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 November 30, 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, Urah                           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 January 12, 2001 - 30,082,982  shares of $.001
par value Common Stock.


                      DOCUMENTS INCORPORATED BY REFERENCE: NONE

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



<PAGE>





                                       FORM 10-QSB

                             Financial Statements and Schedules
                                    Cyclo3pss Corporation

                      For Three and Nine Months Ended November 30, 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 Flow..............7
           Notes to Condensed Consolidated Financial Statements........8

   Item 2. Management's Discussion and Analysis or
           Plan of Operations.........................................12

                            PART II - OTHER INFORMATION

   Item 1. Legal Proceedings .........................................18

      Item 2Changes in Securities.....................................18

      Item 3Defaults Upon Senior Securities...........................18

      Item 4Submission of Matters to a Vote of Security Holders.......18

      Item 5Other Information.........................................18

      Item 6Exhibits..................................................18









                                      - 2 -

<PAGE>






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





                                                     November 30   February 29
                                                         2000          2000
                                                    ------------- -------------
  Assets

   Current assets:

      Cash                                             $65,206       $107,565
      Accounts receivable                              139,214         70,723
      Notes receivable                                  80,000             --
   Inventories                                          17,930         17,930
      Prepaid expenses                                   5,466          5,815
                                                    ------------- -------------
  Total current assets                                 307,816        202,033

  Property and equipment, net                           77,113        135,521

  Other assets:
      Acquired patents, net                             45,507         72,807
      Developed patents and other, net                  62,724         56,623
                                                    ------------- -------------
                                                      $493,160       $466,984
                                                    ============= =============







                                      - 3 -

<PAGE>




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

<TABLE>
<CAPTION>
                                                               November 30   February 29
                                                                   2000         2000
                                                              ---------------------------
<S>                                                            <C>           <C>
   Liabilities and stockholders' equity (deficit)

  Current liabilities:
      Accounts payable                                            $96,487     $256,955
      Accrued liabilities                                         180,809      449,440
      Note Payable                                              1,000,000      250,000
      Current portion of capital lease obligations                    694        3,778
      Deferred Revenue                                            100,000      100,000
                                                              ---------------------------
  Total current liabilities                                     1,377,990    1,060,173

  Commitments and contingencies

   Stockholders' equity (deficit):
    Preferred stock:
      Preferred stock issuable in series: par value $.01,
          4,500,000 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; 716 and 900 shares issued and
            outstanding at November 30, 2000 and February 29,
            2000, respectively                                         7            9
         Series "C" convertible preferred stock; 550 shares
            authorized; none and 75 shares issued and
            outstanding at November 30, 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; 29,243,975 shares issued at November
           30, 2000 and 25,226,066 shares issued at February
           29, 2000                                                29,244       25,225
      Additional paid-in capital                               19,555,931    19,028,410
      Accumulated deficit                                     (19,968,823)  (19,145,645)
      Less treasury stock, 264,000 common shares at cost         (501,545)     (501,545)
                                                              ---------------------------
      Total stockholders' equity (deficit)                       (884,830)     (593,189)
                                                              ---------------------------
                                                                 $493,160      $466,984
                                                             =============================
</TABLE>


   See accompanying notes to condensed consolidated financial statements


                                      - 4 -

<PAGE>






   CYCLO3PSS CORPORATION
   Condensed Consolidated Statements of Operations
-------------------------------------------------------------------------------
   (UNAUDITED)





                                                    For the three months ended
                                                           November 30,
                                                        2000           1999
                                                  -------------- --------------

   Net revenues                                        $124,876       $268,543

   Costs and expenses:
      Cost of sales                                      84,598         97,573
      Research and development                           17,793             --
      Selling and marketing                              27,264             --
      General and administrative                        148,606        382,739
      Depreciation and amortization                      26,428         27,981
                                                  -------------- --------------
                Total expenses                          304,689        508,293

  Loss from operations                                (179,813)      (239,750)
  Interest income                                           519             --
  Interest expense                                           --          (169)
                                                  -------------- --------------
  Net loss                                            (179,294)      (239,919)
   Preferred stock dividends                                 --        (8,499)
                                                 -------------- --------------
   Net loss applicable to common stock               $(179,294)     $(248,418)
                                                 ============== ==============
   Basic and dilutive net loss per common share          $(.01)         $(.01)
                                                 -------------- --------------
    Weighted average number of common shares
     issued and outstanding                         28,610,961     18,025,784
                                                 ============== ==============








   See accompanying notes to condensed consolidated financial statements




                                      - 5 -

<PAGE>






   CYCLO3PSS CORPORATION
   Condensed Consolidated Statements of Operations
 -----------------------------------------------------------------------------
   (UNAUDITED)





                                                    For the nine months ended
                                                           November 30,
                                                        2000           1999
                                                  -------------- --------------

   Net revenues                                        $350,041       $754,478

   Costs and expenses:
      Cost of sales                                     285,112        345,680
      Research and development                           51,638             --
      Selling and marketing                              92,846             --
      General and administrative                        625,994        709,705
      Depreciation and amortization                     120,195         88,868
                                                 -------------- --------------
                Total expenses                        1,175,785      1,144,253

  Loss from operations                                (825,744)      (389,775)
   Litigation settlement expense                            ---      (853,000)
  Interest income                                         2,697             15
  Interest expense                                        (131)          (747)
                                                 -------------- --------------
  Net loss                                            (823,178)    (1,243,507)
   Preferred stock dividends                                ---       (25,497)
                                                 -------------- --------------
   Net loss applicable to common stock               $(823,178)    $(1,269,004)
                                                 =============================
   Basic and dilutive net loss per common share          $(.03)         $(.07)
                                                 -------------- --------------
    Weighted average number of common shares
     issued and outstanding                         27,694,704     16,753,956
                                                 =============================
-------------------------------------------------------------------------------
   See accompanying notes to condensed consolidated financial statement


                                      - 6 -

<PAGE>







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


<TABLE>
<CAPTION>
                                                                    For the nine months ended
                                                                             November 30,
                                                                       2000            1999
                                                                  --------------------------------
<S>                                                                 <C>            <C>
  Cash flows from operating activities:
      Net loss                                                      $(823,178)     $(1,243,507)
      Adjustments to reconcile net loss to net cash used in operating
            activities:
     Depreciation and amortization                                    120,195           88,870
             Common stock issued for legal settlement                      --          853,000
             Common stock issued to board in lieu of compensation          --           13,750
             Common stock issued for services                         177,060               --
             Changes in operating assets and liabilities:
       Decrease in accounts receivable                               (148,491)         (43,372)
       Increase in inventories                                             --           11,818
       Decrease in prepaid expense                                        349           42,128
      (Decrease) increase in accounts payable and accrued            (429,099)         146,982
         liabilities
                                                                  --------------------------------
  Net cash used in operating activities                            (1,103,164)        (130,331)
                                                                  --------------------------------
  Cash flows from investing activities:
      Disposal and purchase of property and equipment                   6,215             (802)
      Addition to developed patents and other                         (46,803)         (11,876)
                                                                  --------------------------------
  Net cash used in investing activities                               (40,588)         (12,678)
                                                                  --------------------------------

  Cash flows from financing activities:
      Proceeds from issuance of common stock                          150,000          156,825
      Proceeds from issuance of warrants                              196,000               --
      Proceeds from issuance and exercise of stock options              8,477           18,000
      Proceeds from notes payable                                     750,000               --
      Principal payments under capital lease obligations               (3,084)          (7,743)
                                                                  --------------------------------
  Net cash provided by financing activities                         1,101,393          167,082
                                                                  --------------------------------

  Net decrease (increase) in cash                                     (42,359)          24,073

  Cash at beginning of period                                         107,565           36,018
                                                                  --------------------------------
  Cash at end of period                                               $65,206          $60,091
                                                                  ================================

   Non-cash financing activities:                                 $        --         $  8,499
   Issuance of preferred stock dividend
                                                                  ================================
</TABLE>

   See accompanying notes to condensed consolidated financial statements.




                                             - 7 -

<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 ("Company") as
   of November 30, 2000,  and the results of its  operations  and its cash flows
   for the interim  periods ended  November 30, 2000 and November 30, 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  subsidiaries.  All  intercompany  balances and transactions
   have been eliminated.

   Inventory

   Inventory  primarily  consists of raw material  related to the  production of
   "VAC" soil laundry counting system.



                                    - 8 -

<PAGE>






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


   1.  Summary of Significant Accounting Policies (continued)

    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.

   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 November 30, 2000 of $19,968,823  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 nine months ended November 30, 2000 was $823,178 and for
   the year ended  February 29, 2000 was  $1,960,414.  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 $65,206 at November
   30, 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.
   CYCLO3PSS CORPORATION




                                    - 9 -

<PAGE>




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


   2.  Basis of Presentation (continued)

   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.

   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 Letter of  Intent on  December  10,  1999.  The
   agreement  allowed for two separate  financings  by P&G to the  Company.  The
   first, a Secured Convertible  Promissory Note for $250,000,  was executed and
   funded  in  concert  with the  signing  of the  Letter  of Intent in order to
   relieve the  immediate  and critical cash  requirements  of the Company.  The
   second Secured  Convertible  Promissory Note for $750,000 provides  long-term
   working capital for the Company.  The entire  $1,000,000 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,  February 1, 2001.  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 two business units,  Cyclopss Laundry  Systems,  Inc. and Eco-Pure
   Food processing Systems,  Inc. During the nine months ended November 30, 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, other receivables,  prepaid expenses, property and equipment and
   corporate payables.


                                    - 10 -

<PAGE>






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


   4. Segment Information (continued)

<TABLE>
<CAPTION>
                                      For three months ended           For nine months ended
                                 Nov. 30, 2000    Nov. 30, 1999    Nov. 30, 2000    Nov. 30, 1999
                                ---------------  ---------------  ---------------  ---------------
<S>                               <C>              <C>              <C>               <C>
   Net revenues
        Ozone products              $ 74,729        $ 200,693        $ 157,136         $448,822
        Biochemical products          50,147           67,850          192,905          305,656
                                ---------------  ---------------  ---------------  ---------------

        Total Revenue              $ 124,876        $268,543          $350,041         $754,478
                                ===============  ===============  ===============  ===============

   Operating income (loss)
        Ozone products             $ (57,250)       $ 15,297        $ (200,240)       $ (15,007)
        Biochemical products            (602)         (5,734)            23,341          71,075
                                ---------------  ---------------  ---------------  ---------------
        Total operating income (loss)(57,852)          9,563           (176,899)         56,068

        Corporate expenses          (121,961)       (249,313)          (648,845)     (1,298,843)
        Interest income                  519              --              2,697              15
        Interest expense                  --            (169)              (131)           (747)
                                ---------------  ---------------  ---------------  ---------------
        Net income (loss)         $ (179,294)     $ (239,919)       $  (823,178)   $ (1,243,507)
                                ===============  ===============  ===============  ===============

   Identifiable assets
        Ozone products                                                 $227,819        $251,693
        Biochemical products                                             71,356         107,334




        General corporate assets                                        193,985        171,889
                                                                   -------------- ---------------
        Total assets                                                   $493,160       $530,916
                                                                   ============== ===============
</TABLE>




   5. Stockholders' Equity

   During the nine months ended November 30, 2000, the Company had the following
   equity  transactions:  184 Series "B"  preferred  shares  were  redeemed  for
   1,879,988  unrestricted  common shares pursuant to the legal  settlement with
   Mifal  Kilta et al. in  September  of 1999.  Also,  75  shares of Series  "C"
   convertible  preferred  stock were  converted  into 744,250  shares of common
   stock.  392,000  common  shares were issued for $196,000 upon the exercise of
   warrants,  and  350,000  shares  were  issued  in lieu of  cash  payment  for
   services.  167,800  shares were issued in  connection  with exercise of stock
   options by the  Company's  employees.  Finally  483,871  shares are due to be
   issued in connection to a private  placement of the company's common stock as
   described in Liquidity and Capital Resources of this 10-QSB.







                                    - 11 -

<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 processing 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.
   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 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.

   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.









                                    - 12 -

<PAGE>






   Results of Operations

   The Company's  revenues were $124,876 for the three months ended November 30,
   2000 compared to $268,543 for the three months ended  November 30, 1999.  The
   revenues were  $350,041 for the nine months ended  November 30, 2000 compared
   to $754,478 for the nine months ended  November 30, 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  November  30,  2000 was  $40,278
   compared to $170,970 for the three months ended  November 30, 1999. The gross
   margin for the nine months ended  November  30, 2000 was $64,929  compared to
   $408,798 for the nine months ended  November 30, 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 $17,793 and $51,638 for the
   three and nine months ended November 30, 2000,  respectively  from $0 for the
   three and nine months ended  November 30, 1999.  The Company  eliminated  all
   research  and  development  costs  during  the  three and nine  months  ended
   November 30,  1999,  due to lack of necessary  funds for this  function.  The
   Company resumed its research and  development  efforts in the last quarter of
   fiscal 2000 when funds and personnel were available for these activities.

   Selling and marketing expenses increased to $27,264 and $92,846 for the three
   and nine months ended November 30, 2000, respectively,  from $0 for the three
   and nine months  ended  November 30, 1999.  In 1999,  the Company  eliminated
   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 the last quarter
   of fiscal 2000.

   General and  administrative  expenses  decreased  to  $148,606  for the three
   months  ended  November  30, 2000 from  $382,739  for the three  months ended
   November 30, 1999. General and administrative  expenses slightly decreased to
   $625,994  for the nine months ended  November 30, 2000 from  $709,705 for the
   nine  months  ended   November  30,  1999.  The  unusually  low  general  and
   administrative  expenses  last  year  were due to a refund  of  $138,875  for
   insurance premiums that was recorded against  administrative  expenses in the
   first  quarter.  Management  is  closely  monitoring  and  controlling  these
   expenses.  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 stockholders for the three
   months ended November 30, 2000 of $179,294 compared to $248,418 for the three
   months ended  November 30, 1999. Net loss  applicable to common  stockholders
   for the  nine  months  ended  November  30,  2000  of  $823,178  compared  to
   $1,269,004 for the nine months ended November 30, 1999. The Company  recorded
   $853,000 in legal  settlement  expenses  in  connection  with the  settlement
   agreement it




                                    - 13 -

<PAGE>




   reached with Mifal Klita et al. in September of 1999.  During the period from
   May through August 1996,  the Company sold its series B preferred  stock in a
   private placement offering to certain investors pursuant to the provisions of
   Regulation  S. One of these  investors,  Mifal  Klita,  a purported  Canadian
   company,  filed  suit  against  the  Company  demanding  the  removal  of the
   restrictive investment legend which the Company caused to be placed on common
   shares issued  pursuant to the conversion of series B preferred  shares.  The
   suit was filed in the Court of Chancery in the State of Delaware, which ruled
   in favor of the Company on April 8, 1997 and  dismissed  Mifal  Klita's suit.
   Subsequently,  Mifal Klita  refiled an amended suit in the Superior  Court of
   the State of Delaware.  The final settlement agreement reached by the parties
   involved,  entitled  Mifal Klita to the  conversion of the series B preferred
   shares into  unrestricted  common  stock of the Company plus shares for legal
   fees and other provisions stated in the original agreement.  The unrestricted
   common stock is being disbursed monthly over a two year period.

   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
   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 became  available to the consumer  market,  via
   internet sales, in September 2000. The Otres products have been available for
   purchase on the Company's website  (www.cyclopss.com) since October 1999. The
   Company  anticipates  that  Otres  products  will be  available  in  grocery,
   appliance and hardware stores,  mass merchandisers and drug stores within six
   months.


   Liquidity and Capital Resources

   In December 1999, the Company entered into a Secured  Convertible  Promissory
   Note for  $250,000  with P&G. In February  2000,  the Company  entered into a
   second financing of a Secured Convertible  Promissory Note for $750,000 which
   provides  long-term  working  capital for the  Company.  With  respect to the
   second $750,000 Note, $250,000 in cash was received and recorded in the first
   quarter  ended May 31, 2000.  The balance of $500,000 in cash was received on
   June 19,  2000.  The entire  $1,000,000  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,  February
   3, 2001. 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  unrestricted common stock
   at anytime  during the term of the loan,  and at the sole  discretion of P&G.
   Subsequent  to the  quarter  end,  P&G  and the  Company  have  entered  into
   negotiations  which would provide for the  conversion of $500,000 of the loan
   principal to equity,  and extension of the loan due date to February of 2002,
   and the  payment of any  interest  accrued to date  through  the  issuance of
   common stock. There can be no assurance that these negotiations will continue
   or that they will fruitful and that an agreement will be reached.

   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   purchase  or  license  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.



                                    - 14 -

<PAGE>






   Cash used in operating  activities  was  $1,103,164 for the nine months ended
   November 30, 2000 compared to $130,331 for the nine months ended November 30,
   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.  There was a  decrease  of
   $429,098 in accounts  payable  and  accrued  liabilities  for the nine months
   ended  November  30, 2000  compared  to an increase of $146,982  for the same
   accounts for the nine months ended November 30, 1999.

   Net cash  expenditures  for property,  equipment  and developed  patents were
   $40,588 for the nine months ended  November 30, 2000  compared to $12,678 for
   the nine months ended  November 30, 1999.  This increase was due primarily to
   Company updating, maintaining and filing new patents.

   Net cash provided by financing  activities for the nine months ended November
   30, 2000 was $1,101,393. Proceeds of $196,000 were received from the issuance
   of 392,000  common  shares upon the  exercise of the same number of warrants.
   $750,000  was  received  from  P&G  during  this  period  as part of the loan
   described  earlier.  $150,000  was received  from a private  placement of the
   Company's  common  stock at $.31  (thirty  one  cents)  in  October  of 2000.
   Subsequent ot November 30, 2000, the Company  received an additional  $40,000
   in proceeds as a continuation of its private  placement of common stock. Cash
   provided by financing  activities for the nine months ended November 30, 1999
   was  $167,082,  due mainly to issuance of 157 shares of "Series C"  preferred
   shares.

   Total assets  increased to $493,160 at November 30, 2000 from  $466,984 as of
   February 29, 2000.  This  increase was mainly due to increase in accounts and
   notes  receivable  from  $70,723 at February 29, 2000 to $219,214 at November
   30, 2000, offset by depreciation of fixed assets, amortization of patents and
   a decrease in cash.

   Total current  liabilities  increased to $1,377,990 at November 30, 2000 from
   $1,060,173 at February 29, 2000,  mainly due to the increase in notes payable
   from  $250,000 to  $1,000,000,  offset by a decrease  in accounts  payable of
   $160,468 and a decrease in accrued liabilities of $268,631.

   Plan of Operation

   Under the Company's new plan of operations and revised  operations  strategy,
   it will no longer attempt to act as a large volume  manufacturer  of products
   using the  Company's  technology.  Instead,  the Company  intends to act as a
   provider  of  specialized   and   proprietary   technologies  to  others  and
   manufacture small quantities of its products. The Company will direct efforts
   toward the creation of technology  bridges for other  companies  that will in
   turn use the Cyclopss  technologies  to develop new  products,  processes and
   services.  The  Company  envisions  that it will be able to create  strategic
   alliances,   joint  ventures  and  other  partnerships  with   manufacturers,
   equipment  suppliers,  and  manufacturers  and  suppliers of  disposable  and
   consumable products to utilize the Company's proprietary technologies under a
   variety of licensing  and royalty  structures.  This new business  model will
   permit the Company to better commercialize its technology,  without having to
   take  on  the  significant   cost  of  developing   individual   products  or
   manufacturing processes. Revenues will




                                    - 15 -

<PAGE>




   be   derived   through   royalty   and   licensing   arrangements   from  the
   commercialization   of  the  Company's  products  as  well  as  research  and
   development  efforts and services  performed on behalf of others.  This model
   will allow the Company to more efficiently utilized its limited resources and
   provide a more effective means of commercializing its significant technology.

   The Company sold an EcoWash  ozone laundry  system to the US Navy,  which was
   shipped in the third quarter 2000 and paid in the fourth quarter 2000.  Also,
   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 may
   provide for potential future revenues with minimal related costs.

   On  October  6,  2000 the  Company  entered  into a "Term  Sheet/  Letter  of
   Agreement" to acquire  Oxidyn  Incorporated,  a North  Carolina  Corporation.
   Oxidyn  manufactures and sells patented  proprietary ozone sanitation systems
   to the food and beverage  industries.  The acquisition is subject to a number
   of specific  conditions  including  the  completion  of due deligince by each
   party,  and providing Oxidyn with operationg cost of $40,000 a month. To date
   the  Company  has made a loan of $80,000  to  Oxidyn.  As of the date of this
   filing Oxidyn's  preliminary  audit suggest it will be unable to meet certain
   primary  conditions  of the  agreement.  The  Company  will  incur no further
   expenses regarding the transaction unless new terms can be negotiated.


   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, and its
   Biochemical  division  in its  current  offices  in  Salt  Lake  City,  Utah.
   Subsequent  to the quarter  end the  Company  has reduced the  administrative
   space in Salt Lake City, Utah from 6,400 square feet to 1,260 square feet, by
   subleasing the extra space.



                                    - 16 -

<PAGE>






   The Company  anticipates its revenues as well as the source of those revenues
   to change  significantly  through  establishment  of these types of strategic
   alliance 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.






                                    - 17 -

<PAGE>




    PART II - OTHER INFORMATION

      Item 1.     Legal Proceedings.   None

      Item 2.     Changes in Securities.  None.

      Item 3.     Defaults Upon Senior SecuritieNone.

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

      Item 5.     Other Information.

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

              6(b)Exhibits and Reports on Form S-3. To register 3,573,024 shares
                  of  Common  stock  that  may be  used  by P&G in  lieu of cash
                  repayment  of the  $1,000,000  Promissary  Note  as  described
                  above.

              6(c)Exhibits and Reports on Form 8-K.   To report on the possible
                  acquisition of Oxidyn Incorporated , by Cyclopss Corporation.


<PAGE>

                                   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: January 15, 2001                 By/s/ William R. Stoddard
                                          ----------------------------
                                          William R. Stoddard
                                          Chief Executive Officer
                                          Principal Executive Officer


   Date: January 15, 2001                 By/s/ Mondis Nkoy
                                          -----------------------------
                                          Mondis Nkoy
                                          Controller, Corporate Secretary
                                          Principal Financial Officer








                                    - 18 -