UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

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

For the quarterly period ended March 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number 000-27853

HYATON ORGANICS INC. (Exact name of small business issuer as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	86-0913555 (I.R.S. Employer Identification No.)
414 Viewcrest Road, Kelowna, British Columbia, Canada V1W 4J8 (Address of principal executive offices)
(250) 764 8118 (Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

27,556,000 common shares without par value, as at June 1, 2001

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Consolidated Financial Statements
(Expressed in United States Dollars)

HYATON ORGANICS INC.
(A Development Stage Enterprise)

Three month period ended March 31, 2001
Three month period ended March 31, 2000
Period from inception on November 24, 1994 to March 31, 2001

HYATON ORGANICS INC.
(A Development Stage Enterprise)

Consolidated Balance Sheets
(Expressed in United States Dollars)
March 31, 2001 and December 31, 2000

	March 31, 2001	December 31, 2000
	(unaudited)
Assets
Current Assets:
Cash	$-	$308
Accounts receivable and other	100	151
Total current assets	100	459
Investment (note 5)	1	-
Computer equipment, net of accumulated depreciation of $713 (2000 - $1,772)	1,310	2,147
Total assets	$1,411	$2,606
Liabilities and Shareholders' Deficiency
Current Liabilities:
Accounts payable and accrued liabilities	$24,406	$22,005
Due to related parties (note 3)	1,565,670	1,317,474
Total liabilities	1,590,076	1,339,479
Shareholders' deficiency:
Capital Stock: Authorized: 100,000,000 common shares with a par value of $0.01 25,000,000 preference shares with a par value of $0.01
Issued: 27,556,000 common shares	275,560	275,560
Additional paid in capital	223,187	223,187
Deficit accumulated during the development stage	(2,087,412)	(1,833,618)
Other comprehensive income: Cumulative translation adjustment	-	(2,002)
Total shareholders' deficiency	(1,588,665)	(1,336,873)
Total liabilities and shareholders' deficiency	$1,411	$2,606

Commitments note 7.

See accompanying notes to consolidated financial statements.

HYATON ORGANICS INC.
(A Development Stage Enterprise)

Consolidated Statements of Operations and Deficit
(Unaudited)
(Expressed in United States Dollars)

	Three month period ended March 31, 2001	Three month period ended March 31, 2000	Period from inception on November 24, 1994 to March 31, 2001
Revenue	$-	$-	$87,892
Expenses:
Consulting and other professional dues	8,977	138,880	868,163
Product research and development costs	-	26,405	380,668
Travel	-	755	43,944
Administrative and other expenses	281	10,205	144,903
Employment equity compensation	-	-	222,500
	$9,258	$176,245	$1,660,178
	(9,258)	(176,245)	(1,572,286)
Loss on disposal of Camden Agro-Systems Inc. (note 5)	244,536	-	244,536
Loss for the period	253,794	176,245	1,816,822
Deficit accumulated during the development stage, beginning of period	1,833,618	1,430,962	-
Charge to deficit	-	-	270,590
Deficit accumulated during the development stage, end of period	$2,087,412	$1,607,207	$879,809
Basic and diluted earnings (loss) per share	$0.01	$(0.01)	$(0.03)
Weighted average number of shares outstanding	27,556,000	27,556,000	23,354,745

See accompanying notes to consolidated financial statements.

HYATON ORGANICS INC.
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in United States Dollars)

	Three month period ended March 31, 2001	Three month period ended March 31, 2000	Period from inception on November 24, 1994 to March 31, 2000
Cash flows from (used in) operating activities:
Loss for the period	$253,794	$176,245	$1,816,822
Items not involving the use of cash:
Depreciation	106	153	1,898
Employee equity compensation	-	-	222,500
Shares issued as a financing fee	-	-	5,000
Loss on the disposal of Camden Agro-Systems Inc.	244,536	-	244,536
Changes in non-cash operating working capital:
Accounts receivable and other	(100)	(3,969)	9,093
Accounts payable and accrued liabilities	6,508	(19,439)	19,558
Cash flows used in operating activities	(2,744)	(199,500)	(1,314,237)
Cash flows used in investing activities:
Capital expenditures	-	(2,015)	(3,857)
Net cash on disposal of Camden Agro-Systems Inc.	(208)	-	(208)
Cash flows used in investing activities	(208)	(2,015)	(4,065)
Cash flows provided by financing activities:
Issuance of common shares	-	-	657
Loans from related parties:
Kafus Industries Ltd.	-	227,704	886,108
Cameron Strategic Planning Ltd.	-	27,640	349,861
Mr. Robert L. Novitsky	-	-	39,927
Notra Environmental Inc.	-	-	10,102
Berkeley Investment Inc.	2,644	-	11,108
Kafus Bio-Composites Inc.	-	-	1,107
Cash flows provided by financing activities	2,644	255,344	1,298,870
Effect of exchange rate changes on foreign currency cash balances	-	101	19,432
Increase (decrease) in cash	(308)	53,930	-
Cash, beginning of period	308	3,218	-
Cash, end of period	$-	$57,148	$-

Supplementary information (see note 6)

See accompanying notes to consolidated financial statements.

HYATON ORGANICS INC.
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States Dollars)

Three month period ended March 31, 2001
Three month period ended March 31, 2000
Period from inception on November 24, 1994 to March 31, 2001

1. Basis of presentation:

The unaudited consolidated balance sheets, statements of operations and deficit and statements of cash flows have been prepared in accordance with generally accepted accounting principles for interim financial information in the United States.

The interim consolidated financial statements do not include all information and footnote disclosures required under generally accepted accounting principles in the United States for a complete set of annual financial statements.

In the opinion of management, these interim consolidated financial statements reflect all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at March 31, 2001 and for the periods ended March 31, 2001 and 2000.

Interim results of the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the fiscal year as a whole. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-KSB for the fiscal year ended December 31, 2000.

2. Segmented information:

At March 31, 2001, the Company's operations were primarily situated in Canada or related to operations that are situated in Canada. Through Camden Agro-Systems Inc. ("CASI") the Company's primary focus is on the manufacturing of organic fertilizer from animal waste. Accordingly, the Company is considered to operate in a single reportable and geographic segment.

3. Due To Related Parties:

Potential settlement of $1,207,603 of this debt by a non-monetary transaction is currently under negotiation.

4. Changes in control:

By letter agreement and bill of sale, each respectively dated January 15, 2001 and made effective January 1, 2001, Berkeley Investments Inc. agreed to purchase and PricewaterhouseCoopers Inc., trustee of Kafus Industries Ltd. and Cameron Strategic Planning Ltd. in bankruptcy (the "Vendor"), agreed to sell, all of the shares held by the Vendor, being 20,000,000 common shares in the capital stock of the Company as well as all of the interests the Vendor may have, including accounts receivable or shareholders' loans, in the Company and CASI for the purchase price of Cdn. $50,000.

HYATON ORGANICS INC.
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States Dollars)

Three month period ended March 31, 2001
Three month period ended March 31, 2000
Period from inception on November 24, 1994 to March 31, 2001

5. Disposition of Camden Agro-Systems Inc.:

The Company entered into a letter agreement dated February 12, 2001 related to the sale of all of its interests in CASI in exchange for U.S. $100.00 cash and 1,000 preferred shares of CASI which are redeemable at U.S. $1,000 per share. The redemption price and any dividends declared will be paid by CASI only if CASI is successful in selling fertilizer and plant growth products under its pending patents. For each ton of product sold or licensed by CASI, CASI will pay U.S. $1.00 toward redemption of a preference share and U.S. $0.34 toward payment of outstanding dividends on the preferred shares. Once U.S. $1,000,000 has been paid by CASI towards redemption of the preferred shares, the preferred shares will be fully redeemed and cancelled. Once redeemed, the preferred share dividend will convert to a royalty of U.S. $1.00 per ton of product sold by CASI. The preferred shares will be subordinated to bank debt which CASI will require in order to build its North Carolina plant.

Pursuant to the terms of the letter of agreement, the sale of CASI was effective January 1, 2001. The net assets of CASI at the date of the disposition is summarized as follows:

Current assets	$359
Non-current assets	246,284
	246,643
Current liabilities	2,106
Net assets	244,537
Fair value of proceeds	1
Loss on disposal of CASI	$244,536

HYATON ORGANICS INC.
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States Dollars)

Three month period ended March 31, 2001
Three month period ended March 31, 2000
Period from inception on November 24, 1994 to March 31, 2001

6. Supplementary Information:

	Three month period ended March 31, 2001	Three month period ended March 31, 2000	Period from inception on November 24, 1994 to March 31, 2001
Interest paid	$-	$-	$-
Income taxes paid	-	-	-
Non-cash transaction:
Issuance of common shares:
For investment in Camden Agro-Systems Inc.	-	-	270,590
As a financing fee	-	-	5,000
Value assigned to preferred shares received on the disposal of Camden-Agro Systems Inc.	1	-	1

7. Commitments:

On April 20, 2001, the Company entered into a consulting agreement for administrative, marketing and management services, which expires March 20, 2002. Under the terms of the agreement the consultant will receive $4,000 per month plus reimbursement for pre-authorized expenses.

On April 20, 2001, the Company entered into an advisory agreement for a two year term in which the advisor will act as its international strategic planner and assist the Company to secure financing new business opportunities. The advisor will receive $10,000 per month and be reimbursed for all reasonable pre-approved expenses. The agreement may be terminated at any time after 12 months by the Board of Directors of the Company.

Item 2. Management's Plan of Operation.

There have been no material developments since we filed our Annual Report on Form 10-KSB on April 25, 2001.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes to the consolidated financial statements, included as part of this quarterly report.

General

Hyaton Organics Inc. is a Nevada corporation formed on August 20, 1996. We were a dormant company until June 1997, when our board of directors re-evaluated our company's business plan and decided to focus our company's business on commodity production and/or the purchase and resale of commodities through strategic alliances with leading environmental corporations. Effective November 2, 1998, we completed a reorganization with Kafus whereby we issued 20,000,000 shares of our common stock in exchange for 9,000 common shares of Camden Agro-Systems. Through Camden Agro-Systems, we were in the business of management consulting and product development, and our efforts were focused primarily on the development of organic fertilizer from animal waste.

On February 12, 2001, we entered into a letter agreement whereby we restructured our ownership interests in Camden Agro-Systems so that we are no longer actively involved in the operations of the business of Camden Agro-Systems. Since we restructured our interest in Camden Agro-Systems, we no longer have an operating business that we can pursue. Accordingly, we are seeking to either identify a suitable business opportunity or enter into a suitable business combination. Until we secure a suitable business opportunity or combination, we will operate as a "blank check" company.

Plan of Operation

We will continue to seek a new business opportunity or business combination over the 12 month period ending March 31, 2002. Once a business opportunity or business combination has been identified, we will investigate and evaluate the business opportunity or business combination. Should our company wish to pursue any specific business opportunity or business combination, we will have to comply with all applicable corporate and securities laws in order to complete the acquisition of or merger with any such business opportunity.

Cash Requirements

Over the twelve month period ending March 31, 2002, we do not anticipate that we will have to raise any additional monies through private placements of our equity securities and/or debt financing. We will rely on the continued financing from our new controlling shareholder to fund the identification and evaluation of any suitable business opportunity or business combination. Our controlling shareholder, Mr. Richard Bullock, has agreed to provide us with any further financing that we may require to fund our continuing operating expenses and to fund the identification and evaluation of a suitable business opportunity or business combination. Once we locate a suitable business opportunity or business combination, we may seek to obtain equity and/or debt financing from third parties to facilitate and complete the acquisition of such a business opportunity or a suitable business combination. We may also issue shares of our common stock as consideration for the acquisition of a suitable business opportunity or a suitable business combination.

Product Research and Development

We do not anticipate that we will expend any significant monies on research and development over the next twelve months.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment through March 31, 2002.

Employees

Over the twelve months ending March 31, 2002, we anticipate an increase in the number of employees we retain only if we identify and complete the acquisition of a business opportunity or enter into a business combination. Such an increase on the number of employees may significantly increase our monthly burn rate and such increase in the monthly burn rate depends on the number of employees we ultimately retain, if any.

RISK FACTORS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our", and "Hyaton" mean Hyaton Organics Inc. and its subsidiary, unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outline below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during our search for a new business opportunity. Prospective investors should consider carefully the risk factors set out below.

Scarcity of and Competition for Business Opportunities and Combinations

We are, and will continue to be, an insignificant participant amongst numerous other companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies seeking suitable business opportunities or business combinations.

Governmental Regulation

To the best of our knowledge, we are not currently subject to direct federal, state or local regulation in the United States, other than regulations applicable to businesses generally.

Key Personnel

Although none of our present officers or directors are key to our continuing operations, we rely upon the continued service and performance of these officers and directors, and our future success depends on the retention of these people, whose knowledge of our business and whose technical expertise would be difficult to replace. At this time, none of our officers or directors are bound by employment agreements, and as a result, any of them could leave with little or no prior notice.

If we are unable to hire and retain technical, sales and marketing and operational personnel, any business we acquire could be materially adversely affected. We intend to hire a significant number of additional personnel in the future after we have identified and completed the acquisition of a business opportunity or enter into a business combination. Competition for these individuals in the technology sector is intense, and we may not be able to attract, assimilate, or retain additional highly qualified personnel in the future. The failure to attract, integrate, motivate and retain these employees could harm our business.

Need for Additional Financing

We do not anticipate that we will require additional financing from unrelated third parties while we are seeking a suitable business opportunity or business combination as our principal shareholder has agreed to fund our continuing operations. As a result of the continued support of our principal shareholder, we anticipate that we will have sufficient capital to fund our ongoing operations for the next twelve months or until we complete a business combination or acquire a business opportunity. However, we may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through a private placement of our common shares.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we may require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

Limited Operating History

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity or business combination. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity or business combination. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquires a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

Ability to Generate Revenues is Uncertain

For the year ended December 31, 2000, we incurred a net loss of $402,656 and for the three month period ended March 31, 2001, we incurred a net loss of $9,258 prior to the accounting gain we realized on the disposition of Camden-Agro Systems. We do not anticipate generating any significant revenues until we acquire a business opportunity or complete a business combination. We also have an accumulated deficit of $1,833,618 as at December 31, 2000 and $2,087,412 as at March 31, 2001. At this time, our ability to generate any revenues is uncertain. The auditors' report on our December 31, 2000 consolidated financial statements contains an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of that uncertainty.

Speculative Nature of Our Proposed Operations

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of any identified business opportunity. While management intends to seek business opportunities and/or business combinations with entities which have established operating histories, there is no assurance that we will successfully locate business opportunities meeting such criteria. In the event that we complete a business combination or otherwise acquire a business opportunity, the success of our operations may be dependent upon management of the successor firm or venture partner firm, together with a number of other factors beyond our control.

No Agreement for Business Combination or Other Transaction/No Standards for Business Combination

We have no arrangement, agreement, or understanding with respect to acquiring a business opportunity or engaging in a business combination with any private entity. There can be no assurance that we will successfully identify and evaluate suitable business opportunities or conclude a business combination. There is no assurance that we will be able to negotiate the acquisition of a business opportunity or a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

Continued Management Control/Limited Time Availability

We are dependent upon management's personal abilities to evaluate business opportunities that may be presented in the future. While seeking to acquire a business opportunity, management anticipates devoting up to 25% of their time to our business. Management may or may not have prior experience in the technical aspects of the industry or the business within that industry that may be acquired. Our officers have not entered into written employment agreements with us with respect to our proposed plan of operation and are not expected to do so in the foreseeable future. We have not obtained key man life insurance on our officers or directors. Notwithstanding the combined limited experience and time commitment of management, loss of the services of any of these individuals would adversely affect development of our business and our likelihood of continuing operations.

Lack of Market Research or Marketing Organization

We have not conducted or received results of market research indicating that there is a demand for the acquisition of a business opportunity or business combination as contemplated by our company. Even if there is demand for the acquisition of a business opportunity or combination as contemplated, there is no assurance we will successfully complete such an acquisition or combination.

Lack of Diversification

In all likelihood, our proposed operations, even if successful, may result in a business combination with only one entity. Consequently, the resulting activities will be limited to that entity's business. Our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry, thereby increasing the risks associated with our operations.

Regulation

Although we will be subject to regulation under the Securities Exchange Act of 1934, management believes that we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940, meaning that we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our company under the Investment Company Act of 1940 and, consequently, any violation of such act would subject us to material adverse consequences.

Probable Change in Control and Management

A business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new or incoming shareholders obtaining a controlling interest in our company. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the common shares in the capital of our company that they hold or resign as members of our board of directors. The resulting change in our control could result in removal of one or more of our present officers and directors, and a corresponding reduction in or elimination of their participation in the future affairs of our company.

Reduction of Percentage Share Ownership Following Business Combination

Our primary plan of operation is based upon the acquisition of a business opportunity or a business combination with a private concern, which, in all likelihood, would result in us issuing common shares to shareholders of such private company. Issuing previously authorized and unissued common shares in our capital will reduce the percentage of common shares owned by present and prospective shareholders and may result in a change in our control and/or management.

Taxation

Canadian and United States tax consequences will, in all likelihood, be major considerations in any business acquisition or combination we may undertake. Typically, these transactions may be structured to result in tax-free treatment pursuant to various Canadian and United States tax provisions. We intend to structure any business combination so as to minimize the tax consequences to both our company, our management, our principal shareholder and the target entity. Management cannot ensure that a business combination will meet the statutory requirements for a tax-free reorganization, or that the parties will obtain the intended tax-free treatment upon a transfer of common shares or assets. A non-qualifying reorganization could result in the imposition of taxes, which may have an adverse effect on both parties to the transaction.

Requirement of Audited Financial Statements May Disqualify Business Opportunity

Management believes that any potential business opportunity or target company must provide audited financial statements for review and for the protection of all parties to the business acquisition or combination. One or more attractive business opportunities may forego a business combination with us rather than incur the expenses associated with preparing audited financial statements.

Uncertain Ability to Manage Growth

Our ability to achieve any planned growth upon the acquisition of a suitable business opportunity or business combination will be dependent upon a number of factors including, but not limited to, our ability to hire, train and assimilate management and other employees and the adequacy of our financial resources. In addition, there can be no assurance that we will be able to manage successfully any business opportunity or business combination. Failure to manage anticipated growth effectively and efficiently could have a materially adverse effect on our business.

"Penny Stock" Rules May Restrict the Market for the Company's Shares

Our common shares are subject to rules promulgated by the Securities and Exchange Commission relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the NASDAQ system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the such penny stocks. These rules may discourage or restrict the ability of brokers to sell our common shares and may affect the secondary market for our common shares. These rules could also hamper our ability to raise funds in the primary market for our common shares.

Insider Control of Common Stock

As of June 1, 2001, one individual beneficially owned approximately 74.3% of our outstanding common shares. As a result, this shareholder will be able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. Such control may have the effect of delaying or preventing a change in control.

Possible Volatility of Share Prices

Our common shares are currently listed for public trading on the Over the Counter Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

Indemnification of Directors, Officers and Others

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses (including, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that the person is one of our officers or directors) incurred by an officer or director in defending any such proceeding to the maximum extent permitted by Nevada law.

Future Dilution

Our constating documents authorize the issuance of 100,000,000 common shares and 25,000,000 preferred shares. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

Enforceability of Civil Liabilities Against Us

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Dividend Policy

We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common shares, we intend to retain future earnings for use in our operations and the expansion of our business.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Changes in Securities.

Recent Sales of Unregistered Securities

We did not sell or issue any equity securities that were not registered under the Securities Act of 1933 during the quarter ended March 31, 2001.

Item 3. Defaults Upon Senior Securities.

None.

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.

Form 8-K Current Reports

We did not file any Current Reports on Form 8-K during the quarter ended March 31, 2001.

Consolidated Financial Statements Filed as Part of the Quarterly Report

Our consolidated financial statements include:

Consolidated Balance Sheets as at March 31, 2001 and December 30, 2000

Consolidated Statements of Operations and Deficit for the three month periods ending March 31, 2001 and 2000 and for the period from inception on November 24, 1994 to March 31, 2001

Consolidated Statements of Cash Flows for the three month periods ending March 31, 2001 and 2000 and for the period from inception on November 24, 1994 to March 31, 2001

Notes to the Consolidated Financial Statements

Exhibits Required by Item 601 of Regulation S-B

Exhibit
No. Description of Exhibit

(2) Plan of purchase, sale, reorganization, arrangement, liquidation or succession

2.1 Plan and Agreement of Reorganization, dated November 2, 1998, between Hyaton and Kafus Environmental Industries Ltd. (previously filed as an exhibit with Hyaton's Registration Statement on Form 10-SB filed on October 28, 1999)

(3) Articles of Incorporation/Bylaws

3.1 Amended and Restated Articles of Incorporation, filed April 30, 1999 (previously filed as an exhibit with Hyaton's Registration Statement on Form 10-SB filed on October 28, 1999)

3.2 Amended and Restated Bylaws (previously filed as an exhibit with Hyaton's Registration Statement on Form 10-SB filed on October 28, 1999)

3.3 Certificate of Amendment to Articles of Incorporation, filed October 20, 1999 (previously filed as an exhibit with Hyaton's Registration Statement on Form 10-SB filed on October 28, 1999)

(10) Material Contracts

10.1 Purchase Agreement between Furst-McNess Company and Hyaton Organics, Inc., dated February 15, 2000 (previously filed as an exhibit with Hyaton's Annual Report on Form 10-KSB filed on April 14, 2000)

10.2 Letter Agreement between Berkeley Investments Inc. and PriceWaterhouseCoopers Inc., as trustee in bankruptcy of Kafus Industries Ltd. and Cameron Strategic Planning Ltd., dated January 15, 2001 (previously filed as an exhibit with Hyaton's Current Report on Form 8-K filed on March 19, 2001)

10.3 Bill of Sale between Berkeley Investments Inc. and PriceWaterhouseCoopers Inc., as trustee in bankruptcy of Kafus Industries Ltd. and Cameron Strategic Planning Ltd., dated January 15, 2001 (previously filed as an exhibit with Hyaton's Current Report on Form 8-K filed on March 19, 2001)

10.4 Letter Agreement between Hyaton Organics Inc. and Camden-Agro Systems Inc., dated March 8, 2001 (previously filed as an exhibit with Hyaton's Current Report on Form 8-K filed on March 19, 2001)

10.5 Advisory Agreement between Hyaton Organics Inc. and The Samarac Corporation Ltd., dated April 12, 2001 (previously filed as an exhibit with Hyaton's Annual Report on Form 10-KSB filed on April 25, 2001)

10.6 Consulting Agreement between Hyaton Organics Inc. and A. Schwab & Associates Inc., dated April 20, 2001 (previously filed as an exhibit with Hyaton's Annual Report on Form 10-KSB filed on April 25, 2001)

(21) Subsidiaries

21.1 Camden Agro-Systems Inc.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HYATON ORGANICS INC.

/s/ Andrew Schwab
By:
Andrew Schwab, Secretary/Director
June 29, 2001

/s/ Gordon Robinson
By:
Gordon Robinson/Director
June 29, 2001

/s/ Paul McClory
By:
Paul McClory/Director
June 29, 2001