As filed with the Securities and Exchange Commission on August 20, 1996
SEC File No. 0-22720
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
CYCLO3PSS CORPORATION
(Exact name of Registrant 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
(Address of principal executive offices)
----------------------------------------
Consulting Agreement of John Sloan
(Full title of plans)
John M. Williams
Cyclo3pss Corporation
3646 West 2100 South
Salt Lake City, UT 84120
(Name and address of agent for service)
(801) 972-9090
(Telephone number of agent for service)
--------------------------------------
with copies to:
A.O. Headman, Jr., Esq.
Cohne, Rappaport & Segal, P.C.
525 East First South, Fifth Floor
Salt Lake City, UT 84102
(801) 532-2666
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum
to be Registered Registered Offering Price Per Unit
- ----------------- ------------ -----------------------
Common Stock 300,000(1) $1.15(2)
Proposed Maximum Amount of
Aggregate Offering Price Registration Fee
- ------------------------ ----------------
$345,000.00 $119.00
TOTAL $119.00
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares as may become issuable
pursuant to terms designed to prevent dilution resulting from stock
splits, stock dividends or similar events. Represents 300,000 shares
issuable under a Consulting Agreement entered into by the Registrant
and John Sloan dated August 14, 1996.
(2) Estimated solely for purposes of calculating the registration fee for
300,000 shares issuable under the Consulting Agreement.
[PAGE]
EXPLANATORY NOTE
Pursuant to Rule 428(b) (1) under the Securities Act of 1933, as
amended (the "Securities Act"), an Information Statement will be distributed
to John Sloan under a written compensatory agreement. The Information
Statement and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of the Securities Act.
____________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents By Reference
The following documents filed by Cyclo3pss Corporation with the
Securities and Exchange Commission as of their respective dates are
incorporated by reference in this registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ending February 29, 1996, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended.
(b) Registrant's quarterly report on Form 10-QSB for the fiscal
quarter ended May 31, 1996, and all other reports, if any, filed by
the Registrant pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year ended
February 29, 1996.
(c) The description of Registrant's common stock contained in the
Registration Statement on Form 10-SB filed with the Commission on
October 26, 1993, including any amendments or reports filed for the
purpose of updating such description.
2
[PAGE]
All documents filed by the Registrant pursuant to Sections 13(a), 13
(c) 14 and 15(d) of the Securities Exchange Act of 1934 after the date of the
Prospectus which is a part of this Registration Statement and prior to the
termination of the offering of these shares of common stock offered thereby,
shall be deemed to be incorporated by reference and to be a part of the
Prospectus from the date of filing of such document. Any statement contained
in a document incorporated by reference herein or contained herein shall be
deemed to be modified or superseded to the extent that a statement herein, or
in a document subsequently incorporated by reference herein, shall modify or
supersede such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of the
Prospectus.
ITEM 4. Description of Securities
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934, as amended.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
As permitted by sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's Certificate of Incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach of alleged breach of a director's fiduciary
duty except for liability under section 174 of the Delaware General Corporation
Law or liability for any breach of the director's duty of loyalty to the
Registrant or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or for any
transaction from which the director derived an improper personal benefit. The
effect of this provision in the Certificate of Incorporation is to eliminate
the rights of the Registrant and its stockholders (through stockholders'
derivative suits on behalf of the Registrant) to recover monetary damages
against a director for breach of fiduciary duty as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situation described above.
The Registrant's Certificate of Incorporation and Bylaws provide
for indemnification of officers, directors and employees, and the Company has
entered into an indemnification agreement with each officer and director of the
Registrant (an "Indemnitee"). Under the Bylaws and such indemnification
agreements, the Registrant must indemnify an Indemnitee to the fullest extent
permitted by Delaware law for losses and expenses incurred in connection with
actions in which the Indemnitee is involved by reason of having been a director
or employee of the Registrant. The Registrant is also obligated to advance
expenses an Indemnitee may incur in connection with such actions before any
resolution of the action, and the Indemnitee may sue to enforce his or her
right to indemnification or advancement of expenses.
There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
3
[PAGE]
ITEM 7. Exemption From Registration Claimed
Not Applicable.
ITEM 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
4.1 Consulting Agreement-John Sloan
5.1 Opinion Regarding Legality and Consent
23.1 Consent of Price Waterhouse, LLP
23.2 Consent of Ernst & Young, LLP
25.1 Power of Attorney-Located on Signature Page
ITEM 9. Undertakings
(a) Rule 415. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
4
[PAGE]
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable
each filing of an employee benefit plan's annual report pursuant to section 15
(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by a director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and shall be governed by the final adjudication of such
issue.
5
[PAGE]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on FORM S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Salt Lake, State of Utah, on the 16th
day of August, 1996.
CYCLO3PSS CORPORATION
By /s/ John M. Williams By /s/ Alice Hart
- ------------------------------ ---------------------------
John M. Williams Alice Hart
Chief Executive Officer Principal Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person who signature appears
below constitutes and appoints each of John M. Williams and William R. Stoddard
as true and lawful attorney-in-fact and agent, each acting alone, with full
powers of substitution and restitution, for him and his name, place and stead,
in any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and to
make any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney
- -in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date Title Signature
August 16, 1996 Chief Executive /s/ John M. Williams
Officer ---------------------
John M. Williams
August 16, 1996 President/Director /s/ William R. Stoddard
---------------------
William R. Stoddard
August 16, 1996 Director /s/ Robert F. Wrigley
---------------------
Robert F. Wrigley
August __, 1996 Director ---------------------
Steve Sarich, Jr.
August __, 1996 Director ---------------------
J. Bruce Bailey
6
Exhibit 4.1
CONSULTANT COMPENSATION AGREEMENT
This Agreement is effective as of the 14th day of August, 1996 by and
between Cyclo3pss Company, a Delaware corporation (the Company") and John
Sloan, (the Consultant").
WHEREAS, the Company is a public company; and
WHEREAS, the Consultant is in the business of assisting public companies
in financial relations; and
WHEREAS, the Company desires to retain the Consultant to provide
consulting services for the Company; and
WHEREAS, the Board of Directors of Cyclo3pss Corporation has adopted a
Compensation Agreement for compensation for one individual Consultant, who is a
natural person; and
WHEREAS, Cyclo3pss Corporation and the Consultant intend that this Plan
shall be a "written compensation agreement" as defined in Rule 405 of the
Securities and Exchange Commission (the "Commission") pursuant to which
Cyclo3pss Corporation may issue "freely tradeable" shares of its common stock
as payment for services rendered pursuant to an S-8 Registration Statement to
be filed with the Commission by Cyclo3pss Corporation.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. Duties and Involvement.
a. The Company hereby engages Consultant to provide financial public
relations services and other consulting services. Such services will generally
include advice to and consulting with the Company's management concerning
marketing surveys, investor profile information, methods of expanding
investor support and increasing investor awareness of the Company and its
products and/or services. Consultant will also provide additional services to
the Company, including broker relations, assisting in the preparation and
formatting of due diligence meetings, and attendance at conventions and trade
shows, all as more fully set forth in Exhibit A" attached hereto and
incorporated herein by reference. The services to be performed by the
Consultant hereunder will be personally rendered by the Consultant, and no one
acting for or on behalf of the Consultant, except those persons normally
employed by the Consultant in rendering service to others, such as secretaries,
bookkeepers and the like.
[PAGE]
b. Consultant acknowledges that he is not an officer, director, or agent
of the Company, that he is not and will not be responsible for any management
decision on behalf of the Company and that he may not commit the Company to any
action. Consultant represents that it does not have, through stock ownership
or otherwise, the power to control the Company nor to exercise any dominating
influence over its management.
c. Limitation on Services. None of the securities rendered by the
consultant and paid for by the issuance of shares hereunder shall be services
related to any "capital raising" transaction.
2. Term. This Agreement shall continue for twelve (12) months from
the date of this Agreement; provided that Consultant's employment hereunder may
be terminated during the term of this Agreement under the following
circumstances:
a. Cause. The Company may immediately terminate Consultant's
employment hereunder for cause without prior notice. For purposes of this
Agreement, the Company shall have "cause" to terminate Consultant's employment
hereunder upon (i) the willful failure or refusal by Consultant to perform his
duties hereunder: or (ii) Consultant's willful misconduct which is materially
injurious to the Company, monetarily or otherwise or (iii) the violation by
Consultant of the provisions of this Agreement.
b. Termination by the Company with Notice. The Company may terminate
this Agreement at any time upon 30 days' written notice.
3. Compensation. As total and complete consideration for the services to
be provided by the Consultant to the Company, the Company agrees to issue to
Consultant 300,000 shares of the Company's Common Stock in such installments
and at such times during the term of this Agreement as the Company's management
shall determine that the shares have been earned by the performance of the
services required pursuant to the terms of this Agreement. The Company agrees
at it's expense, to file a Registration Statement on form S-8 to register the
shares issued hereunder prior to the 1st issuance of shares.
b. Independent Contractor. All services rendered by the Consultant hereunder
are rendered as an independent contractor, and the Consultant shall be liable
for any FICA taxes, withholding or other similar taxes or charges, and the
Consultant shall indemnify and hold Cyclo3pss harmless therefrom; it is
understood and agreed that the value of all such items has been taken into
account by the Consultant in computing the compensation to be paid for the
services the Consultant will render to Cyclo3pss Corporation.
4. Services not Exclusive. The Consultant shall devote such of its
time and effort necessary to the discharge of its duties hereunder. The
Company acknowledges that the Consultant is engaged in other business
activities and that it will continue such activities during the term of this
Agreement. The Consultant shall not be restricted from engaging in other
business activities during the term of this Agreement.
[PAGE]
5. Confidentiality. Consultant acknowledges that he will have access to
confidential information regarding the Company and its business. Consultant
agrees that it will not, during or subsequent to the term of this Agreement,
divulge, furnish, or make accessible to any person (other than with the written
permission of the Company) any knowledge or information or plans of the Company
with respect to the Company or its business, including, but not limited to, the
products of the Company, whether in the concept or development stage or being
marketed by the Company on the effective date of this Agreement or during the
term hereof.
6. Covenant not to Compete. During the term of this Agreement,
Consultant warrants, represents and agrees that he will not directly or
indirectly compete with the Company nor perform consulting services for other
company's which directly or indirectly compete with the Company.
7. Representations and Warranties of Cyclo3pss Corporation Cyclo3pss
Corporation represents and warrants to, and covenants with, the Consultant as
follows:
a. Corporate Status. Cyclo3pss Corporation is a corporate duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is licensed or qualified as a foreign corporation in all states in
which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.
b. Compensation Plan. The Board of Directors of Cyclo3pss Corporation
has duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Cyclo3pss Corporation may issue freely tradeable shares of
its common stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Cyclo3pss Corporation.
c. Registration Statement on Form S-8. Cyclo3pss Corporation shall
engage the services of a competent professional to prepare and file a
Registration Statement on Form S-8 with the Commission to cover the Shares to
be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which Registration Statement shall become effective immediately upon its filing
and Cyclo3pss Corporation will provide to the Consultant prior to the issuance
of shares hereunder, in whole or in part, a copy of such Registration
Statement, and all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
such Registration Statement.
d. Federal and State Securities Laws, Rules and Regulations. Cyclo3pss
Corporation shall fully comply with any and all federal or state securities
laws, rules and regulation governing the granting of the Option and the
issuance of any Option Shares.
[PAGE]
e. Reports With the Commission. Cyclo3pss Corporation is required to
file reports with the Commission and has or will file with the Commission all
reports required to be filed by it forthwith, and such reports are or will be
true and correct in every material respect and Cyclo3pss will continue to
comply with these reporting requirements and keep such reports current so long
as any of the Shares remain to be issued hereunder.
f. Corporate Authority and Due Authorization. Cyclo3pss has full
corporate power and authority to enter into this Agreement and to carry out its
obligations hereunder. The Execution of this Agreement and performance by
Cyclo3pss hereunder have been duly authorized by all requisite corporate action
on the part of Cyclo3pss, and this Plan constitutes a valid and binding
obligation of Cyclo3pss and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Cyclo3pss.
8. Representations and Warranties of the Consultant. The Consultant
represents and warrants to, and covenants with, Cyclo3pss Corporation as
follows:
a. Employment. The Consultant hereby acknowledges employment by
Cyclo3pss for the services to be performed hereunder and that such services
will be personally rendered by the Consultant, and no one act in for or on
behalf of the Consultant.
b. Sophisticated Investor. The Consultant represents and warrants that,
by reason of income, net assets, education, background and business acumen,
he has the experience and knowledge to evaluate the risks and merits attendant
to an investment in shares of common stock of Cyclo3pss, either singly or
through the aid and assistance of a competent professional, and is fully
capable of bearing the economic risk of loss of his total investment.
c. Suitability of Investment. Commencing with the execution of this
Plan, the Consultant shall provide the services outlined herein to Cyclo3pss,
and the Consultant, singly, or through the advice of a competent professional,
fully believes that an investment in shares of Common stock of Cyclo3pss is
suitable investment for the Consultant.
d. Limitation on Services. None of the services rendered by the
Consultant and paid for by the issuance of shares hereunder have been or will
be services related to any capital raising" transaction.
e. Authority and Authorization. The Consultant has full power and
authority to enter into this Plan and carry out the obligations hereunder.
Execution of this Plan and performance by the Consultant hereunder constitutes
a valid and binding obligation of the Consultant and performance hereunder will
not violate any other agreement to which the Consultant is a party.
9. Assignment. This Agreement may not be assigned be either party
hereto.
[PAGE]
10. Arbitration. Any dispute arising between Consultant and the Company
concerning this Agreement or its interpretation shall be resolved by submission
to arbitration in Salt Lake City, Utah in accordance with the rules of the
American Arbitration Association then in effect. Any award made by such
arbitrator shall be binding and conclusive for all purposes thereof, may
include injunctive relief, and may be entered as a final judgement in any court
of competent jurisdiction. The costs and expenses of such arbitration shall be
borne in accordance with the determination of the arbitrators.
11. Indemnity. Cyclo3pss and Consultant agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to the state a material fact by the other contained
herein or contained in the S-9 Registration Statement of Cyclo3pss to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
12. Notices. All notices required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given: (i)
two hours after delivered personally to the party to be notified; or (ii) three
business days after deposited in the U.S. mail, postage paid via registered
or certified mail, return receipt requested. Notices to the Company shall be
addressed to its Chairman at its principal executive office and to the
Consultant at the address set forth beneath the signature line, or to such
other addresses as either party may designate by notice to the other party.
13. Governing Law. This Agreement shall be constructed by and enforced in
accordance with the laws of the State of Utah.
14. Entire Agreement. This Agreement contains the entire understanding
and agreement between the parties. There are no other agreements, conditions
or representations, oral or written, express or implied, with regard thereto.
This Agreement may be amended only in writing signed by both parties.
15. Non-waiver. A delay or failure by either party to exercise a right
under thisAgreement, or partial or single exercise of that right, shall not
constitute a waiver of that or any other right.
16. Headings. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
17. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same agreement.
18. Binding Effect. The provisions of this Agreement shall be binding
upon the parties, their successors and assigns.
[PAGE]
19. Severability. If any provisions of this Agreement or application
thereof to any person or circumstance shall be deemed or held to be invalid,
illegal or unenforceable to any extent, the remainder of this Agreement shall
not be affected and the application of such affected provision shall be
enforced to the greatest extent possible under law.
20. Pronouns. All the words used in this Agreement, regardless of the
number and gender in which they are used, shall be deemed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter
as the context may require.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and the year first above written.
For: Cyclopss Corporation
By: /s/John M. Williams
-----------------------------
John M. Williams, CEO
For: John Sloan
By:/s/John Sloan
---------------------------------
John Sloan
Exhibit 5.1
August 19, 1996
Cyclo3pss Corporation
3646 West 2100 South
Salt Lake City, Utah 84120
Re: Opinion Letter
Gentlemen:
You have requested our opinion as counsel for Cyclo3pss Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the public offering by the Company of up to 300,000
shares issuable to John Sloan under the terms of a Consulting Agreement. You
have informed us that such shares will not be issued for capital raising
services and under the terms of Form S-8, the Company is entitled to register
such shares on such Form.
We have examined the Company's Registration Statement on Form S-8 in the
form to be filed with the Securities and Exchange Commission or about August
20, 1996 (the "Registration Statement"). We further have examined the Amended
and Restated Certificate of Incorporation of the Company as certified by the
Secretary of State of the State of Delaware, the Bylaws and the minute books of
the Company as a basis for the opinion hereafter expressed.
Based on the foregoing examination, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement, the
shares of Common Stock covered by the Registration Statement will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
COHNE, RAPPAPORT & SEGAL, P.C.
/s/ Cohne, Rappaport & Segal
-----------------------------
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 of Cyclo3pss
Corporation of our report dated April 21, 1995 appearing on page 16 of the
1995 Annual Report to Shareholders of Cyclo3pss Corporation, which his
incorporated by reference in Cyclo3pss Corporation's Annual Report on Form
10-KSB for the year ending February 28, 1995.
DATED August 16, 1996 By: /s/ Price Waterhouse, LLP
-------------------------
Price Waterhouse, LLP
Salt Lake City, Utah
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Consulting Agreement with John Sloan and in the
related Prospectus offering 300,000 shares of Common Stock dated on or about
August 15, 1996, of our report dated April 15, 1996, with respect to the
consolidated financial statements of Cyclo3pss Corporation included in its
Annual Report (Form 10-KSB) for the year ended February 29, 1996, filed with
the Securities and Exchange Commission.
DATE: August 14, 1996 By: /s/ Ernst & Young, LLP
------------------------
Ernst & Young
Salt Lake City, UT
