===============================================================================

                     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, 1999

                                       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, 1999 - 17,779,482 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, 1999

     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..............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 2. Changes in Securities......................................16

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

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

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

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

   Item 6(b)  Exhibits and Reports on Form S-8........................16




                                      - 2 -

<PAGE>

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




                                                      May 31      February 28
                                                       1999        1999 999
                                                   ------------ --------------
  Assets

   Current assets:

      Cash                                            $51,930        $36,018
      Accounts receivable                             243,283         47,578
      Inventories                                      65,589         65,348
      Prepaid expenses                                 48,248         45,128
                                                   ------------ --------------
  Total current assets                                409,050        194,072

  Property and equipment, net                         208,394        232,935

   Other assets:
      Acquired patents, net                           103,510        109,210
      Developed patents and other, net                 51,570         57,390
                                                   ------------ --------------
                                                     $772,524       $593,607
                                                   ============ ==============







                                      - 3 -

<PAGE>




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


<TABLE>
<CAPTION>
                                                                       May 31    February 28
                                                                        1999        1999
                                                                    -------------------------
<S>                                                                  <C>           <C>

  Liabilities and stockholders' equity

  Current liabilities:
      Accounts payable                                                $189,323     $239,140
      Accrued liabilities                                              143,642      149,033
      Current portion of capital lease obligations                       9,163        9,505
                                                                    -------------------------
  Total current liabilities                                            342,128      397,678


   Long-term portion of capital lease obligations                         --          3,778


  Commitments and contingencies

   Stockholders' equity:
    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; 1,190 shares issued and
            outstanding                                                     12           12
         Series "C" convertible preferred stock; 550 shares
            authorized; 363 and 206 shares issued and
            outstanding at May 31, 1999 and February 28,
            1999, respectively                                               4            2
      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; 17,779,482 shares issued at May 31,
          1999 and 17,599,482 shares issued at February 28,
          1999                                                          17,779       17,599
      Additional paid-in capital                                    18,035,601   17,860,958
      Accumulated deficit                                          (17,121,811) (17,185,231)
      Less treasury stock, 264,000 common shares at
        cost                                                          (501,545)    (501,545)
                                                                  ---------------------------
      Total stockholders' equity                                       430,396      192,151
                                                                  ---------------------------
                                                                      $772,524     $593,607
                                                                  ============================
</TABLE>


   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, ended
                                                          1999           1998
                                                   -------------- --------------

   Net revenues                                        $316,732       $323,391

   Costs and expenses:
      Cost of sales                                     129,999        278,106
      Research and development                               --        114,822
      Selling and marketing                                  --        110,159
      General and administrative                         86,919        553,064
      Depreciation and amortization                      36,061        103,671
                                                   -------------- --------------
                Total expenses                          252,979      1,159,822

  Income (loss) from operations                          63,753      (836,431)
  Interest income                                            15         2,305
  Interest expense                                         (348)       (1,424)
                                                   -------------- --------------
  Net income (loss)                                      63,420      (835,550)
   Preferred stock dividends                             (8,499)      (38,958)
                                                   -------------- --------------
   Net income (loss) applicable to common stock         $54,921     $(874,508)
                                                   ============== ==============
   Net income (loss) per common share                        --          (.05)
                                                   -------------- --------------
    Weighted average number of common shares
       issued and outstanding                        18,115,669    16,013,295
                                                   ============== ==============







   See accompanying notes to condensed consolidated financial statements







                                      - 5 -

<PAGE>




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


<TABLE>
<CAPTION>

                                                                    For the three months ended
                                                                              May 31,
                                                                       1999            1998
                                                                --------------------------------
<S>                                                                <C>            <C>
  Cash flows from operating activities:
      Net income (loss)                                             $63,420        $(835,550)
      Adjustments to reconcile net income (loss) to
       net cash used in operating activities:
     Depreciation and amortization                                   36,061          103,671
     Changes in assets and liabilities:
       Increase in accounts receivable                             (195,705)        (119,009)
       (Increase) decrease in inventories                              (241)           2,513
       Increase in prepaid expenses                                  (3,120)         (20,270)
       Decrease in accounts payable and accrued liabilities         (55,208)        (427,303)
                                                                --------------------------------
  Net cash used in operating activities                            (154,793)      (1,295,948)
                                                                --------------------------------
  Cash flows from investing activities:
      Purchase of property and equipment                              ----           (20,455)
      Addition to developed patents and other                         ----            (5,817)
                                                                --------------------------------
  Net cash used in investing activities                               ----           (26,272)
                                                                --------------------------------
  Cash flows from financing activities:
   Proceeds from issuance of common stock                             ----         1,395,004
   Proceeds from issuance of preferred stock                        156,825             ----
      Proceeds from exercise of stock options                        18,000           11,800
      Principal payments under capital lease obligations             (4,120)          (7,041)
                                                                --------------------------------
  Net cash provided by financing activities                         170,705        1,399,763
                                                                --------------------------------
  Net increase in cash                                               15,912           77,543

  Cash at beginning of period                                        36,018          573,161
                                                                --------------------------------
  Cash at end of period                                              51,930         $650,704
                                                                ================================
</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 28, 1999 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 May 31, 1999, and the results of its operations and its cash flows for the
   interim  periods ended May 31, 1999 and May 31, 1998.  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 28, 1999.

   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 and
   laundry  sorting  and  counting  systems  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 surgical, medical and other instruments.

   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.

   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)

   Net Income (Loss) per Common Share

   Net income (loss) per common share is calculated after deduction of preferred
   stock  dividends  divided by the weighted  average number of shares of common
   stock  issued and  outstanding  during the period.  Income  (loss) per common
   share for preferred stock  dividends was not significant  (less than one cent
   per share). The Company excluded 5,551,451 and 5,519,173 options and warrants
   from the weighted average shares outstanding  computation at May 31, 1999 and
   February 28, 1999, respectively as their effect would be anti-dilutive.

   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,  1999 of  $17,121,811  and  $17,185,231  at
   February 28, 1999,  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  28,  1999 was  $3,232,857  and the
   Company  recorded  net income of $63,420 for the three  months  ended May 31,
   1999. To date, the Company has funded its operations through the issuances of
   common and preferred stock.  The Company  anticipates a net loss for the year
   ended  February 28, 2000,  and with a cash balance of $51,930 at May 31, 1999
   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.



                                    - 8 -

<PAGE>




   CYCLO3PSS CORPORATION
   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.


   3. Contingencies

   The Company is involved in certain  legal  actions and claims  arising in the
   ordinary course of business.  Management  believes,  based on advice of legal
   counsel,  that such litigation and claims will be resolved  without  material
   effect  on  the  Company's  consolidated   financial  position,   results  of
   operations or cash flows.  These matters are described in the Company's  Form
   10-KSB for the year ended February 28, 1999.


   4. Segment Information

   During the three months ended May 31, 1999 and 1998, the Company  operated in
   three principal industries;  the manufacture,  sale and installation of ozone
   food processing products ("food safety products"); the manufacture,  sale and
   installation  of ozone washing and laundry  sorting and counting  systems for
   commercial  and  institutional   laundries  ("textile  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.




                                    - 9 -

<PAGE>




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


   4. Segment Information (continued)

<TABLE>
<CAPTION>
                                                           For three months ended
                                                     May 31, 1999          May 31, 1998
                                                  _______________________________________
   <S>                                               <C>                    <C>
   Net revenues
      Food Safety products                             $111,535              $156,000
      Textile products                                   96,764               102,894
      Biochemical products                              108,433                64,497
                                                     -------------         -------------
      Total Revenue                                    $316,732              $323,391
                                                     =============         =============

   Operating income (loss)
      Food Safety products                             $ 84,668               $(12,998)
      Textile products                                  (14,758)              (327,950)
      Biochemical products                               32,218                 (9,746)
                                                     -------------         -------------
      Total operating income (loss)                     102,128               (350,694)

      Corporate expenses                                (38,375)              (485,737)
      Interest income                                        15                  2,305
      Interest expense                                     (348)                (1,424)
                                                     -------------         -------------
      Net income (loss)                              $   63,420             $ (835,550)
                                                     =============         =============

   Identifiable assets
      Food Safety products                             $110,268               $110,989
      Textile products                                  403,670                897,510
      Biochemical products                              160,284                270,808

      General corporate assets                           98,302                817,744
                                                     -------------         -------------
      Totals assets                                    $772,524             $2,097,051
                                                     =============         =============

</TABLE>

                                    - 10 -

<PAGE>





                                 PART I - ITEM 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                               OR PLAN OF OPERATION

   General

   Cyclopss  Corporation  is  primarily  engaged in the  design,  manufacturing,
   assembly,  sales  and  installation  of ozone  application  technologies  and
   processes.  The Company's  main product lines offer an alternative to address
   food  safety  concerns  and  laundry   disinfection  and  efficiency.   Ozone
   disinfectant technology is proven to reduce microbial counts on food products
   without the  potential for the  development  of immunity or resistance by the
   microbial  organism  and build up of chemicals  on the final  product.  Ozone
   laundry systems enable users to reduce costs  associated  with labor,  water,
   energy, chemical, textile replacement and wastewater.

   The Company also markets an  automated   sorting  and  counting  system  for
   commercial  laundries.  Other non-ozone based products offer by the Company
   include more than 350 specialty chemicals and compounds.  The Company holds
   patents for medical  sterilization  processes and plans to resume  research
   and  development  activities in this field within the next few years,  when
   sufficient funds are available. . Results of Operations

   The Company's  revenues were $316,732 for the three months ended May 31, 1999
   compared to $323,391 for the three  months  ended May 31, 1998.  Three of the
   Company's  wholly owned  subsidiaries  currently  contribute to the Company's
   gross revenues,  Eco-Pure Food Safety Systems, Inc. (EPFS),  Cyclopss Laundry
   Systems, Inc. (CLS) and Cyclopss Biochemical Corporation (CBC). The Company's
   gross margin for the three months ended May 31, 1999 was $186,733 compared to
   $45,285 for the three months ended May 31, 1998.  The Company has taken steps
   to control cost of sales by reducing management, employees, production space,
   and any other unnecessary expense. The Company expects revenue to increase in
   the upcoming  quarters,  due to managements  efforts to locate new customers.
   The Company also  expects cost of sales to increase at a relative  proportion
   to the revenue.

   Research and development  expenses decreased to $0 for the three months ended
   May 31, 1999 from  $114,822  for the three  months  ended May 31,  1998.  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  believes  it is  necessary  and intends to resume its  research  and
   development  efforts in the current year when more funds are  available or if
   it can  locate  strategic  partners  that  are  able  to  fund  research  and
   development efforts.

   Selling and marketing expenses decreased to $0 for the three months ended May
   31, 1999 from  $110,159 for the three months ended May 31, 1998.  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.




                                    - 11 -

<PAGE>






   General and administrative expenses decreased to $86,919 for the three months
   ended May 31, 1999 from $553,064 for the three months ended May 31, 1998, due
   to a decrease in management employment, shareholder relations and legal fees.
   Management  has taken steps to reduce  these costs in order to help  conserve
   the limited cash  available.  Management  will continue to review and control
   these costs, but believes general and  administrative  expenses in the coming
   quarters of fiscal 2000 will  increase due to management  and human  resource
   requirements  for the Company  should sales and other  commercial  activities
   increase, and should more funds become available.

   Interest  expense  declined to $348 for the three  months  ended May 31, 1999
   compared  with $1,424 for the three  months  ended May 31,  1998,  due to the
   conversion  of all long-term  debt to common stock and lower lease  payments.
   The Company is not in a financial position to borrow from traditional sources
   and anticipates low interest  expense in fiscal 2000. The Company has minimum
   debt and intends to fund its operations through  non-interest bearing capital
   sources.

   The Company  recorded  net income  applicable  to common  stock for the three
   months ended May 31, 1999 of $54,921.  The loss incurred for the three months
   ended May 31, 1998 was  $874,508.  This change is due partly to  reduction of
   employees  from twenty  four last year to eleven this year.  Also in order to
   help conserve  cash, the Company has taken steps to control costs by reducing
   management,   promotional  and  investor  relation  activities.  The  Company
   anticipates  that it will operate at a loss for the year ending  February 28,
   2000.  However,  if revenues of CLS, EFS and CBC increase,  it is anticipated
   that losses will begin to diminish.

   The Company believes that three of its divisions, namely Eco-Pure Food Safety
   Systems, Inc., Cyclopss Laundry Systems, Inc., and Cyclopss Biochemical, Inc.
   will be the major  contributors to the Company's  future revenue  stream.  In
   order to achieve  sales growth  acceptable  to  management,  the Company will
   primarily focus on these three areas of the Company.

   Liquidity and Capital Resources

   As of the date of this filing,  the Company has insufficient funds on hand to
   continue its operations  for the entire fiscal year ending  February 28, 2000
   unless  significantly  increased  revenues and gross  profits are achieved or
   additional  financing  is  obtained.  Should the Company be  unsuccessful  in
   achieving the increased  level of revenues and gross profits  required to pay
   its operating expenses or in acquiring additional equity financing to pay the
   shortfall,  the Company will seek direction from the Board of Directors as to
   what action must be taken,  or what  action  should be taken to preserve  the
   Company's  limited assets.  Management is aggressively  exploring  additional
   financing for the ongoing operations of the Company.  There are no assurances
   that  the  efforts  to  locate  and  secure  additional   financing  will  be
   successful,  and the failure to secure  this  financing  would  substantially
   alter management's  assumptions as presented  heretofore and in the remainder
   of this section

   Cash used in operating activities was $154,793 for the three months ended May
   31, 1999 compared to $1,295,948  for the three months ended May 31, 1998. The
   Company has  significantly  reduced its cash burn rate in fiscal 2000, due to
   the necessity of having to conserve available cash.

   Cash  expenditures  for property and  equipment  were $0 for the three months
ended May 31, 1999


                                    - 12 -

<PAGE>




   compared to $20,455 for the three months ended May 31, 1998. This decrease is
   also the result of the  Company's  attempt to help  conserve  cash and reduce
   expenses.

   Net cash provided by financing  activities for the three months ended May 31,
   1999 was  $170,705,  due mainly to  issuance of 157 shares of  preferred  "C"
   shares,  as described  further in this  section.  Cash  provided by financing
   activities for the three months ended May 31, 1998 was $1,399,763, due to the
   issuance of 1,296,140 shares of common stock in a private placement  offering
   through  First  Financial  Investment  Securities,  which  raised  $1,620,175
   ($1,395,004 in net proceeds).

   Total  assets  increased  to $772,524 for the three months ended May 31, 1999
   from $593,607 for the year ended February 28, 1999, due to a slight  increase
   in the  Company's  cash  position  and a  significant  increase  in  accounts
   receivable  from  $47,578 at February  28, 1999 to $243,283 at May 31,  1999.
   This  increase in accounts  receivable  is mainly due to the  majority of the
   sales that were recorded for first quarter,  occurring  toward the end of the
   quarter.

   Total current liabilities decreased to $342,128 at May 31, 1999 from $397,678
   at February 28, 1999,  mainly due to a slight  decrease in accounts  payable.
   Long term liabilities decreased to $0 for the three months ended May 31, 1999
   from $3,778 for the year ended  February 28, 1999.  This  decrease was due to
   the repayment of certain lease  liabilities and the  reclassification  of the
   remaining lease obligations to current obligations.

   During  the  period  of  September  28,  1998 to April 15,  1999 the  Company
   authorized  and  offered  its  Series  "C"  preferred  shares  to  accredited
   investors in an offering  made  pursuant to  Regulation  S of the  Securities
   Exchange Act, and a Board Resolution on September 10, 1998. By the end of the
   offering,  seven  subscribers  purchased  such shares in this  offering for a
   total of $362,825 that were accepted under the subscription  plan. Series "C"
   preferred  shares are  convertible  to common  shares at $.10 (ten cents) per
   share.

   Year 2000 Issue

      The  Year  2000  issue  refers  to some  computer  systems'  inability  to
   recognize the date field as the year 2000. As a result of these shortcomings,
   some computers may be unable to process  year-date data accurately beyond the
   year 1999. There is substantial  concern that if the Year 2000 problem is not
   adequately  addressed,   there  may  be  widespread  problems  with  computer
   applications in all areas of use, potentially affecting the global economy.

      If the Company's internal systems and products do not correctly  recognize
   date  information  when the year  changes to 2000,  there could be an adverse
   impact on the Company's operations.  Additionally, if the Company's supplier,
   customers,  and other parties experience Y2K difficulties,  the Company could
   be adversely affected. The Company is continuing the process of assessing and
   correcting potential Year 2000 problems with the Company's operations.

      The  Company  has  assessed  the  potential  impact  of this  issue on its
   business  and  operations  as being  minor.  With  regard to its  information
   systems  (financial,  supply,  inventory,  order,  office support,  etc.) the
   Company has developed and begun  implementing a plan to convert all necessary
   systems to be ready for the year 2000.  The Company does not believe the Year
   2000 issue will have a material  effect on the Compny's  internal  accounting
   and information systems, most of




                                    - 13 -

<PAGE>




   which  consist of relatively  inexpensive  off-the-shelf  software  packages.
   Costs  incurred  to  date to  modify  systems  have  been  insignificant  and
   remaining costs to modify IT systems are expected to be less than $5,000.

      With regard to its  non-information  system operations,  the Company is in
   the process of reviewing and correcting Y2K problems in the following  areas:
   products  currently   manufactured  by  the  Company  and  manufacturing  and
   engineering  systems.  This  review is  approximately  95%  complete  and the
   Company  has been  able to  correct  or plans to  correct  prior to 2000 each
   material Y2K issue identified in the review.

      With  regard to  potential  Y2K issues for the  Company's  major  material
   suppliers,  the Company is in the process of communicating with such parties.
   Although not all major  suppliers have indicated  their Y2K  compliance,  the
   Company has not yet  identified  any major  supplier that believes it will be
   unable to operate  due to Y2K  problems in 2000.  Generally,  the Company has
   alternative  sources for  supplies in the event a supplier  experiences  such
   difficulties  and  the  Company  does  not  presently   anticipate   material
   difficulties in obtaining materials due to suppliers' Y2K problems.

      With regard to major customers,  the Company has had  communications  with
   such  parties  and  is  reviewing   responses  regarding  the  Companies  Y2K
   compliance.  To date,  the Company  has  insufficient  information  from such
   parties to  determine  the  potential  impact on the Company if such  parties
   experience Y2K difficulties.

      With regard to third-party utilities and services (for example,  telephone
   electrical,  bankcard processing and shipping  services),  the Company has no
   plans to evaluate the Y2K readiness of such providers.

      The Company anticipates that the material risks related to its information
   and non-  information  systems will be timely  mitigated  by current  efforts
   being made by the Company to  identify  and correct  internal  Y2K  problems.
   However, there is no guarantee that the Company will successfully identify or
   correct all Y2K problems in a timely manner.  In some cases,  problems may be
   unforeseen, and occur regardless of the testing and review that is done.

      Additionally,  a major  potential Y2K risk to the Company's  operations is
   service   disruption  from  third-party   providers  that  supply  telephone,
   electrical,  banking and shipping services.  Any disruption of these critical
   services  would  hinder the  Company's  ability to receive,  process and ship
   orders.

   Plan of Operation

      The  Company's  Plan of Operation  is solely  subject to  availability  of
   additional  capital,  of  which  there  can no  assurance.  The  Company  has
   insufficient capital for operations;  however, the Company is, the subject of
   two separate due diligence efforts. The parties engaged in these two separate
   due  diligence   processes  are  both  confined  by  stringent   Confidential
   Disclosure  Agreements which protect the Company's  intellectual  properties.
   These companies are both  significant  purveyors to the target markets of the
   Company.  These due diligence efforts have provided positive results,  and as
   of the time of this  filing,  the Company has entered into a Letter of Intent
   with  one of  these  strategic  partners,  and the  Company  anticipates  its
   revenues as well as


                                    - 14 -

<PAGE>




   the source of those revenues to change significantly.  However,  there can be
   no assurance  that these due diligence  activities  will be concluded or that
   such  efforts will gain any  significant  market  acceptance  in the intended
   target  markets,  even if a  successful  strategic  partnership  agreement is
   negotiated as a result of this Letter of Intent.

      In late 1997 the Electrical Power Research  Institute (EPRI) self affirmed
   ozone as being Generally  Regarded As Safe (GRAS) allowing food processors to
   use ozone in the processing of certain food items. The Company's expertise in
   ozone applications  combined with the aggressive public relations  activities
   of early  1998  created  substantial  interest  in the  food  decontamination
   potential of the Company's  technologies.  However,  those interested parties
   anticipated  proven  turnkey  solutions,  and were not initially  prepared to
   contribute  resources toward the development  work and expenses  necessary to
   ultimately  provide the solution.  The Company has been aggressively  seeking
   customers  and  strategic  partners  who are  sufficiently  convinced  of the
   potential to pro-actively  participate in necessary  research and development
   costs.  These customers and strategic  partners not only may provide revenues
   from possible R&D contracts but also follow-on  revenues from the purchase of
   systems and processes.  These installed systems will be used as demonstration
   sites, and will further validate the technologies.

      The Company  currently has provided a major food  producer with  prototype
   ECO-PURE  test  systems that have been  installed  in wet produce  processing
   plants,  long-term produce storage  facilities,  short term banana and tomato
   ripening rooms, and is developing  systems for another major customer for use
   in treatment of herbal remedies and dietary supplements.

      The Company  continues  to pursue  strategic  partners  who are willing to
   advance  resources and expenses in contract R&D  relationships  that not only
   provide  revenues  and working  capital for the Company  but, if  successful,
   create a captive customer for future products.

      Until  such time as  additional  monies are  raised  and the  Company  can
   execute its broader  sales and marketing  plan,  management  anticipates  its
   primary  revenues  will  be  generated  through  the  R&D  contracts  and the
   resulting sale of systems  engineered  from, and sold to, the parties funding
   the specific R&D activities.

      Even with sufficient  funds  available,  the ongoing  challenge facing the
   Company is that of educating 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
   efforts to create a market for Biochem's monomer to the aerospace industry.

      Given the Company's  generally illiquid cash position and limited capital,
   there  can be no  assurances  that the  Company  will be able to  effectively
   execute its plan of operations.




                                    - 15 -

<PAGE>






   The Company had eleven full time  employees as of May 31,  1999.  The Company
   anticipates  additional  employees will be required in engineering  and sales
   during the next twelve months.  The impact of the above will be determined by
   the  market  demand  for  food  safety  and  textile  systems  and  specialty
   chemicals.

   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.




                                    - 16 -

<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 Holders.  None.

      Item 5.     Other Information.

      Item 6(a).  Exhibits and Reports on Form 8None.

           6(b).  Exhibits  and  Reports  on Form  S-8.  To  register  Executive
                  Employee  Stock  Option  Agreements  and  grant of  shares  to
                  William R. Stoddard in Lieu of cash wages.





                                    - 17 -

<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: July 14, 1999                    By/s/ William R. Stoddard
                                            -----------------------
                                          William R. Stoddard
                                          Chief Executive Officer
                                          Principal Executive Officer



   Date: July 14, 1999                    By/s/ Mondis Nkoy
                                          ----------------------------------
                                          Mondis Nkoy
                                          Controller, Corporate Secretary
                                          Principal Financial Officer



                                    - 18 -