CYCLO 3 PSS CORP
8-K/A, 1996-08-16
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                        SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 8-K/A

                                CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of 
                    The Securities Exchange Act of 1934.



                               June 30, 1996                  
                Date of Report (Date of earliest event reported)


                           CYCLO3PSS CORPORATION               
             (Exact name of Registrant as specified in its charter)


       Delaware                    0-22720                87-0455642     
       -----------                 --------               -----------
       State of                 Commission File No.        IRS Employer
    Incorporation                                        Identification No.


                             3646 West 2100 South
                             --------------------
                           Salt Lake City, UT 84120     
                  (Address of principal executive offices)

                                (801-972-9092           
                                -------------        
                      (Registrant's telephone number) 
                      
[PAGE]

Item 5.  Other Events

    At May 31, 1996, the end of its first fiscal quarter, the Registrant 
had capital and surplus ("Stockholders' Equity") of $628,832.  Subsequent to 
May 31, 1996 but prior to July 1, 1996, the Registrant raised additional 
capital from the sale of its equity securities.  On August 6, 1996, the
Registrant filed a Form 8-K to provide information about its financial position 
at June 30, 1996.  The NASDAQ Stock Market subsequently requested that the 
Registrant amend such Form 8-K to include a Statement of Operations for the 30 
day period ended June 30, 1996. Set forth below is an Unaudited Statement of 
Operations for the 30 day period ending June 30, 1996 and an Unaudited, 
Condensed Consolidated Balance Sheet of the Registrant at June 30, 1996.

    In the opinion of management, the accompanying consolidated financial 
statements contain all normal recurring adjustments necessary to present fairly 
the financial position of Cyclo3pss Corporation as of June 30, 1996.  The 
operating results for the months end June 30, 1996 are not necessarily 
indicative of the results for a quarter or a full year.  The financial
statements herein should be read in conjunction with the Company's audited
financial statements for the year ended February 29, 1996.

                         STATEMENT OF OPERATIONS
                              (Unaudited)

                                                         For the month 
                                                             ended  
                                                         June 30, 1996     
         
Net Revenues                                                   $9,579
    
Costs and expenses:               
  Cost of sales                                                40,801     
  Research and development                                     64,296     
  Selling and marketing                                        17,615   
  General and administrative                                  108,476     
  Depreciation and amortization                                35,441     
            Total expenses                                    226,629     
                                                              -------
Loss from operations                                         (217,050)

    
Interest income                                                 1,317     
Interest expense                                             (11,835) 
                                                            ________
Net loss                                                   $(227,568)         
                                                           =========

                                        2
[PAGE]
                                  BALANCE SHEET
                                   (Unaudited)
                                                               June 30     
                                                                 1996      
Assets                                                         -------
Current assets:
Cash                                                       $1,149,860     
  Accounts receivable, net                                     58,352
  Inventories                                                 293,200     
  Prepaid expenses                                              8,280     
                                                            ---------
Total current assets                                        1,509,692     
Property and equipment, net                                   523,090
Other assets:  
  Goodwill, net                                               692,699     
  Acquired patents, net                                       442,879     
  Developed patents and other, net                            109,257     
                                                            ---------
                                                           $3,277,617
Liabilities and Stockholders' Equity                       ==========
Current liabilities:       
 Accounts payable                                             134,832     
 Accrued liabilities                                          101,067     
 Deferred revenue                                             230,249     
 Current portion of capital lease obligations                  15,449     
                                                                             
Total current liabilities                                     481,597     
                                                               -------
Long-term debt obligations                                  1,287,630

Long term portion of capital lease obligations                 54,626    
Stockholders' equity:
 Series "A" preferred stock, par value $.01; 4,500,000 
 shares authorized; 35,638 shares issued and outstanding          356
 Series "B" preferred stock, par value $.01, at stated value; 
 30,000 shares authorized; 1,400  issued or outstanding            14
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; 
10,524,338 shares issued                                       10,524
Additional paid-in capital                                 11,484,341
Accumulated deficit                                        (9,539,926)
Less treasury stock, 264,000 common shares at cost           (501,545)
                                                            ---------
Total stockholders' equity                                  1,453,764     
                                                            ---------
                                                           $3,277,617
                                                           ==========
                                      3
[PAGE]                            
                                SIGNATURES                    

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

                                      Cyclo3pss Corporation
Date:  August 15, 1996
               
                                      By: /s/ John M. Williams               
                                      ----------------------------------
                                      John M. Williams
                                      Chief Executive Officer


                                SIGNATURES

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

                                      Cyclo3pss Corporation
Date:  August 15, 1996   
 
                                      By: /s/ William Stoddard                 
                                      ----------------------------------
                                      William Stoddard
                                      President             

                         




                               


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