CONFORMED


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

                           FORM 10-QSB

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

                FOR THE QUARTER ENDED MAY 31, 2001

                                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, 2001 - 34,752,233 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, 2001

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

                    PART I - FINANCIAL INFORMATION


                                                               Page of
                                                              Form 10-QSB
    Item 1.   Financial  Statements

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

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

                     PART II - OTHER INFORMATION

    Item 1.   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . 17

    Item 2.   Changes in Securities and Use of Proceeds. . . . . . . . . 17

    Item 3.    Defaults Upon Senior Securities . . . . . . . . . . . . . 17

    Item 4.    Submission of Matters to a Vote of Security Holders . . . 17

    Item 5.    Other Information   . . . . . . . . . . . . . . . . . . . 17

    Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 17
                               -2-
    <PAGE>
    <TABLE>
    CYCLO3PSS CORPORATION
    Condensed Consolidated Balance Sheets
    (UNAUDITED)
    <CAPTION>
                                                  May 31    February 28
                                                   2001         2001
    <S>                                          <C>          <C>
     Assets

    Current assets:

         Cash                                    $   85,919   $  62,022
         Accounts receivable, net                    80,206      28,850
         Notes Receivable from OxiDyn               160,582      80,000
         Prepaid expenses                             2,039       3,462
     Total current assets                           328,746     174,334

     Property and equipment, net                     59,783      67,800

    Other assets:
       Acquired patents, net                         27,307      36,407
       Developed patents and other, net              34,362      36,693
                                                 $  450,198  $  315,234
</TABLE>
                               -3-
<PAGE>
<TABLE>
  CYCLO3PSS CORPORATION
  Condensed Consolidated Balance Sheets (continued)
  (UNAUDITED)
<CAPTION>
                                                  May 31    February 28
                                                   2001         2001
    <S>                                          <C>          <C>
    Liabilities and stockholders' deficit

     Current liabilities:
         Accounts payable                        $  162,434  $  124,937
         Accrued liabilities                        199,169     119,351
         Notes payable                              570,000   1,000,000
         Note payable to officer                          -      10,000
         Deferred revenue                           100,000     100,000
     Total current liabilities                    1,031,603   1,354,288

     Commitments and contingencies

    Stockholders' deficit:
     Preferred stock:
       Preferred stock issuable in series: par
       value $.01, 4,500,000 shares authorized:
           Series "A" convertible preferred stock;
           35,638 shares authorized; 35,638 shares
           issued and outstanding                       356         356
           Series "B" convertible preferred stock;
           30,000 shares authorized; 442 and 614
           shares issued and outstanding May and
           February 2001, respectively                    4           6
           Series "E"convertible preferred stock;
           10,000 shares authorized; 500 shares
           issued and outstanding                         5           -
       Common stock, par value $.001; 55,000,000
       shares authorized; 33,581,723 and
       30,352,826 shares issued and outstanding at
       May and February 2001 respectively            33,582      30,353
       Additional paid-in capital                20,291,013  19,504,245
       Deferred stock-based compensation                  -      (1,969)
       Stock subscription received                        -     190,000
       Accumulated deficit                      (20,404,820)(20,260,500)
       Less treasury stock, 264,000 common
       shares at cost                              (501,545)   (501,545)
       Total stockholders' deficit                 (581,405) (1,039,054)

                                               $    450,198 $   315,234
</TABLE>
      See accompanying notes to condensed consolidated financial statements
                               -4-
<PAGE>
<TABLE>
  CYCLO3PSS CORPORATION
  Condensed Consolidated Statements of Operations
  (UNAUDITED)
<CAPTION>

                                                For the three months ended
                                                           May 31,

                                                   2001              2000

    <S>                                       <C>             <C>
    Net revenues                               $    176,664    $    76,087
    Costs and expenses:
         Cost of sales                               75,062         52,039
         Research and development                     7,043         13,456
         Selling and marketing                       38,156         29,596
         General and administrative                 195,597        237,354
         Depreciation and amortization               25,904         68,049
                   Total expenses                   341,762        400,494

     Loss from operations                          (165,098)      (324,407)
     Interest income                                    107            491
     Interest expense                                     -            (87)

     Net loss from continuing operations           (164,991)      (323,003)
    Net income from discontinued operation           20,671         49,034
    Net Loss                                   $   (144,320)   $  (274,969)

    Basic and diluted net income (loss) per common
    share:
        Continued operations                   $      (.005)   $     (.012)
        Discontinued operations                $       .001    $      .002
    Net loss per common shares- basic and
    diluted                                    $      (.004)   $     (.01)

    Weighted average number of common shares-
        basic and diluted                        33,024,350    26,763,007
</TABLE>
    See accompanying notes to condensed consolidated financial statements
                               -5-
<PAGE>
<TABLE>
    CYCLO3PSS CORPORATION
    Condensed Consolidated Statements of Cash Flows
    (UNAUDITED)
<CAPTION>

                                                For the three months ended
                                                           May 31,

                                                   2001              2000

    <S>                                       <C>             <C>
     Cash flows from operating activities:
         Net (loss) income                    $   (144,320)   $   (274,969)
         Adjustments to reconcile net income
         (loss) to net cash used in operating
         activities:
              Depreciation and amortization         25,904          68,049
              Stock based compensation               1,969               -
              Common stock issued for services           -         177,060
         Changes in assets and liabilities:
              Accounts receivable                  (51,356)        (60,273)
              Prepaid expenses                       1,423         (24,312)
              Accounts payable and accrued
              liabilities                          117,315        (364,432)
     Net cash used in operating activities         (49,065)       (478,877)

     Cash flows from investing activities:
         Purchase of property and equipment         (6,456)         (7,043)
         Increase to notes receivable from OxiDyn  (80,582)              -
         Addition to developed patents and other         -         (29,762)
     Net cash used in investing activities         (87,038)        (36,805)

     Cash flows from financing activities:
         Proceeds from issuance of common and
         preferred stock                           100,000               -
         Proceeds from exercise of warrants              -         196,000
         Proceeds from exercise of stock options         -           5,875
         Proceeds from issuance of notes payable    70,000         250,000
         Principal payments under capital lease
         obligations                                     -          (1,647)
         Payment on note payable from officer      (10,000)              -
     Net cash provided by financing activities     160,000         450,228

     Net (decrease) increase in cash                23,897         (65,454)

     Cash at beginning of period                    62,022         107,565

     Cash at end of period                       $  85,919        $ 42,111

     Non-cash financing activities:
     Conversion of note payable into preferred
     stock                                       $ 500,000        $      -
     Issuance of common stock for stock
     subscription                                  190,000               -
     Conversion of preferred stock into common
     stock                                               2               1
</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

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).  The Company is engaged in
the  manufacture, sale and installation of ozone food processing products,
ozone washing for commercial and institutional laundries, and research and
development of technologies for the sterilization and/or disinfection of
surgical and medical instruments, as well as ozone based consumer appliances.

Principles of Consolidation

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

The accompanying unaudited condensed consolidated financial statements are
stated in accordance with the instructions to Form 10-QSB and do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included.

Operating results for the three months ended May 31, 2001 are not necessarily
indicative of the results that may be expected for the full year.  The
unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
February 28, 2001.

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
                               -7-
<PAGE>
CYCLO3PSS CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)


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.

Letter of Intent to Acquire OxiDyn, Incorporated

In October 2000, the Company entered into a letter of intent to acquire
OxiDyn, Incorporated (OxiDyn), a North Carolina based manufacturer of ozone
based clean-in-place and sanitizing rinsing systems for the beverage and
bottling industry.  A preliminary acquisition agreement was executed in
February 2001, subject to final negotiation, which calls for the Company to
issue shares of common stock determined by dividing OxiDyn's net book value by
the average closing price of the Company's common stock during the five-day
trading period immediately prior to the closing date of the acquisition.  The
acquisition is pending, however, there can be no assurance that the proposed
acquisition will close.

In November 2000, the Company lent $80,000 to OxiDyn to meet its current
operating requirements.  In order to provide the above funding, the
acquisition agreement called for the Company to complete a private placement
offering of at least $300,000 at a price of $0.195 per share, which was to be
purchased by OxiDyn's investors and shareholders.  The Company received cash
of $190,000 related to the offering prior to February 28, 2001, which was
reported as a stock subscription received in the financial statements.
Subsequent to February 28, 2001, the Company completed the private placement
offering receiving gross proceeds of $290,000, including the subscription
received, and issued 1,487,179 shares of common stock.

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, 2001 of $20,404,820 and $20,260,500 at February
28, 2001, and periodic cash flow difficulties, and is in default on debt
covenants,  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, 2001 was $1,114,855 and the
Company recorded a net loss of $144,320 for the three months ended May 31,
2001.   To date, the Company has funded its operations through the issuances
of debt and common and preferred stock.  The Company anticipates a net loss
for the year ended February 28, 2002, and with a cash balance of $85,919 at
May 31, 2001 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
                               -8-
<PAGE>
CYCLO3PSS CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)


products and  d) successfully compete with other technology companies having
financial, production and marketing resources significantly greater than those
of the Company.

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

 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 28, 2001.

4. Segment Information

On March 7, 2000 the Company internally realigned its ozone businesses,
collapsing these separate business units into a single entity.   During the
three months ended May 31, 2001 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").

Subsequent to May 31, 2001, the Company sold the assets and business related
to its biochemical products (see Note 6, Subsequent Event).  Therefore, the
Company now only operates in one segment.


5.  Long term debt

In December 1999, the Company negotiated a letter of intent with a strategic
partner that provided for two separate financings. The first, an unsecured
promissory note for $250,000, was executed and funded in concert with the
signing of the letter of intent. The second financing is a convertible secured
loan for $750,000 which was funded in the second quarter of fiscal 2001. The
loan agreement is collateralized by a first security interest in all of the
Company's intellectual property and was due and payable in one year from its
execution. The loan and accrued interest is convertible, in whole or in part,
into the Company's common stock at anytime during the loan term.

In February 2001, the Company renegotiated the loan whereby the unpaid accrued
interest on the notes of $97,397 was converted into 593,777 shares of common
stock and $500,000 of the principal balance would be converted into 500,000
shares of Series "E" convertible preferred stock, which occurred in March
2001.  Under the terms of the renegotiated loan agreement, the remaining
$500,000 principal balance is due February 28, 2002.

Under the terms of the loan agreements, the Company is subject to various
covenants, including

                               -9-
<PAGE>
CYCLO3PSS CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)


maintaining minimum liquid assets in the form of cash or marketable securities
of $100,000. At February 28, 2001 and subsequent to that date, the Company is
in default with the minimum liquid assets covenant and, therefore, the loan
may be called at any time.


6.  Subsequent Event

On June 15, 2001, the Company entered into an asset purchase and sale
agreement with Paragon, LLC.  The Principals of which are the employees of
Cyclopss Biochemical Corporation.  The purchase price was $285,000, which was
established as the fair value for the Company, and was approved by the board
of directors. The Company received $30,000 as a down payment and financed the
balance of $255,000 over five years, at 8% interest, for a total of $5,188.61
per month, secured by the Company's assets.

The terms of the sale agreement allow for a discount in the purchase price of
$50,000 or $40,000 if all amounts due under the note receivable, less the
purchase price discount, are paid prior to September 1, 2001 or December 31,
2001, respectively.

The Company expects to recognize a gain on the sale of the biochemical
products business, but due to the extended payment terms on the note
receivable, the gain on sale will be recognized as payments on the note are
received.  Further, since the sale closed in June 2001, no gain on sale was
recognized in the Statement of Operations for the three months ended May 31,
2001.

The biochemical products business has been accounted for as discontinued
operations and accordingly, the results of operations are segregated from
continuing operations in the accompanying 2001 statements of operations.
Revenue, operating costs and expenses, other income and expenses of this
business has been reclassified to discontinued operations for the three months
ended May 31, 2001 and 2000.  No allocation of general corporate overhead has
been made to discontinued operations relating to this business.
                               -10-
<PAGE>
                         PART I - ITEM 2

               MANAGEMENT'S DISCUSSION AND ANALYSIS
                       OR PLAN OF OPERATION

General

Cyclopss Corporation is primarily engaged in ozone application technologies
and processes. The Company believes that its technologies and product lines
offer cost effective, energy efficient, environmentally benign alternatives
for cleaning and disinfection products and systems. We believe that the
technologies are easily scalable from consumer appliances up through
industrial systems. The products provide systems to address food safety,
particularly microbial reductions on poultry, fruits and vegetables.
Additional products offered by the Company enable manufacturers to eliminate
microbial build up in and on plant equipment, while other ozone-related
products are marketed by the Company to commercial and institutional laundry
operators enable users to reduce costs associated with labor, water, energy,
chemicals, and wastewater disposal. The Company has developed consumer product
prototype ranging from the sanitization of kitchen sponges and  toothbrushes,
to counter top drinking water processors and food sanitizers.

In October 2000, the Company entered into a letter of intent for
acquisition/merger of OxiDyn Incorporated (OxiDyn), a North Carolina based
manufacturer of ozone based clean-in-place and sanitizing rinsing systems for
the beverage and bottling industry. A preliminary acquisition agreement was
executed in February 2001, subject to final negotiation, which calls for the
Company to issue shares of common stock determined by dividing OxiDyn's net
book value by the average closing price of the Company's common stock during
the five-day trading period immediately prior to the closing date of the
acquisition. The acquisition is pending, however, there can be no assurance
that the proposed acquisition will close.

In November 2000, the Company lent $80,000, and $25,000 in March of 2001, and
additional loan of $55,582 to OxiDyn to meet its current operating
requirements, which is to be repaid upon the closing of the acquisition.  In
order to provide the above funding, the acquisition agreement called for the
Company to complete a private placement of its common stock with an offering
of at least $300,000 at a price of $0.19 per common share.  This offering was
to be purchased by OxiDyn's investors and shareholders.  The Company received
cash of $190,000 related to the offering as of February 28, 2001. During the
quarter ended May 13, 2001 the Company received an additional $100,000, the
offering was closed, and 1,487,179 shares of common stock were issued.

On June 15, 2001, the Company entered into an asset purchase and sale
agreement with Paragon, LLC.  The Principals of which are the employees of
Cyclopss Biochemical Corporation.  The purchase price was $285,000, which was
established as the fair value for the Company, and was approved by the board
of directors. The Company received $30,000 as a down payment and financed the
balance of $255,000 over five years, at 8% interest, for a total of $5,188.61
per month, secured by the Company's assets.

Consumers, food producers and processors, both large and small, are searching
for new technologies to address food safety and sterilization concerns. Both
consumers and food processors, who have relied heavily on chlorination and
                               -11-
<PAGE>
other chemicals to decontaminate foods and household items, are being forced
to consider alternatives to chlorine and those other toxic chemicals.  The
Company believes that ozone products offer a lower cost and more
environmentally-friendly and consumer accepted form of decontamination and
sterilization than many other chemical treatments and irradiation.  The FDA
issued a final ruling allowing for the use of ozone in all food processing on
June 28, 2001.

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 28, 2001, and other risks identified from
time to time in the Company's filings with the Securities and Exchange
Commission, press releases and other communications. Information on the
Procter & Gamble Agreements and the Acquisition of OxiDyn, Inc. can also be
found in the Form 10-KSB for February 28, 2001.  The Company assumes no
obligation to update forward-looking statements.

Results of Operations

The Company's revenues were $176,664 for the three months ended May 31, 2001
compared to $76,087 for the three months ended May 31, 2000. This increase was
due to the Company's  efforts to generate more income and find institutions
willing to pay for the Company's research efforts.  The Company's  gross
margin for the three months ended May 31, 2001, was $101,602 compared to
$24,048 for the three months ended May 31, 2000. This increase is due to the
increase 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 decreased to $7,043 for the three months
ended May 31, 2001 from $13,456 for the three months ended May 31, 2000. This
decrease is due the Company's efforts
to have strategic partners pay for the Company's research activities.

Selling and marketing expenses increased to $38,156 for the three months ended
May 31, 2001 from $29,596 for the three months ended May 31, 2000. This
increase is due to the Managements effort to produce an increase in sales.

General and administrative expenses decreased to $195,597 for the three months
ended May 31, 2001 from $237,354 for the three months ended May 31, 2000.
Management is closely monitoring and controlling these expenses. However legal
and accounting expenses related to newly enacted SEC requirements continue to
escalate, and new regulations are being adopted with increasing regularity.
These expenses while burdensome are crucial to providing and maintaining a
market for the Company's securities.  These expenses are expected to increase
in fiscal 2002, 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.
                               -12-
<PAGE>
Net income from discontinued operations related to the biochemical products
business which was sold subsequent to May 31, 2001 was $20,671 and $49,034 for
the months ended May 31, 2001 and 2000, respectively. The decrease in net
income is due to continous declining sales of biochemical products.

The Company recorded net loss applicable to common stock for the three months
ended May 31, 2001 of $144,320. The loss recorded for the three months ended
May 31, 2000 was $274,969.


Liquidity and Capital Resources

Cash used in operating activities was $49,065 for the three months ended May
31, 2001 compared to $478,877 for the three months ended May 31, 2000.  This
decrease is partly due to an increase in accounts payable and accrued
liabilities and no common stock issued for services in fiscal 2001 compared to
$177,060 in fiscal 2001.

Cash expenditures for property, equipment decreased slightly from $7,043 for
the three months ended May 31, 2000 to $6,456 for the three months ended May
31, 2001.

Net cash provided by financing activities for the three months ended May 31,
2001, was $160,000 due to an additional $100,000 received on a private
placement offering related to the proposed acquisition of OxiDyn.

The Company also received $70,000 as of May 31, 2001 in connection with a
private placement offering of approximately $200,000 in convertible promissory
notes at an annual interest rate of 10%. The note holders will have the right
to convert the principal amount into restricted common shares at the fair
market value of the stock. Approximately $168,000 has been received as of the
date of this filing.

The Company repaid a $10,000 note payable to an officer of the Company during
the first quarter of fiscal 2002.

The Company had entered into a Convertible Secured Loan for $ 1,000,000 with
Procter & Gamble that provided funds of $250,000 in the fourth quarter of
fiscal 2000 and $750,000 in the second quarter of fiscal 2001. The loan
accrued interest at 8% and is collateralized by a first security interest in
all of the Company's Intellectual Properties and was due and on or before
February 28, 2001. The loan agreement granted a conversion right to Proctor &
Gamble 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
stock at anytime during the term of the loan, and at the sole discretion of
Proctor & Gamble. The Company recognized its inability to repay the loan by
the end of its third quarter, notified Proctor & Gamble, and negotiated a
revised loan agreement.  On February 4, 2001 the Company entered into a
Conversion and Amendment Agreement with Proctor & Gamble that extended the due
date for a portion of the loan amount equal to $500,000 to February 28, 2002
and a conversion of the remaining $500,000 loan principal into 500,000 shares
of Series "E" convertible preferred stock, which occurred in March 2001.
                               -13-
<PAGE>
Under the terms of the loan agreements, the Company is subject to various
covenants, including maintaining minimum liquid assets in the form of cash or
marketable securities of $100,000. At February 28, 2001 and subsequent to that
date, the Company is in default with the minimum liquid assets covenant and,
therefore, the loan may be called at any time.

Total assets increased to $450,198 for the three months ended May 31, 2001
from $315,234 for the year ended February 28, 2001, mainly to increase in cash
and accounts receivable this year.

Total current liabilities decreased to $961,603 at May 31, 2001 from
$1,354,288 at February 28, 2001, mainly due to the conversion of $500,000 of
notes payable to equity by Procter and Gamble, as described earlier in this
section.

The Company is attempting to generate more cash 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 over the next
fiscal year; however, no assurances can be given that sales will be generated
or that additional necessary funding will be raised.  The Company anticipates
it will receive limited royalties from some of its licensed products within
fiscal year 2002 and expects the bulk of its revenues to stem from development
contracts and product sales. So far this year, as of May 31, 2001, the Company
has negotiated and executed four separate development contracts with Kohler
Co., Kaz, Inc., and Nelson Laboratories,  totaling approximately $270,000.
These contracts involve the development of disinfection applications of the
Company's ozone technology for consumer and industrial products.

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 would need to be
taken.

Plan of Operation

The Company historically has acted as both the developer of its technologies
and as the manufacturer and marketer of those technologies. It has become
apparent that the customers  within the markets pursued by the Company are
intrigued by the performance and potential of the products. However, the size
and operating capabilities of the Company does not support the confidence
required for the Company's targeted customers to purchase the Company's
products. The Company's targeted industrial customer base is accustomed to
doing business with vendors and suppliers of a size and stability that
reasonably assures business continuity and internal product support. The
single exception to this discrimination as to our limited size  has been the
United States Navy who is mandated to provide business opportunity for small
business enterprises such as Cyclopss.

Under the Company's current plan of operations it will  act as a limited
manufacturer and  marketer of its products and will also market its
intellectual properties and development capabilities as a technology provider.
Our efforts will be directed toward the creation of technology bridges for
companies providing products and services. The Company will utilize its
technology products to produce new complete processes.  These ventures will
include suppliers of equipment and appliances and suppliers of disposable or
consumable products modified to utilize the Company's proprietary technologies
under licensing and royalty agreements. The end result will create
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interlocking process systems that we believe will be both effective and
economic. Additionally the process systems will be sold and serviced by
vendors and suppliers already accepted by the target markets. This model
provides the manufacturers with technology and new product offerings and
provides the Company with royalty revenue and  commercialization of its
technologies through already existing manufacturing, sales and service
infrastructures.

The Company will continue to provide low volume production of ozone systems to
customers like the United States Navy, and the Company also anticipates it
will be compensated by one or more of the industry partners 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.

Upon completion of the acquisition of OxiDyn, the Company intends to continue
manufacture and market OxiDyn products in the short term. The Company plans to
deploy the current business model  with the goal being to locate and support
an appropriate strategic partner who is recognized as a qualified domestic and
global product supplier to the industry. The manufacturing sales and support
will then be licensed to that partner enabling accelerated entry into the
market while the Company maintains a small staff to support the effort.

This Company's initial execution of a variation of this business model was
illustrated by the  relationship between the Company, Procter & Gamble and
Otres, Inc.  Cyclopss  established a working relationship with Procter &
Gamble 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 Procter & Gamble and, after having appropriate confidentiality documents
executed, Otres agreed to  allow the Company to introduce the product concepts
to Procter & Gamble. Procter & Gamble 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 Procter & Gamble
engaged the Company for these activities.  This resulted in the Company
receiving revenues of approximately $98,000 from both venture partners for the
development and testing of the appliances. The Company continues to manage the
relationship with Procter & Gamble for Otres under contract, and contributed
to the execution of co-marketing agreements between Otres and CREST  for the
toothbrush sanitizer, and Otres and DAWN  for dish washing soap that were
announced at the International Home Appliance Show in Chicago on  January 16,
2000.  The Company negotiated to receive an ongoing royalty of approximately
3% from the sale of these appliances,  which provided future revenues with
minimal related costs incurred by the Company.  Due to internal problems at
Otres the products have yet to become fully commercialized. The revenue
produced by the royalty stream has been minimal as of the filing date, the
Company continues to assist Otres in solving its internal problems and
positioning the products for success.  Subsequent to the filing, the FDA has
granted Its approval of the Otres Toothbrush Sanitizer.

A License and Royalty Agreement executed at year end 2001 with Consolidated
Sills and Sterilizers of Boston, Mass. is also an illustration of the
Company's new business plan. The agreement called for an up-front license fee
and ongoing royalty, and includes revenues from the production of a prototype
                               -15-
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for Consolidated Stills and Sterilizers and for consulting fees for work done
going forward on the project. The FDA approval process facing Consolidated is
formidable and the Company can make no prediction as to when the ozone
sterilizer may be available to the Health-Care industry, but the financial
burden is Consolidated's and the Company will receive a 3% royalty on any
future gross sales of products utilizing our technology.

The plan provides for ongoing operating revenues derived from limited
manufacturing and direct sales of the companies' industrial products, ongoing
contract product development, with the future revenues derived primarily
through license and royalty streams generated by the success of its selected
strategic partners in commercializing the products.

The Company anticipates its revenues as well as the source of those revenues
to change significantly through establishment of these types of relationships.
However, there can be no assurance that the current loan to Procter & Gamble
can be serviced upon its due date nor can there be any assurance that any of
the Company's products will be accepted in such numbers sufficient to cover
the ongoing cost of operation.

On March 13, 2001 the Company was granted a very broad patent by the United
States Patent office relating to the use of water, ozone and food grade
surfactants for use in all food processing activities. The patent is extremely
important to the Company's ability to defend a position of proprietary
processes for development and subsequent licensing since an FDA ruling was
granted on June 28,  2001, that allows the use of ozone in the processing of
certain food items. The Company is in a enviable position and expects a
resurgence of the interest previously expressed by potential strategic
partners on the food processing sector.

The Company continues to seek customers and strategic partners such as, Kohler
Co., Kaz, Inc., and Nelson Laboratories, 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 research and development contracts but also follow-on royalty revenues
from the purchase of systems and processes.

The Company has provided major agricultural producers 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 for use in treatment of herbal remedies and dietary supplements. The
Company will seek to commercialize  these successful test processes based on
the new FDA ruling discussed above.

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 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

                               -16-
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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


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings.  None.

     Item 2.   Changes in Securities and use of proceeds    None.

     Item 3.   Defaults Upon Senior Securities.   None.

     Item 4.   Submission of Matters to a Vote of Security Holders.   None.

     Item 5.   Other Information.   None

     Item 6.   Exhibits and Reports on Form 8-K and S-8.        None
                               -17-
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                            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 13, 2001          By/s/ William R. Stoddard
                             William R. Stoddard
                             Chief Executive Officer
                             Principal Executive Officer



Date: July 13, 2001          By/s/ Mondis Nkoy
                             Mondis Nkoy
                             Controller, Corporate Secretary
                             Principal Financial Officer
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