UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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


                For the quarterly period ended November 30, 2000


                        Commission file number 000-31591


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



             NEVADA                                              76-0630801
  (State or other jurisdiction                                 I.R.S. Employer
of incorporation or organization)                            Identification No.)


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


                                 (281) 334-5940
              (Registrant's telephone number, including area code)


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) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

At  January  12,  2001 the  Registrant  had  15,196,936  shares of Common  Stock
outstanding.
<PAGE>
                               ZYDANT CORPORATION
                            INDEX TO QUARTERLY REPORT
                                  ON FORM 10-Q

                                                                            Page
                                                                            ----
Part I.   Financial Information

  Item 1. Consolidated Financial Statements:

          Consolidated Balance Sheets......................................  3

          Consolidated Statements of Operations............................  4

          Consolidated Statements of Cash Flows............................  5

          Notes to Consolidated Financial Statements.......................  6

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations..............................  7

  Item 3. Quantatative and Qualitative Disclosure About Market Risk........ 10


Part II.  Other Information

  Item 1. Legal Proceeding................................................. 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

Signatures................................................................. 12

                                       2
<PAGE>
                               ZYDANT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                FEBRUARY 29,       NOVEMBER 30,
                                                                    2000               2000
                                                                ------------       ------------
<S>                                                          <C>                <C>
                                     ASSETS
Current assets
  Cash ...................................................      $    817,797       $    398,336
  Notes receivable .......................................            10,000             10,000
                                                                ------------       ------------
    Total current assets .................................           827,797            408,336

Fixed assets, net ........................................           137,792            108,883

Other assets .............................................           155,000            552,500
                                                                ------------       ------------

        Total assets .....................................      $  1,120,589       $  1,069,719
                                                                ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities ...............      $    193,650       $     42,956

  Due to related party ...................................                --            305,680
                                                                ------------       ------------

        Total current liabilities ........................           199,330            348,636
                                                                ------------       ------------

        Total liabilities ................................           199,330            348,636

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 February 29, 2000 and
   November 30, 2000, respectively .......................      $     14,900       $     15,197
  Additional paid-in capital .............................        12,847,735         13,544,938
  Accumulated deficit prior to the development stage .....          (816,462)          (816,462)
  Accumulated deficit during the development stage .......       (11,124,914)       (12,022,590)
                                                                ------------       ------------
        Total stockholders' equity .......................           921,259            721,083
                                                                ------------       ------------

        Total liabilities and stockholders' equity .......      $  1,120,589       $  1,069,719
                                                                ============       ============
</TABLE>

                                       3
<PAGE>
                               ZYDANT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED            NINE MONTHS ENDED          MARCH 1, 1998
                                                      NOVEMBER 30,                  NOVEMBER 30,              THROUGH
                                             ----------------------------   ----------------------------    NOVEMBER 30,
                                                 1999            2000            1999           2000           2000
                                             ------------    ------------   ------------    ------------   ------------
<S>                                         <C>              <C>           <C>             <C>             <C>
Revenue ..................................   $         --    $         --   $         --    $         --   $         --
                                             ------------    ------------   ------------    ------------   ------------
Operating expenses
  Professional fees ......................        225,706          86,860        286,047         355,413        840,108
  Wages and payroll taxes ................         81,704         131,031        135,481         441,076        693,270
  Consulting and contract labor ..........      1,771,200              --      1,771,200              --      9,401,869
  Depreciation ...........................          2,205          14,552         14,987          43,375         82,038
  Interest expense .......................             --              --             --             488         22,743
  Advertising ............................            241          14,781            648          17,606         98,361
  General and administrative .............         49,783          83,038        176,442         216,562        779,115
                                             ------------    ------------   ------------    ------------   ------------

        Total operating expenses .........      2,130,839         330,262      2,384,805       1,074,520     11,917,504

Net loss from operations .................     (2,130,839)       (330,262)    (2,384,805)     (1,074,520)   (11,917,504)
                                             ------------    ------------   ------------    ------------   ------------
Other income (expense)
  Forgiveness of debt ....................             --              --             --              --        306,019
  Related party bad debts ................            207              --             --              --       (169,172)
  Interest income ........................             --           6,119             --          23,917         26,534
  Gain (loss) on sale of fixed assets ....             --              --             --            (321)        18,285
  Loss on investments ....................             --              --             --              --       (440,000)
  Interest income ........................          1,500              --          2,617         153,248        153,248
                                             ------------    ------------   ------------    ------------   ------------
        Total other income (expense) .....          1,707           6,119          2,617         176,844       (105,086)
                                             ------------    ------------   ------------    ------------   ------------
Net loss before provision for income
 taxes ...................................     (2,129,132)       (324,143)    (2,382,188)       (897,676)   (12,022,590)
                                             ------------    ------------   ------------    ------------   ------------

Provision for income taxes ...............             --              --             --              --             --
                                             ------------    ------------   ------------    ------------   ------------

Net loss .................................   $ (2,129,132)   $   (324,143)  $ (2,382,188)   $   (897,676)  $(12,022,590)
                                             ===========     ===========    ===========     ===========    ===========

Basic and diluted loss per common share...   $      (0.17)   $      (0.02)  $      (0.19)   $      (0.06)  $      (3.31)
                                             ============    ============   ============    ============   ============

Basic and diluted weighted average
 common shares outstanding ...............     12,681,045      15,151,962     12,681,045      15,018,015      3,632,163
                                             ============    ============   ============    ============   ============
</TABLE>
                                       4
<PAGE>
                               ZYDANT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED          MARCH 1, 1998
                                                                  NOVEMBER 30,              THROUGH
                                                          ----------------------------     NOVEMBER 30,
                                                              1999            2000             2000
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Cash flows from operating activities:
  Net loss ............................................   $ (2,382,188)   $   (897,676)   $(12,022,590)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Common stock issued for expenses ..................      1,771,200          97,500       9,343,919
    Loss (gain) on sale of fixed assets ...............             --             321         (18,285)
    Depreciation ......................................         14,987          43,375          82,038
    Related party bad debts ...........................             --              --         169,172
    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/from related
     party ............................................        (55,300)        300,000         715,883
    Increase in other assets ..........................             --        (397,500)       (397,500)
    Increase (decrease) in accounts payable and
     accrued liabilities ..............................        (47,491)       (150,694)         42,956
                                                          ------------    ------------    ------------
        Net cash used by operating activities .........       (698,792)     (1,004,674)     (1,950,122)

Cash flows from investing activities:
  Purchase of fixed assets ............................           (531)        (16,837)       (193,292)
  Purchase of other assets ............................             --              --        (125,000)
  Proceeds from sale of fixed assets ..................             --           2,050          62,050
                                                          ------------    ------------    ------------
        Net cash used by investing activities .........           (531)        (14,787)       (256,242)

Cash flows from financing activities:
  Proceeds from issuance of common stock ..............        706,422         600,000       2,660,000
  Proceeds from shareholder contribution ..............             --              --              --
  Principal payments on notes payable .................             --              --         (55,300)
                                                          ------------    ------------    ------------
        Net cash provided by financing activities .....        706,422         600,000       2,604,700
                                                          ------------    ------------    ------------

Net increase (decrease) in cash .......................          7,099        (419,461)        398,336

Cash, beginning of period .............................          2,047         817,797              --
                                                          ------------    ------------    ------------

Cash, end of period ...................................   $      9,146    $    398,336    $    398,336
                                                          ============    ============    ============
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
                                                          ============    ============    ============
</TABLE>

                                       5
<PAGE>
                               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

     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 and nine-month  periods
     ended  November 30, 2000 are not  necessarily  indicative  of the operating
     results that may be expected for the entire year ending  February 28, 2001.
     These  financial   statements  should  be  read  in  conjunction  with  our
     consolidated financial statements and the notes thereto for the fiscal year
     ended February 29, 2000 contained in our registration statement on Form S-1
     (Registration No. 333-36290).

2.   RELATED PARTY TRANSACTIONS

     As of November 30, 2000, 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  assets  totaling   $552,500  at  November  30,  2000,   consists  of
     capitalized 15% working interest in petroleum exploration permit, PEP38721,
     recorded  at  historical   cost.  This  includes  an  additional   $397,500
     investment to cover 15% of the  exploration  costs,  during the nine months
     ended November 30, 2000. If the exploration does not prove to be profitable
     for production, the Company will write-off the capitalized working interest
     as an expense.

4.   OTHER INCOME

     In May 2000, our management  evaluated  outstanding payables and determined
     that certain payables have been absolved of future liability.  For the nine
     months ended November 30, 2000, the absolved payables have been recorded as
     Other Income approximating $150,000.

                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT RESULTS

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations contains  "forward-looking  statements" within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements  regarding our expected  financial position
and  operating  results,  our business  strategy,  and our  financing  plans are
forward-looking statements.  These statements can sometimes be identified by our
use of forward-looking  words such as "may," "will,"  "anticipate,"  "estimate,"
"expect," or "intend." Known and unknown risks, uncertainties, and other factors
could cause our actual results to differ  materially from those  contemplated by
these statements. Such risks and uncertainties are discussed in our filings with
the  Securities  and Exchange  Commission and include our ability to attract and
retain customers for our subscription  services,  our ability to find additional
sources of capital,  our ability to generate  revenue to support our operations,
our  ability to compete in the highly  competitive  markets in which we operate,
and our ability to respond to technological developments affecting the industry.

     All   references  to  "we,"  "our,"  "us,"  or  "Zydant"  refer  to  Zydant
Corporation, and its predecessors, operating divisions, and subsidiaries.

     This report should be read in conjunction with our  registration  statement
on Form S-1, filed May 4, 2000 and declared  effective October 13, 2000, and all
supplements and amendments thereto.

OVERVIEW

     We are a development  stage company that plans to provide wireless Internet
application  and  information  services to 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).  Pursuant to that acquisition,  if the gross sales from
licenses did not equal at least  $200,000  within 24 months from the date of the
purchase, then the acquired assets would be returned to Mobilelink.  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 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.  Although  we do not  plan to use  any of the  assets  purchased  from
Mobilelink  as a part of our future  business  activity,  we plan to acquire and
develop new software  and  software  applications  and to use a  combination  of
purchased and internally developed software and software applications to deliver
wireless  information  services  over the  Internet on a  subscription  basis to
wireless PDAs.

     During November 1999,  through the settlement of a lawsuit  involving Titan
Resources,  we were  awarded 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.  The  Operating  Committee  for  PEP38721
includes  representation  from all of the interest owners. With consensus of the
Operating  Committee,  GEL completed an exploratory  drill, the Crusaders-1,  as
well as a sidetrack,  the Crusaders-1A.  We have invested approximately $397,000
for our  share of the  costs  of this  exploration.  As of  November  2000,  GEL

                                       7
<PAGE>
Exploration  reported shows of both oil and gas during the  exploratory  drills,
but nothing suitable for profitable production. The exploratory drills have been
temporarily plugged until further seismic data is collected.  In order to reduce
the costs of further exploration, GEL Exploration has begun relocating equipment
from the  United  States to New  Zealand.  GEL plans to meet with the  Operating
Committee in late January 2001 to review status, and discuss further exploration
options.  Our company  borrowed  $300,000 from Northwest  Capital  Partners,  an
affiliate of our company,  to support our  interest in the  exploration  of this
asset.  We  believe  that we would be able to  obtain  additional  financing  to
support any future  exploration.  If the  operator  does not discover oil on our
concession and we determine  that an  opportunity  for us to realize a return on
our investment does not exist, we do not intend to invest additional  capital in
this asset and do 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.

<TABLE>
<CAPTION>
                                                  YEAR ENDED                         THREE MONTHS ENDED
                                 --------------------------------------------    ----------------------------
                                 FEBRUARY 28,    FEBRUARY 28,    FEBRUARY 29,    NOVEMBER 30,    NOVEMBER 30,
                                     1998            1999            2000            1999            2000
                                 ------------    ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>             <C>
Revenue ......................   $         --    $         --    $         --    $         --    $         --
                                 ------------    ------------    ------------    ------------    ------------
Operating expenses
  Professional fees ..........             --         168,702         315,993         225,706          86,860
  Wages and payroll taxes ....             --              --         252,194          81,704         131,031
  Consulting, Contract labor .             --         289,169       9,112,700       1,771,200              --
  Depreciation ...............            546          13,100          25,563           2,205          14,552
  Interest expense ...........             --          14,500           7,755              --              --
  Advertising ................             --          76,685           4,070             241          14,781
  General and administrative .         19,252         337,828         224,725          49,783          83,038
                                 ------------    ------------    ------------    ------------    ------------
    Total operating expenses .         19,798         899,984       9,943,000       2,130,839         330,262
                                 ------------    ------------    ------------    ------------    ------------
Net loss from operations .....   $    (19,798)   $   (899,984)     (9,943,000)     (2,130,839)       (330,262)
Other income (expense)
  Forgiveness of debt ........             --         306,019              --              --              --
  Related party bad debts ....             --        (169,172)             --             207              --
  Interest income ............             --              --           2,617              --           6,119
  Gain on sale of fixed assets             --          18,606              --              --              --
  Loss on investments ........             --              --        (440,000)             --              --
  Other income (expense) .....             --              --              --           1,500              --
                                 ------------    ------------    ------------    ------------    ------------
Total other income (expense)               --         155,453        (437,383)          1,707           6,119
                                 ------------    ------------    ------------    ------------    ------------
Net loss .....................   $    (19,798)   $   (744,531)   $(10,380,383)   $ (2,129,132)   $   (324,143)
                                 ============    ============    ============    ============    ============
</TABLE>

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 COMPARED WITH
THE THREE MONTHS ENDED NOVEMBER 30, 1999

     We  continued  to incur  operating  losses  during  the third  quarter.  We
incurred  net  losses  of  approximately  $324,000  for the three  months  ended
November 30, 2000 compared with  approximately  $2,129,000  for the three months
ended  November  30,  1999.  The overall  decrease  in  operating  expenses  was
primarily  a  result  of  a  decrease  in  consulting   and  contract  labor  of
approximately  $1,771,000.  We did not  incur any  expense  for  consulting  and
contract  labor for the three  months ended  November  30, 2000.  We realized an
expense of  approximately  $1,771,000  for consulting and contract labor for the
three months ended November 30, 1999 which was  associated  with the issuance of
common stock pursuant to our agreement with Northwest Capital Partners.

     Our costs for the three months ended  November 30, 2000 include an increase
in overall payroll compensation and related taxes of approximately  $49,000. For
three months ended  November 30, 2000 we had a payroll and related taxes expense
of approximately  $131,000 compared with approximately  $82,000 for three months
ended November 30, 1999. This increase was due to the addition of six employees.

     The majority of the increase in general and administration  expense was due
to costs associated with the growth and development of our staff,  company,  and
infrastructure.

                                       8
<PAGE>
     We expect a continued  increase in  operating  costs as we prepare to bring
our  services  online.  Although we expect to generate  revenue  during the year
ended February 28, 2001, we expect to continue to incur losses from  operations.
We expect  increases in our wage and payroll tax expenses over the next 12 to 18
months,  as well as  additional  expenses  for  contract  labor.  We  anticipate
increases in marketing and advertising expenses as we approach the launch of our
online services.  We expect continued  increases in marketing and advertising in
our  attempt to gain  market  share.  We also  expect  increases  in general and
administrative  expenses.  These  increases  will be  incurred  from  additional
staffing,  management personnel,  and increases in existing management personnel
salaries.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED NOVEMBER 30, 2000 COMPARED WITH
THE NINE MONTHS ENDED NOVEMBER 30, 1999

     Our company  realized a decrease in total  operating  costs during the nine
months ended November 30, 2000. For nine months ended November 30, 2000 we had a
net loss from operations of approximately  $1,075,000  compared with nine months
ended  November  30,  1999 we had a net loss from  operations  of  approximately
$2,385,000.  During the third quarter of the nine months ended November 30, 1999
we incurred an expense of $1,771,200 in consulting and contract labor associated
with the  issuance of common stock  pursuant to our  consulting  agreement  with
Northwest Capital Partners.

     We realized an expense of approximately  $355,400 for professional  fees in
the  nine  months  ended   November  30,  2000  compared  with  and  expense  of
approximately  $286,000 for the nine months ended November 30, 1999, these costs
were incurred with respect to our company becoming a reporting company.

     We realized an increase in wages and payroll taxes in the nine months ended
November 30, 2000 due to our hiring six  additional  employees.  During the nine
months ended November 30, 1999 we realized an expense of approximately  $135,400
for wages and payroll taxes  compared with  approximately  $441,000 for the nine
months ended November 30, 2000.

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  November 30, 2000, we realized a net loss of
approximately  $324,000  compared  with a net  loss in the  three  months  ended
November  30, 1999 of  approximately  $2,129,000.  During the three months ended
November 30, 1999 we incurred a greater net loss due to consulting  and contract
labor  associated  with the issuance of common stock  pursuant to our consulting
agreement with Northwest Capital Partners.

     During the nine months ended November 30, 2000 we used  approximately  $1.0
million of cash in operating  activities  compared with  approximately  $699,000
during the nine months ended  November  30,  1999.  During the nine months ended
November  30,  2000,  we realized a net loss of  approximately  $898,000,  which
included  non-cash  expenses of approximately  $97,500 of common stock issued in
lieu of expenses and approximately $43,375 of depreciation expense. The increase
of  approximately  $397,500  was  primarily  due to  proceeds  of  approximately
$300,000 from a financing  activity with a related party and increased  payments
of accrued  liabilities  and  accounts  payable.  The note payable was issued to
Northwest Capital Partners,  an affiliate of our company, in connection with our
investment in a petroleum exploration permit.

     During the nine months  ended  November 30, 2000 we realized an increase in
overall net cash used for operating activities.  For the nine month period ended
November 30, 1999 the net cash used for operating  activities was  approximately
($699,000)  compared with  approximately  ($1,005,000) for the nine months ended
November 30, 2000.

     During the nine months  ended  November  30,  2000,  we used  approximately
$14,800 in investing activities related to the purchase of fixed assets.

                                       9
<PAGE>
     During the nine months  ended  November  30,  2000,  we  generated  cash of
$600,000 in financing activities related to proceeds from a private placement of
our common stock during June and August 2000.

     We are continuing our efforts to raise additional capital through equity or
debt  financings.  During  June  2000,  we  raised  $350,000  through  a private
placement  of our  common  stock.  In August we  raised an  additional  $250,000
through a private  placement of our common stock. We believe that  approximately
$5 million of operating  capital  should satisfy our need for capital during the
next 12  months  based  upon our  current  operating  capital  requirements  and
business plan.

     A delay in any offering could cause a delay in our projections for bringing
services online.  In the event that we do not raise  additional  capital through
equity  or debt  financings  in the  near  future,  we plan to draw on our  $1.0
million revolving note for Northwest Capital Partners.

     We have forecasted approximately $4.9 million in operating expenses through
September 2001. 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 insurance expenses
     related to our company becoming a "reporting company;" 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.

                                       10
<PAGE>
                               ZYDANT CORPORATION

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     During October 2000 we issued to two accredited investors 140,000 shares of
common stock at $2.50 per share. We also issued to these  investors  warrants to
purchase  14,000 shares of common stock at an exercise price of $2.50 per share.
The  warrants  expire in December  2001.  We issued  these  shares and  warrants
without  registration  under the  Securities  Act in reliance  on the  exemption
provided by Section 4(2) of the Securities Act as a transaction by an issuer not
involving a public offering.

     During November 2000 we issued to one accredited investor 125,000 shares of
common stock at $2.00 per share.  We issued these  shares  without  registration
under the Securities  Act in reliance on the exemption  provided by Section 4(2)
of the  Securities  Act as a  transaction  by an issuer not  involving  a public
offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     Not applicable.

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

     By a stockholder  written  consent,  on October 4, 2000 our company changed
its name to Zydant Corporation. We received 7,865,000 votes in favor of the name
change, out of a total of 14,900,031 shares outstanding.

ITEM 5. OTHER INFORMATION.

     Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          None.

     (b)  Reports on Form 8-K

          Not applicable.

                                       11
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  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: January 12, 2001

                                        ZYDANT CORPORATION


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


Dale: January 12, 2001

                                        By: /s/ Ellen S. Eckler
                                            ------------------------------------
                                            Ellen S. Eckler
                                            Executive Vice President, Chief
                                            Financial Officer, Secretary, and
                                            Director (Principal Financial and
                                            Accounting Officer)

                                       12