CYCLO3PSS CORP
8-K, 2000-11-30
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


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



                                 October 6, 2000
                              ----------------------
                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 2.  Acquisition or Disposition of Assets

      On October 6, 2000,  Cyclo3pss  Corporation  ("Cyclo3pss")  entered into a
"Term Sheet/Letter of Agreement" to acquire OxiDyn Incorporated,  North Carolina
corporation ("OxiDyn"). OxiDyn manufactures and sells patented proprietary ozone
sanitation  systems to the food and beverage  industries.  Incorporated in 1991,
OxiDyn provides  proprietary  ozonation  systems for cleaning lines and tanks in
beverage plants,  as well as for rinsing  containers prior to filling.  OxiDyn's
current  customer list include The Procter & Gamble Co.,  Pepsi-Cola and several
of its franchisees,  the Dannon Group, as well as other bottling  operations and
related  industries.  OxiDyn's  container rinsing units use ozonated water as an
effective and efficient  sanitizing  rinse prior to filling the containers  with
products such as bottled water, sodas, and fruit juices.

      The  acquisition  is  subject  to a number  of  conditions  including  the
completion  of due  diligence by each party.  Although  management  of Cyclo3pss
anticipates  that the acquisition  will be completed,  there can be no assurance
that all conditions to the acquisition  will be met or that the acquisition will
be effected.

      As part of the acquisition,  it is anticipated that John Winings,  the CEO
of OxiDyn,  will be appointed as the CEO of  Cyclo3pss.  It is also  anticipated
that upon  completion  of the  acquisition,  Cyclo3pss  current CEO,  William R.
Stoddard will continue as president of Cyclo3pss.

      It is anticipated that OxiDyn will operate as a wholly-owned subsidiary of
Cyclo3pss.

Item 7.  Financial Statements and Exhibits

      Attached here to is a copy of the Term Sheet/Letter  Agreement executed by
Cyclo3pss and OxiDyn.


                                   SIGNATURE

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

                                    Cyclo3pss Corporation

Date: November 29, 2000

                                    By:   /s/ William R. Stoddard
                                   ----------------------------------------
                                         William R. Stoddard
                                         Chief Executive Officer



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