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

                                          FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2001

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
______________

                          COMMISSION FILE NUMBER: 0-31591

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


                Nevada                                      65-0036344
(State or jurisdiction of incorporation                I.R.S. Employer
         or organization)                           Identification No.)

  2525 South Shore Boulevard, Suite 309, League City, Texas   77573
           (Address of principal executive offices)        (Zip Code)

                Registrant's telephone number:  (281) 334-5940

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock,
$0.001 par value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days.  Yes   X       No          .

As of July 20, 2001, the Registrant had 15,206,936 shares of common
stock issued and outstanding.

                               TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                              PAGE

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS AS OF
         FEBRUARY 28, 2001 AND MAY 31, 2001                         3

         CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED MAY 31, 2000
         AND MAY 31, 2001, AND FROM INCEPTION
         THROUGH MAY 31, 2001                                       4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         THE THREE MONTHS ENDED MAY 31, 2000
         AND MAY 31, 2001, AND FROM INCEPTION
         THROUGH MAY 31, 2001                                       5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS              8

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK                                         11

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                         11

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                 11

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           11

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
         OF SECURITY HOLDERS                                       11

ITEM 5.  OTHER INFORMATION                                         11

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                          11

SIGNATURE                                                          12

                              ZYDANT CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED BALANCE SHEETS

                                                  February 28        May 31
                                                      2001            2001
                                                                 (Unaudited)

                                   ASSETS

Current assets
Cash                                              $   166,032     $   12,709
Total current assets                                  166,032         12,709

Fixed assets, net                                      94,720         80,198

Other assets                                          554,027        554,027

Total assets                                          814,329        646,934

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities               48,154         70,737

Due to related party                                  305,680        305,680

Total current liabilities                             353,834        376,417

Total liabilities                                     353,834        376,417

Commitments and contingencies                               -              -

Stockholders' equity
Common stock, $0.001 par value; 50,000,000
shares authorized, 14,900,031 and 15,196,936
issued and outstanding as of May 31, 2000
and 2001, respectively                                 15,197         15,197
Additional paid-in capital                         13,679,083     13,679,083
Accumulated deficit prior to the development
stage                                                (816,462)      (816,462)
Accumulated deficit during the development
stage                                             (12,417,323)   (12,607,301)
Total stockholders' equity                            460,495        270,517

Total liabilities and stockholders' equity            814,329        646,934

         See Accompanying Notes to Consolidated Financial Statements

                                ZYDANT CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                                               March 1, 1998
                                            Three Months        (Inception)
                                            Ended May 31       through May 31
                                         2000          2001         2001

Revenue
                                         $      -      $     -   $         -
Operating expenses
Professional fees                         103,426       14,332       881,116
Wages and payroll taxes                   169,978      112,709     1,037,710
Consulting and contract labor                   -            -     9,439,264
Depreciation                               14,618       14,072       110,723
Interest expense                               14            -        22,744
Advertising                                 1,860          600       100,256
General and administrative                 57,871       49,181       905,328

Total operating expenses                  347,767      190,894    12,497,141

Net loss from operations                 (347,767)    (190,894)  (12,497,141)

Other income (expense)
Forgiveness of debt                             -            -       306,019
Related party bad debts                         -            -      (179,172)
Interest income                             8,573          916        31,458
Gain (loss) on sale of fixed assets             -            -        18,287
Loss on investments                             -            -      (440,000)
Interest Income                           152,898            -       153,248
Total other income (expense)              161,471          916      (110,160)

Net loss before provision for income
taxes                                    (186,296)    (189,978)  (12,607,301)

Provision for income taxes                      -            -             -

Net loss                                 (186,296)    (189,978)  (12,607,301)

Basic and diluted loss
per common share                            (0.01)       (0.01)        (1.00)

Basic and diluted
weighted average common
shares outstanding                     14,900,031   15,196,936    12,632,761

          See Accompanying Notes to Consolidated Financial Statements

                             ZYDANT CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                                               March 1, 1998
                                            Three Months        (Inception)
                                            Ended May 31       through May 31
                                         2000          2001         2001

Cash flows from operating
activities:
Net loss                                $  (186,296)  $ (189,978) (12,607,301)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Common stock issued for expenses                  -            -    9,478,064
Loss (gain) on sale of fixed assets               -            -      (18,287)
Depreciation                                 14,618       14,072      110,723
Related party bad debts                           -            -      179,172
Loss on investment                                -            -      440,000
Forgiveness of debt                               -            -    (306,019)
Changes in operating assets
and liabilities:
Decrease in accounts receivable                   -            -         304
Increase (decrease) in due to related
Party                                       300,000            -     715,883
Increase in other assets                          -            -    (524,027)
Increase (decrease) in
accounts payable and accrued
liabilities                                (150,359)      22,583      70,737
Net cash used by
operating activities                        (22,037)    (153,323) (1,936,724)

Cash flows from investing
activities:
Purchase of fixed assets                    (13,294)           -    (193,290)
Purchase of other assets                          -            -    (524,027)
Proceeds from sale of fixed assets                -            -      62,050
Net cash used by
investing activities                        (13,294)           -    (655,267)

Cash flows from financing
activities:
Proceeds from issuance of
common stock                                      -            -   2,660,000
Proceeds from shareholder
Contribution                                      -            -
Principal payments on notes payable               -            -     (55,300)
Net cash provided by
financing activities                              -            -   2,604,700

Net increase (decrease) in cash             (35,331)    (153,323)     12,709

Cash, beginning of period                   817,797      166,032           -

Cash, end of period                         782,466       12,709      12,709

Supplemental disclosure of cash flow
Cash paid for interest                            -            -           -
Cash paid for income taxes                        -            -           -

Principal payments on notes
payable through the issuance
of common stock                                   -            -     394,903

Common stock issued for the
Acquisition of assets                             -            -     440,000

             See Accompanying Notes to Consolidated Financial Statements

                            ZYDANT CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)

1.  INTERIM RESULTS

The accompanying consolidated financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements.  Therefore, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.  These financial statements should be read in
conjunction with our consolidated financial statements and the notes thereto
for the fiscal year ended February 29, 2001 contained in Annual Report on
Form 10-K.

In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows for the periods presented have been
made.  The results of operations for the three-month periods ended May 31,
2000 and May 31, 2001 are not necessarily indicative of the operating results
that may be expected for the entire year ending February 28, 2002.

2.  RELATED PARTY TRANSACTIONS

As of May 31, 2001, the balance due to related party totaling $305,680
consisted of advances from Northwest Capital Partners, LLC (an entity wholly
owned by a director and stockholder of the Company), bearing no interest, and
due February 28, 2002.

3.  OTHER ASSETS

Other asset of $554,027 as of May 31, 2001 consists of a 15% working interest
in a petroleum exploration permit covering approximately 29,000 acres of the
Taranaki Basin on the North Island of New Zealand.  Management believes that
this capitalized working interest in a petroleum exploration permit may
provide future revenue benefits, however has determined to discontinue future
additional investment in this asset since it does not compliment the
Company's current business direction.  The Company is currently pursuing the
sale of this asset.  For the three months ended May 31, 2001, amortization
expense has not been recorded for the capitalized working interest in the
petroleum permit since revenues related to the permit have not been
recognized for these periods.

4.  GOING CONCERN

The Company incurred a net loss of approximately $190,000 for the three
months ended May 31, 2001.  The Company has not commenced its planned
operations and has recurring net losses along with no recorded revenues.
Those factors create an uncertainty about the Company's ability to continue
as a going concern.  The Company's management has developed a plan to
complete the development of technology products and services to generate
future revenues.  The Company will also seek additional sources of capital
through equity or debt offering, but there can be no assurance that the
Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan.  The
financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview

We are a development stage company that plans to provide wireless
Internet deployment services  to end users of a wide variety of hand-held
personal digital assistants, or PDAs.  Our company was organized in June 1971
under the laws of the state of New York under the name The Bolton Group, Ltd.
Our company engaged in various businesses and underwent several name changes
between 1971 and 1994, when we changed our name to Titan Resources, Inc.
Between June 1994 and 1997, as Titan Resources, we owned and operated an
industrial mining and sales operation and other oil interests through our
subsidiary American Monarch Energy Corp.  Beginning in March 1997 and
continuing to March 1998, we had no assets or operations In March 1998, we
entered into an asset purchase agreement with Mobilelink Communications, for
the rights and title to all of Mobilelink's intellectual property, consisting
of software and other intangibles, in exchange for 220,000 shares of our
company and 5% of the gross sales of licenses of the intellectual property
(which was to be paid to Affiliated Resources Corporation, from which
Mobilelink originally purchased the intellectual property).  We formed a
subsidiary, Titan Wireless, Inc., in March 1998 and immediately placed all of
the acquired intellectual property from Mobilelink into the subsidiary in
exchange for 100% of the issued stock of the subsidiary.  We own 100% of the
issued and outstanding stock of Titan Wireless, Inc.

We have been in the development stage since we purchased the assets of
Mobilelink in March 1998.  During October 1999 we acquired all the capital
stock of PalmWorks, Inc., a non-operating privately held Nevada corporation
pursuant to a stock-for-stock acquisition.  Since that time, we have
reincorporated our company in Nevada, and have changed our name to Zydant
Corporation in an effort to further distinguish our company from our
competitors.  During fiscal 2000, we determined that our investment in the
intellectual property of Mobilelink was a non-viable asset with no future
benefits to our company, and we wrote-off that investment resulting in a loss
of $440,000. We have developed our own patent pending software technology for
the deployment of online applications.  We plan to offer our deployment
solution service on a subscription basis.

During November 1999, through the settlement of a lawsuit involving
Titan Resources, we acquired an undivided 15% working interest in petroleum
exploration permit PEP38721 covering approximately 29,000 acres of the
Taranaki Basin on the North Island of New Zealand.  GEL Exploration of
Houston, Texas is the operator of the permit.  Exploration work including a
drill and sidetrack began in August of 2000.  There were some gas and oil
finds in the exploration drilling completed between August and November of
2000. Our company has invested approximately $497, 000 in this asset during
fiscal year ending February 28, 2001. During May 2000, we issued a $300,000
note payable to Northwest Capital Partners for working capital purposes and
we used this capital to support our 15% working interest in permit PEP38721,
these funds were used for the first exploration drill, Crusaders 1.  The note
does not bear interest and is due February 2002. In August of 2000 our
company invested $97,000 of its working capital to support our 15% working
interest in permit PEP38721, these funds were used for an exploration
sidetrack drill, Crusaders 1A.  GEL Exploration has shipped much of their
drilling equipment from Houston, TX  to New Zealand to help minimize the
costs of exploration, and has re-engineered previous seismic as well as
performed new seismic on much of the permit area.

The company has not yet realized any return value from this asset.
Although the company recognizes the potential for future value from this
asset, it recognizes that any further investment in this asset would not
support the company's business plan. Therefore, the company is currently
pursuing the sale of this asset.  The company does not intend to invest
additional capital in this asset and does not intend to pursue further this
type of business activity.

Results of Operations

The following table provides, for the periods shown, the line items
included in our consolidated statements of operations.

                            Year Ended                 Three Months Ended
                    February   February   February     May 31       May 31
                       28         29         28        2000         2001
                      1999       2000      2001
Revenue             $      -   $      -    $    -      $      -     $     -
Operating expenses
Professional fees    168,702    315,993   382,089       103,426      14,332
Wages and payroll
Taxes                      -    252,194   672,087       169,978     112,709
Consulting,
Contract labor       289,169  9,112,700    37,395             -           -
Depreciation          13,100     25,563    57,988        14,618      14,072
Interest expense      14,500      7,755       489            14           -
Advertising           76,685      4,070    18,901         1,860         600
General and
Administrative       337,828    224,725   293,594        57,871      49,181
Total operating
Expenses             899,984  9,943,000 1,463,263       347,767     190,894
Net loss from
Operations          (899,984)(9,943,000)(1,463,263)     (347,767)  (190,894)
Other income
(expense)
Forgiveness of
Debt                 306,019          -          -             -          -
Related party bad
Debts               (169,172)         -    (10,000)            -          -
Interest income            -      2,617     27,925         8,573        916
Gain on sale of
fixed assets          18,606          -       (319)            -          -
Loss on
Investments                -   (440,000)         -             -          -
Other income
(expense)                  -          -    153,248       152,898          -
Total other income
(expense)            155,453   (437,383)   170,854       161,471        916
Net loss            (744,531)(10,380,383(1,292,409)     (186,296)  (189,978)

Results of Operations for the Three Months Ended May 31, 2001 Compared with
the Three Months Ended May 31, 2000

We continued to incur operating losses during the first quarter. We
incurred net losses of approximately $190,000 for the three months ended May
31, 2001 compared with approximately $186,000 for the three months ended May
31, 2000.  We realized a reduction in professional fees of approximately
$87,000 for the three months ended May 31, 2001, compared to the three months
ended May 31, 2000.  For the period ended May 31, 2000, our professional fees
were higher primarily due to costs associated with the filing of our S-1
registration statement with the Securities and Exchange Commission, and
residual of pending litigation associated with the former company.

We realized a reduction in wages and payroll taxes, as result of a
temporary layoff at period ended May 31, 2001.  This temporary layoff was
implemented to further reduce our operating costs, until additional funding
is secured.

Liquidity and Capital Resources

Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to research and development
activities and for general purposes.  Our cash for research and development
and general operating expenses is primarily obtained through cash flows from
financing activities.

We have significant ongoing liquidity needs to support our existing
business and research and development activities.  Our liquidity is actively
managed on a periodic basis and our financial status, including our
liquidity, is reviewed periodically by our management.  This process is
intended to ensure the maintenance of sufficient funds to meet the needs of
our company.

During the three months ended May 31, 2001, we realized a net loss of
approximately $190,000 compared with a net loss in the three months ended May
31, 2000 of approximately $348,000.  The overall decrease in our net loss is
primarily due to a decrease in operations, until additional funding is secured.

We are continuing our efforts to raise additional capital through
equity or debt financings.  We plan to raise approximately $1,000,000 in
equity or debt financing during the next fiscal quarter.  We believe that we
will require approximately $5 million of operating capital to meet our needs
for the next 12 months based upon our full operation cost history and the
capital requirements needed to carry out our business plan.

A delay in any financing could inhibit our abilities to continue
operations, and carry out our business plan.

We have forecasted approximately $5 million in operating expenses
through May 31, 2002.  These operating expenses include:

approximately $1.1 million in payroll expense related to our increased
staffing requirements;

approximately $1.0 million for legal, professional, and corporate
insurance expenses related to our company becoming a "reporting company;"
and preparing for online services; and

approximately $2.0 million in marketing and advertising related to our
introductory marketing campaign.

We anticipate incurring substantial losses in the future and will
likely require significant additional financing in the future in order to
satisfy our cash requirements.  We intend to raise additional capital through
debt and equity financings to fund our continued growth.  Our need for
additional capital to finance our operations and growth will be greater
should, among other things, our revenue or expense estimates prove to be
incorrect, particularly if we do not find additional sources of capital.  If
we do not find additional sources of capital, we may be required to reduce
the scope of our business activities until other financing can be obtained.
We cannot predict the timing or amount of our capital requirements at this
time.  We may not be able to obtain additional financing in sufficient
amounts or on acceptable terms when needed, which could adversely affect our
operating results and prospects.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Registrant is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the
Registrant has been threatened.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

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

Exhibits.

Exhibits included or incorporated by reference herein are set forth in
the attached Exhibit Index.

Reports on Form 8-K.

There were no reports on Form 8-K filed during the first quarter of the
fiscal year covered by this Form 10-Q.

                              SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date: July 23, 2001                          ZYDANT CORPORATION

                                             By: /s/  James T. Voss
                                             James T. Voss, Chairman of the
                                             Board of Directors,
                                             Chief Executive Officer
                                             and President

                         EXHIBIT INDEX

Exhibit                    Description
No.

2      Agreement of Merger and Plan of Merger and Reorganization dated
       April 17, 2000 by and between Palm Works, Inc., a New York
       corporation and the Registrant (incorporated by reference to
       Exhibit 2.2 of the Form S-1/A filed on July 5, 2000).

3.1    Articles of Incorporation of the Registrant, dated July 26, 1999
      (incorporated by reference to Exhibit 3.1 of the Form S-1 filed on
       May 4, 2000).

3.2    Certificate of Amendment to Articles of Incorporation, dated
       August 23, 2000 (incorporated by reference to Exhibit 3.2 of the
       Form 10-K filed on June 26, 2001).

3.3    Certificate of Amendment to Articles of Incorporation, dated
       October 4, 2000 (incorporated by reference to Exhibit 3.3 of the
       Form 10-K filed on June 26, 2001).

3.4    Bylaws of the Registrant, dated April 20, 2000 (incorporated by
       reference to Exhibit 3.2 of the Form S-1 filed on May 4, 2000).

4.1    Specimen of Common Stock Certificate (incorporated by reference to
       Exhibit 4.1 of the Form S-1/A filed on July 5, 2000).

4.2    2000 Equity Incentive Compensation Plan, dated December 1, 2000
      (incorporated by reference to Exhibit 4.2 of the Form 10-K filed
       on June 26, 2001).

10.1   Lease Agreement dated July 1, 1998 between the Registrant and
       American National Insurance Company (incorporated by reference to
       Exhibit 10.1 of the Form S-1/A filed on July 5, 2000).

10.2   Consulting Agreement dated September 28, 1999 between the
       Registrant and Northwest Capital Partners, L.L.C (incorporated by
       reference to Exhibit 10.2 of the Form S-1 filed on May 4, 2000).

10.3   Compensation Agreement dated October 28, 1999 between the
       Registrant and James T. Voss (incorporated by reference to Exhibit
       10.3 of the Form S-1 filed on May 4, 2000).

10.4   Compensation Agreement dated October 28, 1999 between the
       Registrant and Ellen S. Eckler (incorporated by reference to
       Exhibit 10.4 of the Form S-1 filed on May 4, 2000).

10.5   Loan Agreement, Revolving Note, and Security Agreement between the
       Registrant and Northwest Capital Partners, L.L.C (incorporated by
       reference to Exhibit 10.5 of the Form S-1/A filed on July 5,
       2000).

10.6   Letter of intent from the Registrant to Excellular Incorporated
       and Covault Corporation re: PDA Data (incorporated by reference to
       Exhibit 10.6 of the Form S-1/A filed on July 5, 2000).

16     Letter from Bob Stephens & Associates, P.C. to the Commission re:
       Change in Certifying Accountant (incorporated by reference to
       Exhibit 16.1 of the Form S-1/A filed on July 5, 2000).

21     Subsidiaries of the Registrant (incorporated by reference to
       Exhibit 21 of the Form 10-K filed on June 26, 2001).