry and the
   end  consumer  about the  benefits of ozone.  Ozone is a  naturally-occurring
   phenomenon that is usually  associated with  photochemical smog or an eroding
   level of protection in our atmosphere.  It is the Company's intent to provide
   this education and show the beneficial  side of ozone-  decontamination.  For
   industry, ozone is a cost competitive and environmentally-friendly  answer to
   microbial contaminates.  For the consumer, ozone kills harmful microorganisms
   quickly and leaves behind no chemical residue.

   The Biochem  products  will  continue to be driven by customer  requests  and
   increased sales will be derived from contract  product  development.  Current
   sales  activities  will be evaluated and  alternatives  looked for to improve
   profit  margins.  Joint efforts will continue  with Foster  Miller,  Inc., in
   order to create a market for Biochem's monomer to the aerospace industry.

   The information  set forth herein as to anticipated  research and development
   costs,  equipment  purchases and increase in employees are management's  best
   estimates  based upon current plans.  Actual  expenditures  may be greater or
   less than such estimates depending on many factors including, but not limited
   to the availability of new technologies, the completion or lack of completion
   of certain strategic alliances,  and the timing and successful  completion of
   the Company's stated requirement to acquire  additional  operating and growth
   capital,  industry  initiatives,   success  of  the  Company's  research  and
   development efforts, and other factors.

   From  time to  time,  the  Company  may  publish  forward-looking  statements
   relating  to such  matters as  anticipated  financial  performance,  business
   prospects, technological developments, new products, research and development
   activities and similar matters. The private Securities  litigation Reform Act
   of 1995 provides a safe harbor for forward  looking  statements.  In order to
   comply with the terms of the safe harbor, the Company notes that a variety of
   factors could cause the  Company's  actual  results and  experience to differ
   materially from the anticipated  results or other  expectations  expressed in
   the Company's forward looking  statements.  The risks and uncertainties  that
   may  affect  the  operations,  performance,  development  and  results of the
   Company's business include, but are not limited to, the following:

1.   Market acceptance of the Company's products;

2.   Obtaining  sufficient  additional  operating capital in the form of debt or
     equity;

3.   The existence of an orderly market in the Company's securities;

4.   Increased sales of the various products of the Company;

5.   Continued success in the Company's research and development activities; and

6.   Successful completion of strategic alliances.




                                    - 15 -

<PAGE>




   PART II - OTHER INFORMATION

      Item 1.     Legal Proceedings.None.

      Item 2.     Changes in Securities and use of proNone.

      Item 3.     Defaults Upon Senior SecuritieNone.

      Item 4.     Submission of Matters to a Vote of Security HoldNone.

      Item 5.     Other Information.

      Item 6.     Exhibits  and  Reports on Form S-8.  To  register  Executive
                  Employee Stock Option Agreements, register shares for director
                  fees, legal and consulting fees.








                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended,  the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                          CYCLO3PSS CORPORATION


   Date: July 14, 2000                    By/s/ William R. Stoddard
                                          -----------------------
                                          William R. Stoddard
                                          Chief Executive Officer
                                          Principal Executive Officer



   Date: July 14, 2000                    By/s/ Mondis Nkoy
                                          ----------------------------------
                                          Mondis Nkoy
                                          Controller, Corporate Secretary
                                          Principal Financial Officer



                                    - 16 -