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

                                   FORM 10-KSB


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

For the fiscal year ended: February 28, 2005


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

For the transition period from ____________ to ____________


Commission File Number: 0-26329


                                 Poseidis, Inc.
                -----------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Florida                                              65-0867538
------------------------------------------           ---------------------------
(State or other jurisdiction of                      (I.R.S. Employer
           incorporation or organization)                    Identification No.)

222 Lakeview Ave., PMB 160
West Palm Beach, FL                                               33401
-------------------------------------------          ---------------------------
 (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number: (561) 832-5696


Securities to be registered under Section 12(b) of the Act:

     Title of each class                             Name of each exchange
                                                      on which registered
           None                                                None
-----------------------------------               -----------------------------



Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $0.0001 par value per share
                     -------------------------------------
                                (Title of class)











<PAGE>



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 [_]



Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this  Form  10KSB or any
amendment to this Form 10 KSB. [X]



Issuer's revenues for its 2004 fiscal year were $0.



Of the  50,120,033  shares  of  voting  common  of  the  registrant  issued  and
outstanding  as  of  February  28,  2005,   non-affiliates  owned  approximately
27,304,000  shares.  The  aggregate  market  value of the voting and  non-voting
common equity held by non-affiliates as of February 28, 2005 was $3,959,080.





















<PAGE>






                                TABLE OF CONTENTS

PART I     ....................................................................4
  Item 1.    Description of Business...........................................4
  Item 2.    Description of Property..........................................11
  Item 3.    Legal Proceedings................................................11
  Item 4.    Submission of Matters to a Vote of Security Holders..............11

PART II    ...................................................................12
  Item 5.    Market Price of and Dividends on the Registrant's Common
             Equity and Other Shareholder Matters.............................12
  Item 6.    Management's Discussion and Analysis.............................12
  Item 7.    Financial Statements.............................................15
  Item 8.    Changes In and Disagreements With Accountants on Accounting and
             Financial Disclosure.............................................15

PART III   ...................................................................16
  Item 9.    Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act................16
  Item 10.   Executive Compensation...........................................17
  Item 11.   Security Ownership of Certain Beneficial Owners and Management...17
  Item 12.   Certain Relationships and Related Transactions. .................18
  Item 13.   Exhibits and Reports on Form 8-K.................................18
  Item 14.   Controls and Procedures..........................................19

SIGNATURES ...................................................................21

PART F/S   ..................................................................F-1












<PAGE>



                                     PART I



Item 1. Description of Business.

(a) Business Development.

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any revisions to any of the forward-  looking  statements
contained herein to reflect future events or developments.

Poseidis,  Inc. f/k/a BillyWeb Corp.  f/k/a/ EZ Talk,  Inc. (the  "Company") was
organized  under the laws of the State of Florida on June 10, 1998.  The Company
was  originally  organized  for the  purpose  of  engaging  in the  business  of
selling/marketing a universal, hands-free mobile speaker for mobile phones.

In May 2000,  however,  the Company changed its business plan in connection with
the  acquisition  of  Billyweb  Corp.  to  fulfill  the  perceived   demand  for
Interactive  accessing of the internet.  The Company was named after an animated
character, Billy, which was created by Billy Web Corp. which was to be used as a
Disney star and Disney Club show host in partnership with Fprod Fenomen.

However, in September 2002, the Company abandoned this business plan as well. In
connection  with the  abandonment of its business plan, the Company  changed its
name to its  current  name,  Poseidis,  Inc.  In December  2002,  SARL  Billyweb
Entertainment,  a wholly-owned subsidiary of the Company engaged in its old line
of business, filed for bankruptcy protection under French law.

                                       4




The Company's new business plan is the commercial and industrial exploitation of
a natural  mineral water spring called La Troliere Spring located in the village
of Theneuille,  Allier Department,  Canton Cerilly,  in the region of one of the
largest natural forests in France.

In that regard, the Company  incorporated  Poseidis,  SAS under French corporate
law as a  wholly-owned  subsidiary in  Theneuille,  France in April 2003 for the
purpose of establishing a manufacturing  facility to exploit the spring.  At the
same time,  a twenty year lease was  purchased  by  Poseidis,  SAS,  granting it
exclusive right to exploit the spring.  Additionally,  it purchased equipment to
be used in  connection  with  exploitation  of the  spring  and the  results  of
significant research already conducted at the site.  Commercial  exploitation of
the spring is not expected before the second half of 2005.

The Company  maintains its executive offices at 222 Lakeview Ave., PMB 160, West
Palm Beach, FL 33401,  Telephone:  (561) 832-5696 and an operating office at Les
Sourdinieres, 03350 Theneuille, France, Telephone: 011-33-1-44-86-00-41.

The Company  relied upon Section 4(2) of the  Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder ("Rule 506") for
several transactions regarding the issuance of its unregistered  securities.  In
each  instance,  such  reliance was based upon the fact that (i) the issuance of
the  shares  did not  involve a public  offering,  (ii)  there were no more than
thirty-five  (35)  investors  (excluding  "accredited  investors"),  (iii)  each
investor who was not an accredited  investor  either alone or with his purchaser
representative(s)  has such  knowledge and  experience in financial and business
matters that he is capable of evaluating the merits and risks of the prospective
investment,  or the issuer reasonably  believes  immediately prior to making any
sale that such  purchaser  comes  within this  description,  (iv) the offers and
sales were made in compliance  with Rules 501 and 502, (v) the  securities  were
subject to Rule 144  limitations  on resale and (vi) each of the  parties  was a
sophisticated  purchaser and had full access to the  information  on the Company
necessary to make an informed investment decision by virtue of the due diligence
conducted  by  the  purchaser  or  available  to  the  purchaser  prior  to  the
transaction (the "506 Exemption").

During the second and third  quarters of fiscal  2002,  the Company sold 226,436
shares of restricted  common stock in exchange for $280,151 in cash. The Company
also issued  24,959 shares of  restricted  common stock for services,  valued at
$27,092. For all issuances, the Company relied upon the 506 Exemption.

In April 2002,  the Company  completed a second one for ten (1:10) reverse split
of its common stock.  Also in April 2002, the Company  recognized  that its plan
was not  progressing as it had hoped.  The Company  elected to lay off virtually
all of its employees, and pare expenses as dramatically as possible. It then was
able to convert its short-term debt and accrued  consulting fees into restricted
common stock. It raised an additional  $100,000 in cash which, with its accounts
receivable,  when collected,  should cover its expenses until the fourth quarter
of fiscal 2003.

                                       5




In May 2002,  the Company  agreed to convert  $108,000 of  short-term  debt into
864,000  shares of common stock,  restricted  under Rule 144 plus one additional
year of  restriction.  The Company  also  agreed to convert  $135,000 of accrued
consultant fees into 1,080,000 shares of common stock, restricted under Rule 144
plus one additional year of restriction. For these issuances, the Company relied
upon the 506 Exemption.

In May 2002, the Company issued 1,969,784 shares of unrestricted common stock to
ten (10) persons under an S-8  registration  in exchange for services  valued at
$984,892.

In May 2002, the Company received a stock  subscription  receivable for $100,000
in cash in exchange for 800,000  shares of common stock,  restricted  under Rule
144 plus one additional  year of  restriction.  For such  offering,  the Company
relied upon the 506 Exemption.

In August 2002, the Company amended its articles of  incorporation to change its
name from Billyweb Corp. to Poseidis, Inc.

In August and September  2002, the Company  restructured  its  management  team.
Frederic  Richard  resigned as the Company's  President  and as a Director.  The
Board of Directors  filled the vacancies with Norbert Etienne and Ludovic Payage
to serve as  Directors  until  the next  meeting  of the  shareholders  in which
directors  are elected.  Louis Pardo  resigned as the  Company's  Secretary  and
Treasurer.  Louis Pardo was then appointed by the Board of Directors to serve as
the Company's President. Ludovic Payage was appointed as the Company's Secretary
and Treasurer.

No Director  resigned due to a  disagreement  with the  registrant on any matter
relating  to  the  registrant's  operations,  policies  or  practices  and  none
furnished the registrant with a letter  describing a disagreement and requesting
that the matter be disclosed.

In October  2002,  the Company sold 6,971 shares of  restricted  common stock in
exchange  for  $24,375 in cash,  or $3.50 per share.  For these  issuances,  the
Company relied upon the 506 Exemption.

In January 2003,  the Company sold 25,714 shares of common stock in exchange for
$90,000 in cash, or $3.50 per share.  For these  issuances,  the Company  relied
upon the 506 Exemption.

In November  2003,  the Company  issued 36,465 shares of its  restricted  common
stock to ten (10) persons.  For such  issuance,  the Company relied upon Section
4(2) of the  Securities  Act of 1933,  as  amended  (the  "Act") and Rule 506 of
Regulation D promulgated  thereunder ("Rule 506"). All recipients were French or
Swiss residents and therefore no state exemption from registration was required.

In December 2003, the Company issued 5,610 shares of its restricted common stock
to three (3) persons for services  rendered to the Company.  For such  issuance,
the Company  relied upon Section  4(2) of the Act and Rule 506.  All  recipients
were either  French or Dutch  residents and  therefore no state  exemption  from
registration was required.

In January 2004, the Company issued 18,075 shares of its restricted common stock
to six (6) persons for services rendered to the Company by Maxence, SA. For such
issuance,  the Company  relied upon  Section  4(2) of the Act and Rule 506.  All
recipients were French  residents and Maxence,  SA is located in Switzerland and
therefore no state exemption from registration was required.


                                        6





In January 2004, the Company issued 17,465 shares of its restricted common stock
to seven (7)  persons  for a total of $65,493.  For such  issuance,  the Company
relied upon  Section 4(2) of the Act and Rule 506.  All  recipients  were French
residents and therefore no state exemption from registration was required.

In February 2004, the Company issued 8,795 shares of its restricted common stock
To two (2) persons for a total of $32,981. For such issuance, the Company relied
upon Section 4(2) of the Act and Rule 506. All recipients were French  residents
and therefore no state exemption from registration was required.

On March 31, 2004, the Company completed an eight for one (8:1) forward split of
its common stock.

(b) Business of Issuer.

History of "La Troliere" Source

Known since the 3rd Century for its intrinsic qualities and health benefits, "La
Troliere" Source was officially recognized by the French government in 1878, and
declared of Public Interest.

Athenais de Mortemart,  Marquise of Montespan,  and famous mistress of Louis XIV
used  to go at La  Troliere  and  Bourbon  l'Archambault  for the  first  French
attempts in hydrotherapy.

The old artesian well was transformed in 1921 by a wider square  sectioned well,
of 1.30  meters  wide and 2.40 meters  deep and  protected  by a concrete  stone
construction.  Although  locally famous for its quality,  and quoted in numerous
publications,  this source has never been exploited  until it was finally bought
by Cogema in the late 70's.

Cogema  Corporation is specialized in the  exploitation of uranium in France and
abroad,  and  intended to develop  such an  exploitation  in the  department  of
Allier.  Fortunately,  such a  development  has  never  been  approved  by local
authorities,  and in 1995, Cogema gave up this development and sold the property
to Mr.  Berthier  who  intended  to develop an  industrial  exploitation  of the
mineral water.

After 7 years of  administrative  and  scientific  procedures,  3 deep drillings
(more than 200 meters deep), Mr. Berthier finally obtained a positive opinion of
the AFSSA council,  leading to a duly authorized exploitation on the 3rd of July
2002 of 70,000,000 liters per year.

Since this time,  Poseidis  SAS has signed a lease for a 20 year  period of time
and has  bought  all the  existing  exploitation  equipment  and the  results of
numerous research studies conducted at the Source.

It is the goal of Poseidis SAS to exploit "la Troliere".

Location of La Troliere Spring

La Troliere Spring is located in the village of Theneuille , Allier  Department,
Canton  Cerilly,  in the  neighborhood  of one of the largest natural forests in
France, made of three hundred years old oaks.

The region is very  accessible  by the  intersection  of two main highway  axes:
North-South A71 (30kms) and East-West (20kms).



                                        7




Geological Setting

La  Troliere  is  located  on  top  of  the  Sancerre-Sancoins  tectonic  cliff,
separating  the granite base in the west,  and the river sediment based areas in
the east.

The multiple  fractures of the geological cliff at Bourbon  l'Archambault  allow
aquiferous  rise-up to the surface.  This explains the very high  thermo-mineral
potential of the site as well as the abundance of carbon dioxide emanations.

Hydrologic Aspect

The spring has  available and has been  authorized to extract 70 million  liters
per year, or more than 2 liters per second.

Due to the depth of the well and the origins of the water, there are no seasonal
variations nor influence from the volume of rain water.

The actual well is 203 meters deep.

Sanitary Protection Perimeter

The drill is located in a preserved  environment.  The  sanitary  protection  is
insured by  characteristics  with  double  cementing,  first to 60 meters  depth
between the steel casing and the terrain, then to 55 meters depth in the annular
void  between the steel  casing and the  operating  column of  stainless  steel,
diameter 193 mm. The capture head is protected by a circular  shelter  measuring
1.10 meter in diameter and a height of 0.5 meter, topped by a semi-spherical PVC
removable dome.

Additional  protection is afforded by property  management of the land where the
old wells are located and the re-capture  drill hole, whose overall surface area
of 16,419 m2 is proposed as an emergency sanitary perimeter under the terms of a
1937 French law  concerning  the use of mineral  water  sources.  Poseidis  also
controls plots adjacent to the Source.

Analytical studies of Saint Trolier Mineral Water

The  typology  of the source is typical  of Bourbon  l'Archambault  and has been
well-documented since the end of the 19th century.

In the  untreated  state,  the water is natural,  highly  ferruginous  sparkling
mineral water which can be classified among the low  mineralization  cold waters
of the sodium bicarbonate type.

Because of its operating depth (drill hole to -203 meters),  its hydrogeological
proximity to the Saint Pardoux fault and its overall  compression,  research has
been conducted regarding these possible therapeutical indications:

-    potential diuretic and detoxicating action of low mineralization waters,
-    potential  action on the  digestive  functions  and on nutrition in general
     specific to sodium bicarbonate-bearing waters.

Subsequent  to the  various  analyses  performed  and  as  long  as  appropriate
deferritization  treatment  is  performed,  this  water  would  appear  to  have
characteristics  permitting its use as Naturally  Sparkling  Mineral Water.  The
abundance  of  naturally  occurring  CO2  produced by the Saint  Trolier  source
further supports this conclusion.

                                       8




Sales and Marketing

3 types of Bottled Water exist on the global market :

-    Purified  Waters.  Mostly sold in the US,  purified waters are derived from
     common network waters and are subjected to a series of treatments,  such as
     reverse osmosis,  to purify,  neutralize and standardize their organoleptic
     and bacteriological specifications. Those waters offer no mineral value nor
     valued components and have little taste quality.

-    Spring Waters,  and Glacier  Waters.  Extracted at the surface,  spring and
     glacier waters take advantage of a non-restrictive  and light regulation on
     their captation and bottling processes. Therefore, their exploitation offer
     no guaranty of purity nor  sustainability in time, but allow the production
     of large volumes at low cost.

-    Still  and  Sparkling   Mineral  Waters.   Very  strict  and   constraining
     regulations  impose a  constant  and  tight  quality  control,  and give to
     Mineral  Waters  a  unique  value;  an  international  quality  definition,
     imposing  stable  and strict  criteria.  More than 200 daily  analyses  are
     required  onsite,  in order to comply  with the  specifications  imposed by
     AFSSA and French Health ministry.

Mineral Water consumption has been a part of the history and a cultural heritage
in France and Europe for centuries.

Although some 70% of the earth's surface is water, only 3% of all water on earth
is fresh-water, and most of this is largely unavailable. About three-quarters of
all  freshwater  is locked away in the form of ice caps and glaciers  located in
polar areas;  only about 1% is easily  accessible  surface  freshwater.  This is
primarily the water found in lakes,  rivers,  and the soil at underground levels
shallow enough to be tapped at an affordable cost.

Only a small  amount of the water  resources  is  regularly  renewed by rain and
snowfall  and  thus  available  on  a  sustainable   basis.  In  all,  only  one
one-hundredth  of one percent of the world's total supply of water is considered
easily accessible for human use.

Globally,  about 9,000 cubic  meters per person per year,  as estimated in 1989,
are  considered  available for human use on an annual  basis.  By the year 2025,
global per capita availability of freshwater is projected to drop to 5,100 cubic
meters per person. (Note: 1 cubic meter equals 1,000 liters.)

For those reasons,  and for more than twenty years,  the  consumption of Mineral
Water has been rapidly  increasing  worldwide : only in the USA, the consumption
of bottled  water jumped from 11,980  million  liters in 1995 to 20,500  million
liters in 2002 and is projected to reach 27,250 million liters in 2005.

Although  French  consumers still  primarily  consume  mineral water,  sparkling
mineral water has a higher average selling price,  which generally  provides for
higher profit  margins.  The European  market is diverse in its  consumption  of
sparkling  mineral  water.  95% and 65% of the mineral water sold in Germany and
Italy is sparkling respectively.

                                       9




Planned Future Products

Gastronomy Mineral Water : l' Eau de Montespan

Montespan is expected to be the Company's flagship product.  It will be marketed
in France as a traditional  luxury mineral water,  similar to "Chateldon Water",
which is considered by many as the best Mineral Water in France.

Derived  from a high  profile  historical  iconography,  easily  marketable  and
characterized  by its  ability  to evolve in time,  Montespan  will have all the
reference values of a strong international brand, added to the initial qualities
of an exceptional  mineral water. This brand  development,  in order to maximize
its  recognition  in  France  and  abroad,  will be  integrated  into a  broader
marketing strategy, including media awareness and French chef endorsement.

Sold  exclusively  in  glass  bottles,   Montespan  will  be  dedicated  to  the
traditional  distribution  networks of restaurants,  hotels, and gourmet grocery
stores.

Athenais Night Water : a Derived Technological and Functional Product

Made of Montespan  water,  Athenais Night Water is expected to contain traces of
active ingredients,  such as millepertuis,  camomile or passiflora,  possibly in
homeopathic forms and concentrations.  The Company plans to market Athenias as a
high-end beverage consumed to relax the consumer before sleep.

 Possible Cosmetic products :

-    Athenais Spray 0.5 liter
-    Athenais Moisturizing cream for the face
-    Athenais Light Moisturizing fluid for the body
-    Athenais Night repair / Eye cream
-    Athenais Lift Serum

Competition

In this very dynamic market segment,  3 main operators still represent more than
80% of the total  sales,  although new comers,  local  brands and  distributors'
brands are increasing their market shares year after year.

Perrier Vittel (37%)    Danone (31%)    Neptune (17%)

Industry Regulation

Environment

The  Company  currently  conducts  no  operations  which  would  be  subject  to
environmental  regulation.  However,  the Company proposes to engage in a highly
regulated  industry.  The  Company  will take  appropriate  steps to comply with
various international, federal, state and local laws and regulations. Compliance
with such laws and regulations  does not currently have a significant  effect on
the Company's capital expenditures, earnings, or competitive position.

                                       10




Government Regulation

The Company's  operations  will be subject to various  federal,  state and local
requirements  which will affect its businesses  greatly,  such as taxes,  postal
regulations, labor laws, and environment and zoning regulations and ordinances.

Employees and Consultants

At February 28, 2005, the Company had one (1) employee.  The Company anticipates
that it will rely greatly on the  management  skills of its officers Louis Pardo
and Ludovic Payage.

In August and September  2002, the Company  restructured  its  management  team.
Frederic  Richard  resigned as the Company's  President  and as a Director.  The
Board of Directors  filled the vacancies with Norbert Etienne and Ludovic Payage
to serve as  Directors  until  the next  meeting  of the  shareholders  in which
directors  are elected.  Louis Pardo  resigned as the  Company's  Secretary  and
Treasurer.  Louis Pardo was then appointed by the Board of Directors to serve as
the Company's President. Ludovic Payage was appointed as the Company's Secretary
and Treasurer.

No Director  resigned due to a  disagreement  with the  registrant on any matter
relating  to  the  registrant's  operations,  policies  or  practices  and  none
furnished the registrant with a letter  describing a disagreement and requesting
that the matter be disclosed.



Item 2. Description of Property

The Company's  executive offices are located at 222 Lakeview Ave., PMB 160, West
Palm  Beach,  FL  33401,  Telephone:  (561)  832-5696.  The  Company  leases  an
operational  office  located  at Les  Sourdinieres,  03350  Theneuille,  France,
Telephone:  011-33-1-44-86-00-41  on a month to month  basis with no lease.  The
Company owns no real property.



Item 3. Legal Proceedings.

The Company is the  defendant  in a lawsuit  over VAT Tax past due, in the total
amount of 20,000  Euros.  The  Company  has  engaged  the  services  of a French
accountant  to resolve this  matter.  The Company has accrued the amount that it
believes it owes.



Item 4. Submission of Matters to a Vote of Security Holders.

The forward split of the Company's  common stock conducted on March 31, 2004 was
approved by consent of a majority of the Company's shareholders.


                                       11






                                     PART II



Item 5. Market Price of and  Dividends  on the  Registrant's  Common  Equity and
Other Shareholder Matters.

The common  stock of the  Company is  currently  quoted on the Over the  Counter
Bulletin Board under the symbol "PSED" and has been since March 31, 2004.  Prior
to that, it was quoted on the Over the Counter  Bulletin  Board under the symbol
"PSDS" since  September 5, 2002.  Prior to that time,  it was quoted on the Over
the Counter  Bulletin  Board under the symbol "BLYW" and was since May 10, 2002.
Prior to that time, it was quoted on the Over the Counter  Bulletin  Board under
the symbol  "BLLY" and was since  January 24, 2002.  Prior to that time,  it was
quoted on the Over the Counter  Bulletin  Board under the symbol  "BLWB" and was
since April 2, 2001.  Prior to that time,  it was quoted on the Over the Counter
Bulletin Board under the symbol EZTK since it commenced trading on May 11, 2000.
The  ask/high  and  bid/low  information  for each fiscal  quarter  since are as
follows:

Quarter                  Ask/High    Bid/Low
----------------------  ---------  -----------
05/11/2000-05/31/2000     4.50        1.31
06/01/2000-08/31/2000     1.50        0.56
09/01/2000-11/30/2000     1.25        0.21
12/01/2000-02/28/2001     0.28        0.08
03/01/2001-05/31/2001    15.00        0.11  *1:10 reverse stock split 04/02/2001
06/01/2001-08/31/2001    20.00        8.50
09/01/2001-11/30/2001    28.00       11.00
12/01/2001-02/28/2002    48.00       20.00
03/01/2002-05/31/2002    47.00        0.50  *1:10 reverse stock split 04/17/2002
06/01/2002-08/31/2002     5.00        4.00
09/01/2002-11/30/2002     4.95        3.95
12/01/2002-02/28/2003     4.95        4.30
03/01/2003-05/31/2003     5.27        4.70
06/01/2003-08/31/2003     6.00        5.00
09/01/2003-11/30/2003     6.25        5.00
12/01/2003-02/29/2004     6.20        4.80
03/01/2004-05/31/2004     0.74        2.60  * 8:1 forward stock split 3/31/2004
06/01/2004-08/31/2004     0.70        0.16
09/01/2004-11/30/2004     0.35        0.17
12/01/2004-02/28/2005     0.22        0.14

-------------------------
*    Prices for the periods preceding  06/01/2002 are adjusted to reflect stock
     splits.

Shareholders

The  approximate  number of  holders  of  record  of common  equity is 255 as of
April 20, 2005.

Dividends

The Company has never  declared or paid any cash  dividends  on its common stock
and does not intend to declare any dividends in the foreseeable future.



Item 6. Management's Discussion and Analysis

(a) Caution Regarding Forward-Looking Information

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such

                                       12




forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any revisions to any of the forward-  looking  statements
contained herein to reflect future events or developments.

(b) Summary

Poseidis,  Inc. f/k/a BillyWeb Corp.  f/k/a/ EZ Talk,  Inc. (the  "Company") was
organized  under the laws of the State of Florida on June 10, 1998.  The Company
was  originally  organized  for the  purpose  of  engaging  in the  business  of
selling/marketing a universal, hands-free mobile speaker for mobile phones.

In May 2000,  however,  the Company changed its business plan in connection with
the  acquisition  of  Billyweb  Corp.  to  fulfill  the  perceived   demand  for
Interactive  accessing of the internet.  The Company was named after an animated
character, Billy, which was created by Billy Web Corp. which was to be used as a
Disney star and Disney Club show host in partnership with Fprod Fenomen.

However, in September 2002, the Company abandoned this business plan as well. In
connection  with the  abandonment of its business plan, the Company  changed its
name to its  current  name,  Poseidis,  Inc.  In December  2002,  SARL  Billyweb
Entertainment,  a wholly-owned subsidiary of the Company engaged in its old line
of business, filed for bankruptcy protection under French law.

The Company's new business plan is the commercial and industrial exploitation of
a natural  mineral water spring called La Troliere Spring located in the village
of Theneuille,  Allier Department,  Canton Cerilly,  in the region of one of the
largest natural forests in France.

                                       13




In that regard, the Company  incorporated  Poseidis,  SAS under French corporate
law as a  wholly-owned  subsidiary in  Theneuille,  France in April 2003 for the
purpose of establishing a manufacturing  facility to exploit the spring.  At the
same time,  a twenty year lease was  purchased  by  Poseidis,  SAS,  granting it
exclusive right to exploit the spring.  Additionally,  it purchased equipment to
be used in  connection  with  exploitation  of the  spring  and the  results  of
significant research already conducted at the site.  Commercial  exploitation of
the spring is not expected before the second half of 2005.

The Company  maintains its executive offices at 222 Lakeview Ave., PMB 160, West
Palm Beach, FL 33401,  Telephone:  (561) 832-5696 and an operating office at Les
Sourdinieres, 03350 Theneuille, France, Telephone: 011-33-1-44-86-00-41.

(c) Results of Operations For the Years Ended February 29, 2004 and February 28,
2003

Financial Condition, Capital Resources and Liquidity

For the twelve months ending February 28, 2005 and February 29, 2004 the Company
recorded  revenues  of $0 and $0  respectively.  For the  twelve  months  ending
February 28, 2005 and February 29, 2004 the Company had  consulting fee expenses
Of $2,711,604 and $347,998, respectively.

For the twelve  months  ending  February 28, 2005 and  February  29,  2004,  the
Company had, on a consolidated  basis,  general and  administrative  expenses of
$345,108 and $300,443, respectively.

For the twelve  months  ending  February 28, 2005 and  February  29,  2004,  the
Company had on a consolidated  basis total operating  expenses of $3,201,744 and
$793,381.

Net Losses

For the twelve  months  ending  February 28, 2005 and  February  29,  2004,  the
Company reported a net loss from operations  excluding  currency  translation of
$3,294,210 and $793,520 respectively.

At February 28, 2005, the Company had assets totaling  $285,450 and has incurred
a cumulative loss of $6,782,554.

Liquidity/Working Capital

There can be no assurance that the Company's  financial  condition will improve.
The Company is expected to continue to have minimal working capital or a working
capital deficit as a result of current liabilities.



                                       14




Net Operating Loss Carry-forwards

The Company has net operating loss  carry-forwards  of approximately  $6,782,500
Expiring $3,294,200,  $793,500,  $1,308,600,  $474,000,  $864,300 and $50,700 at
February 28, 2025, 2024, 2023,  2022, 2021 and 2020,  respectively.  The Company
has a $2,713,000 deferred tax asset resulting from the loss carry-forwards,  for
which it has established a one hundred percent (100%) valuation  allowance.  The
Company  may not be able to utilize  such  carry-forwards  as the Company has no
history of profitable operations.

Research and Development Plans

For the next  twelve  (12)  months  there is not a plan  for  funding  extensive
research and development efforts.



Item 7. Financial Statements.

The information  called for by this item is indexed and contained on Page F-1 of
this report.



Item 8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure.

None.



Item 8A - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive  Officer along with the Company's  Chief Financial  Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
along with the Company's  Chief Financial  Officer  concluded that the Company's
disclosure controls and procedures are effective. There have been no significant
changes in the  Company's  internal  controls or in other  factors,  which could
significantly  affect  internal  controls  subsequent  to the date  the  Company
carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports



                                       15





filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.



                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.

Executive Officers and Directors

Set forth below are the names,  ages,  positions  with the Company and  business
experiences of the executive officers and directors of the Company.

Name                     Age      Position(s) with Company
-----                    ---      ------------------------
Louis Pardau dit Pardo   36       President and Director

Ludovic Payage           35       Secretary, Treasurer and Director

Norbert Etienne          38       Director
---------

All  directors  hold  office  until the next  annual  meeting  of the  Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Director.

Family Relationships

There are no family  relationships  between or among the executive  officers and
director of the Company.

Business Experience

Louis Pardo was appointed the Company's President when the Company  restructured
its management team in August and September 2002.  Prior to that time, he served
as the  Company's  Secretary  and  Treasurer  since October 17, 2000 when he was
Marketing Manager and Product Developer.  Prior to joining the Company Mr. Pardo
worked with Faz  Productions of France since 1996.  While at Faz  Productions he
received many awards for various music and video  productions.  Prior to working
with Faz  Productions Mr. Pardo worked with Symbolic Corp of France where he was
Product  Manager from 1993 until  leaving in 1996. At Symbolic  Corp.  Mr. Pardo
launched the #1 Energy soft drink in France: "x-energy drink."

Ludovic  Payage was appointed as a Director by the Company's  Board of Directors
to fill a vacancy until the next meeting of the  shareholders in which directors
are elected. Subsequently, the Board appointed him to the positions of Secretary
and Treasurer. These actions occurred in August and September 2002 in connection
with a restructuring  of the management  team.  Before joining the Company,  Mr.
Payage served as Consumers'  Product  Development  for Sagem France between 1999
and 2002.  Prior to that time, he was a Senior Product  Manager for SGI Securite
En Provence between 1995 and 1999.



                                       16




Norbert Etienne became a director in August 2002, when the Company's  management
team restructured.  He was appointed by the Company's Board of Directors to fill
a vacancy  until the next meeting of the  shareholders  in which  directors  are
elected.  Prior to serving in that capacity,  Mr. Etienne was a Sales  Marketing
Manager for  Maxence SA since 2001.  Between  1998 and 2001,  Mr.  Etienne was a
Sales Marketing Manager for Union Financiere De France.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  executive officers and directors and persons who own more than 10% of
a  registered  class  of the  Company's  equity  securities,  to file  with  the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of common stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively. Executive officers,
directors  and  greater  than ten percent  (10%)  shareholders  are  required by
Commission  regulations  to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's  knowledge,  all of the Company's  executive
officers,  directors and greater than ten percent (10%) beneficial owners of its
common stock have complied with Section 16(a) filing requirements  applicable to
them during the Company's fiscal year ended February 29, 2004.



Item 10. Executive Compensation.

It is expected that the Board of Directors  will approve the payment of salaries
in a  reasonable  amount  to each of its  officers  for  their  services  in the
positions  of  President/Treasurer,   Executive  Vice  President  and  Secretary
respectively,  of the Company.  At such time, the Board of Directors may, in its
discretion,  approve the payment of additional cash or non-cash  compensation to
the foregoing for their services to the Company.

The Company does not provide officers with pension,  stock appreciation  rights,
long-term  incentive or other plans but has the intention of  implementing  such
plans in the future.

Compensation of Directors

The Company has no standard  arrangements  for compensating the directors of the
Company for their attendance at meetings of the Board of Directors.



Item 11. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  information as of February 29, 2004,  regarding
the ownership of the  Company's  Common Stock by each  shareholder  known by the
Company  to be the  beneficial  owner  of more  than  five  percent  (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of Common Stock
beneficially owned.



                                       17




                                            Amount
Name and Address of                      Beneficially     Percent of
Beneficial Owner                            Owned          Class (1)
---------------------------              ------------     ---------
Louis Pardau Dit Pardo                    12,883,200         25.7%
222 Lakeview Ave., PMB 160
West Palm Beach, FL 33401

Ludovic Payage
222 Lakeview Ave., PMB160                          0            0%
West Palm Beach, FL 33401

Norbert Etienne
222 Lakeview Ave., PMB160                          0            0%
West Palm Beach, FL 33401

All Executive Officers, Directors         12,883,200         25.7%
---------------------------------
DMI Joaillerie Paris                       7,040,000         14.1%
95 Rue La Boetie
75008 Paris
France


Item 12. Certain Relationships and Related Transactions.

None.


Item 13. Exhibits and Reports on Form 8-K.

Subsequent to the Company's February 29, 2000 year end it abandoned its original
business plan and executed a Share Exchange Agreement and  Reorganization.  This
resulted in the change of control of the Company.  The Company filed an 8-K with
the Securities and Exchange Commission on May 15th, 2000 and on July 10, 2000 an
amended 8-K with complete  financials was filed with the SEC. No Reports on Form
8-K were filed during the year ended February 28, 2005.


Index to Exhibits


Item No.          Description
---------      -----------------------------------------

2.1      [3]   Share Exchange Agreement between the Company,  Billyweb Corp. and
               the shareholders of Billyweb Corp. dated May 15, 2000.

3(i).1   [1]   Articles of Incorporation filed June 11, 1998.

3(i).2   [4]   Articles of Amendment to the Articles of  Incorporation  changing
               name to Billyweb Corp. filed May 3, 2000.

3.2      [1]   Bylaws.

5.1      [2]   Opinion of Mintmire &Associates.


                                       18




10.1     [2]   EZ Talk, Inc. Employee/Consultant Stock Compensation Plan.

10.2     [4]   Partnership Contract with Alidoo RCS Paris.

10.3     [4]   Contract for Trading Content with Eurekan Multimedia, SA.

10.4     [4]   Contract for Trading Content with Quelm.

10.5     [5]   Lease of real property and exploitation  rights between Christian
               Bertheir and Poseidis SAS dated April 10, 2003.

10.6     [5]   Sale of real  property  from  Jacques  Annet Paul to Poseidis SAS
               dated March 26, 2003.

99.1      *    Sarbanes-Oxley Certification by Chief Executive Officer.

99.2      *    Sarbanes-Oxley Certification by Chief Financial Officer.
----------------

*    Filed herewith

[1]  Originally filed on June 10, 1999 with the Company's Registration Statement
     on Form 10-SB.
[2]  Originally  filed  on  April  28,  2000  with  the  Company's  Registration
     Statement on Form S-8.
[3]  Originally filed on May 16, 2000 with the Company's  Current Report on Form
     8-K.
[4]  Originally  filed on July 17, 2000 with the Company's  Quarterly  Report on
     Form 10QSB.
[5]  Originally filed on June 11, 2004 with the Company's  Annual  Report on
     Form 10KSB.


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to it's principal accountant, Stephen H. Durland, CPA.





                                       19
<PAGE>



                                       Year ended        Year ended
                                      February 28,      February 28,
                                          2005              2004
                                      ------------------------------
(a)  Audit fees                        $  31,250         $ 31,250
(b)  Audit-related fees                        -                -
(c)  Tax fees                                  0                0
(d)  All other fees                            -                -
                                       ---------         --------
   Totals                              $       0         $      0
                                       =========         ========

We have  considered  whether the  provision of non-audit  services is compatible
with Stephen H. Durland,  CPA maintaining their independence and determined that
these services do not compromise their independence.

Financial Information System Design and Implementation:  Stephen H. Durland, CPA
did not charge the Company any fees for financial  information system design and
implementation fees.

The  Company  has no  formal  audit  committee.  However,  the  entire  Board of
Directors (the "Board") is the Company's defacto audit committee. In discharging
its oversight  responsibility  as to the audit process,  the Board obtained from
the independent auditors a formal written statement describing all relationships
between  the  auditors  and  the  Company  that  might  bear  on  the  auditors'
independence  as  required  by  Independence  Standards  Board  Standard  No. 1,
"Independence  Discussions with Audit  Committees." The Board discussed with the
auditors any  relationships  that may impact their objectivity and independence,
including fees for non- audit services, and satisfied itself as to the auditors'
independence.  The Board also discussed with management,  the internal  auditors
and the independent  auditors the quality and adequacy of the Company's internal
controls.

The Company's principal accountant,  Stephen H. Durland,  CPA did not engage any
other  persons  or  firms  other  than  the  principal  accountant's  full-time,
permanent employees.


                                       20






                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 Poseidis, Inc.
                           --------------------------
                                  (Registrant)

Date:  June 15, 2005        By: /s/ Louis Pardau dit Pardo
                            ---------------------------------------
                            Louis Pardau dit Pardo, President and Director

                            By: /s/ Ludovic Payage
                            ---------------------------------------
                            Ludovic Payage, Secretary, Treasurer and
                            Director

                            By: /s/ Norbert Etienne
                            ---------------------------------------
                            Norbert Etienne, Director

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Signature                         Title                       Date

/s/ Louis Pardau dit Pardo
--------------------------
Louis Pardau dit Pardo      President and Director              June 15, 2005

/s/ Ludovic Payage
--------------------------
Ludovic Payage              Secretary, Treasurer and Director   June 15, 2005

/s/ Norbert Etienne
--------------------------
Norbert Etienne             Director                            June 15, 2005






                                       21

<PAGE>
                                 POSEIDIS, INC.

                          AUDITED FINANCIAL STATEMENTS

              For the Years Ended February 28 and 29, 2005 and 2004








                          INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm......................F-2

Consolidated Balance Sheets..................................................F-3

Consolidated Statements of Operations........................................F-4

Consolidated Statements of Stockholders' Equity..............................F-5

Consolidated Statements of Cash Flows........................................F-7

Notes to Consolidated Financial Statements...................................F-8















                                       F-1

<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders
Poseidis, Inc.
West Palm Beach, Florida

We have audited the accompanying  consolidated balance sheets of Poseidis, Inc.,
(the "Company"), as of February 28, 2005 and the related consolidated statements
of operations and comprehensive  income (loss),  stockholders'  equity (deficit)
and cash flows for each of the two years in the period ended  February 28, 2005.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with the standards of the Public Companies
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Poseidis,  Inc. as of February
28,  2005 and the results of its  operations  and its cash flows for each of the
two years in the  period  ended  February  28,  2005,  in  conformity  with U.S.
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 4. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.





/s/Durland & Company, CPAs, P.A.
---------------------------------
Durland & Company, CPAs, P.A.


Palm Beach, Florida
June 13, 2005







                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                           Consolidated Balance Sheets
                         Years Ended February 28 and 29,

                                                                                         2005                   2004
                                                                                ----------------------  --------------------
<S>                                                                             <C>                     <C>
                                          ASSETS
CURRENT ASSETS
   Cash                                                                         $                1,051  $             30,788
   Accounts receivable                                                                               0                92,192
   VAT taxes receivable                                                                         39,750                11,983
   Prepaid expenses                                                                                  0                     0
                                                                                ----------------------  --------------------
           Total Current Assets                                                                 40,801               134,963
                                                                                ----------------------  --------------------
PROPERTY AND EQUIPMENT
   Land                                                                                         40,863                37,253
   Land improvements                                                                           151,530                     0
   Furniture and fixtures                                                                       22,705                18,466
   Equipment                                                                                    30,806                18,339
                                                                                ----------------------  --------------------
      Subtotal property and equipment                                                          245,904                74,058
      Less: Accumulated depreciation                                                           (37,144)              (20,095)
                                                                                ----------------------  --------------------
            Total Property and Equipment                                                       208,760                53,963
                                                                                ----------------------  --------------------
OTHER ASSETS
   Deposits                                                                                     35,889                42,786
                                                                                ----------------------  --------------------
            Total Other Assets                                                                  35,889                42,786
                                                                                ----------------------  --------------------
Total Assets                                                                    $              285,450  $            231,712
                                                                                ======================  ====================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                                             $              188,667  $             28,921
   Accrued expenses                                                                            864,078               492,493
   Accrued salaries                                                                             26,719                 7,314
   Short-term loan                                                                              29,009                     0
                                                                                ----------------------  --------------------
            Total Current Liabilities                                                        1,108,473               528,728
                                                                                ----------------------  --------------------
Total Liabilities                                                                            1,108,473               528,728
                                                                                ----------------------  --------------------
Minority Interest in Consolidated Subsidiaries                                                       0                     0
                                                                                ----------------------  --------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Preferred stock, $0.0001 par value, authorized 10,000,000
     shares; none issued                                                                             0                     0
   Common stock, $0.0001 par value, authorized 50,000,000 shares;
     50,120,215 and 5,393,033  issued and outstanding, respectively                              5,012                   539
   Additional paid-in capital                                                                5,971,289             3,206,690
   Accumulated comprehensive income (loss)                                                     (16,770)              (15,901)
   Accumulated deficit                                                                      (6,782,554)           (3,488,344)
                                                                                ----------------------  --------------------
            Total Stockholders' Equity (Deficiency)                                           (823,023)             (297,016)
                                                                                ----------------------  --------------------
Total Liabilities and Stockholders' Equity (Deficiency)                         $              285,450  $            231,712
                                                                                ======================  ====================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Operations
                         Years Ended February 28 and 29,

                                                                                         2005                   2004
                                                                                ----------------------  --------------------
<S>                                                                             <C>                     <C>

REVENUES                                                                        $                    0  $                  0
                                                                                ----------------------  --------------------
OPERATING EXPENSES
   General and administrative                                                                  345,108               300,443
   Salaries                                                                                     70,050                12,852
   Consulting fees                                                                           2,711,604               347,998
   Depreciation                                                                                 23,910                 6,650
   Professional fees                                                                            51,072               125,438
   Web site development                                                                              0                     0
   Bad debt expense                                                                                  0                     0
                                                                                ----------------------  --------------------
          Total operating expenses                                                           3,201,744               793,381
                                                                                ----------------------  --------------------
Operating income (loss)                                                                     (3,201,744)             (793,381)
                                                                                ----------------------  --------------------
OTHER INCOME (EXPENSE)
   Interest expense                                                                                 (5)                 (140)
   Bad debt expense                                                                            (93,806)                    0
   Loss on fixed asset abandonment                                                             (23,064)                    0
   Gain on bankruptcy of subsidiary                                                                  0                     0
   Foreign currency transaction gain (loss)                                                     24,409                     1
                                                                                ----------------------  --------------------
          Total other income (expense)                                                         (92,466)                 (139)
Net loss before minority interest                                                           (3,294,210)             (793,520)
                                                                                ----------------------  --------------------
Minority interest in consolidated subsidiaries net (income) loss                                     0                     0
                                                                                ----------------------  --------------------
Net loss                                                                                    (3,294,210)             (793,520)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                                                       (869)                6,034
                                                                                ----------------------  --------------------
Comprehensive loss                                                              $           (3,295,079) $           (787,486)
                                                                                ======================  ====================

Net loss per weighted average share, basic                                      $                (0.07) $              (0.15)
                                                                                ======================  ====================
Weighted average number of shares                                                           49,922,315             5,338,502
                                                                                ======================  ====================
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)


                                                   Number                               Additional
                                                     of        Preferred     Common      Paid-in
                                                   Shares        Stock       Stock       Capital
                                               -------------- ------------ ---------- --------------
<S>                                            <C>            <C>          <C>        <C>
BEGINNING BALANCE, Feb 29, 2000                     2,050,000 $          0 $      205 $       59,895
   April 2000 - accrued expenses                       13,500            0          1          3,384
   May 2000 - common stock contributed             (1,000,000)           0       (100)           100
   May 2000 - 16 for 1 forward split               15,952,500            0      1,596         (1,596)
   May 2000 - reverse merger                       23,100,000            0      2,310        229,833
   May 2000 - services                              1,900,000            0        190              0
   May 2000 - stock subscription receivable           150,000            0         15        149,985
   June 2000 - stock subscriptions received                 0            0          0              0
   June 2000 - services                               200,000            0         20        199,980
   July 2000 - minority interest of subsidiary      5,000,000            0        500         56,210
   October 2000 - services                            990,000            0         99        232,551
   Other comprehensive income (loss)                        0            0          0              0
Net loss                                                    0            0          0              0
                                               -------------- ------------ ---------- --------------
BALANCE, February 28, 2001                         48,356,000            0      4,836        930,342
   March 2001 - 1 for 10 reverse split            (43,520,399)           0     (4,352)         4,352
   Shares issued for cash                             226,426            0         23        280,129
   Shares issued for services                          24,969            0          2         27,091
   Other comprehensive income (loss)                        0            0          0              0
Net loss                                                    0            0          0              0
                                               -------------- ------------ ---------- --------------
BALANCE, February 28, 2002                          5,086,996            0        509      1,241,914
   Shares issued for cash                              10,858            0          1         33,119
   April 2002 - 1 for 10 reverse split             (4,581,795)           0       (458)           458
   Shares issued to pay accrued expenses            1,080,000            0        108        134,892
   Shares issued to settle short-term debt            864,000            0         86        107,914
   Shares issued for stock subscriptions rec.         800,000            0         80         99,920
   Shares issued for services                       1,969,784            0        197        984,695
   Stock subscription received                              0            0          0              0
   Shares issued for cash                              32,685            0          3        114,397
   Other comprehensive income (loss)                        0            0          0              0
Net loss                                                    0            0          0              0
                                               -------------- ------------ ---------- --------------
ENDING BALANCE, February 28, 2003                   5,262,528            0        526      2,717,309
   Shares issued for services                          34,316            0          3        128,682
   Shares issued for cash                              96,189            0         10        360,699
   Other comprehensive income (loss)                        0            0          0              0
Net loss                                                    0            0          0              0
                                               -------------- ------------ ---------- --------------
ENDING BALANCE, February 29, 2004                   5,393,033            0        539      3,206,690
    Forward split - 8 for 1                        37,753,231            0      3,775         (3,775)
   Shares issued for services                       1,993,930            0        199      2,489,731
   Shares issued for cash                             189,238            0         20        240,278
   Forward split - 11 for 10                        4,531,823            0        453           (453)
   Shares issued for services                         104,561            0         11         15,673
   Shares issued for cash                             154,399            0         15         23,145
   Other comprehensive income (loss)                        0            0          0              0
Net loss                                                    0            0          0              0
                                               -------------- ------------ ---------- --------------
ENDING BALANCE, February 28, 2005                  50,120,215 $          0 $    5,012 $    5,971,289
                                               ============== ============ ========== ==============
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-5
<PAGE>



                                 Poseidis, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)
                                  (Continued)


                Accumulated
    Stock          Comp.                            Total
    Subs.          Income        Accumulated    Stockholders'
 Receivable        (Loss)          Deficit          Equity
------------- ---------------- --------------- ----------------
$           0 $              0 $       (11,541)$         48,559
            0                0               0            3,385
            0                0               0                0
            0                0               0                0
            0                0         (39,033)         193,110
            0                0               0              190
     (150,000)               0               0                0
      150,000                0               0          150,000
            0                0               0          200,000
            0                0               0           56,710
            0                0               0          232,650
            0          (11,638)              0          (11,638)
            0                0        (864,247)        (864,247)
------------- ---------------- --------------- ----------------
            0          (11,638)       (914,821)           8,719
            0                0               0                0
            0                0               0          280,152
            0                0               0           27,093
            0           (7,688)              0           (7,688)
            0                0        (473,928)        (473,928)
------------- ---------------- --------------- ----------------
            0          (19,326)     (1,388,749)        (165,652)
            0                0               0           33,120
            0                0               0                0
            0                0               0          135,000
            0                0               0          108,000
     (100,000)               0               0                0
            0                0               0          984,892
      100,000                0               0          100,000
            0                0               0          114,400
            0           (2,609)              0           (2,609)
            0                0      (1,306,075)      (1,306,075)
------------- ---------------- --------------- ----------------
            0          (21,935)     (2,694,824)           1,076
            0                0               0          128,685
            0                0               0          360,709
            0            6,034               0            6,034
            0                0        (793,520)        (793,520)
------------- ---------------- --------------- ----------------
            0          (15,901)     (3,488,344)        (297,016)
            0                0               0                0
            0                0               0        2,489,930
            0                0               0          240,298
            0                0               0                0
            0                0               0           15,684
            0                0               0           23,160
            0             (869)              0             (869)
            0                0      (3,294,210)      (3,294,210)
------------- ---------------- --------------- ----------------
$           0 $        (16,770)$    (6,782,554)$       (823,023)
============= ================ =============== ================



     The accompanying notes are an integral part of the financial statements


                                       F-6


<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Cash Flows
                         Years Ended February 28 and 29

                                                                                        2005                   2004
                                                                                --------------------   --------------------
<S>                                                                             <C>                    <C>

CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $         (3,294,210)  $           (793,520)
Adjustments to reconcile net loss to net cash used for development activities.
   Stock issued for services                                                               2,277,202                128,685
   Depreciation                                                                               23,910                  6,650
   Bad debt expense                                                                           93,806                      0
   Loss on fixed asset abandonment                                                            23,064                      0
   Minority interest in consolidated subsidiary income (loss)                                      0                      0
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                                      0                 (1,170)
   (Increase) decrease in prepaid expenses                                                         0                      0
   (Increase) decrease in deposits                                                            10,069                (39,964)
   Increase (decrease) in accounts payable                                                   142,726                 27,163
   Increase (decrease) in accrued expenses                                                   362,850                278,579
   Increase (decrease) in accrued salaries                                                    17,047                  6,831
   Increase (decrease) in VAT payable/receivable                                             (24,260)               (11,192)
                                                                                --------------------   --------------------
Net cash used by development activities                                                     (367,796)              (397,938)
                                                                                --------------------   --------------------
CASH FLOW FROM INVESTING ACTIVITIES:
   Deposit on land                                                                                 0                (34,796)
   Purchase of property and equipment                                                       (176,737)                (4,059)
                                                                                --------------------   --------------------
Net cash used by investing activities                                                       (176,737)               (38,855)
                                                                                --------------------   --------------------
CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from short-term loan                                                              29,009                      0
   Repayment of short-term loan                                                                    0                      0
   Stock sold for cash                                                                       491,870                360,709
   Receipt of stock subscriptions                                                                  0                      0
   Increase (decrease) of bank overdraft                                                           0                      0
                                                                                --------------------   --------------------
Net cash provided by financing activities                                                    520,879                360,709
                                                                                --------------------   --------------------
Effect of exchange rates on cash                                                              (6,083)                (9,540)
                                                                                --------------------   --------------------
Net increase (decrease) in cash                                                              (29,737)               (85,624)

CASH, beginning of period                                                                     30,788                116,412
                                                                                --------------------   --------------------

CASH, end of period                                                             $              1,051   $             30,788
                                                                                ====================   ====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Non-Cash Financing Activities:
     Common stock issued to pay accrued expenses                                $                  0   $                  0
                                                                                ====================   ====================
     Common stock issued to settle short-term debt                              $                  0   $                  0
                                                                                ====================   ====================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-7

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles.
     The  Company  Poseidis,  Inc.  is a  Florida  chartered  corporation  which
     conducts  business from its headquarters in West Palm Beach,  Florida.  The
     Company was  incorporated  on June 10,  1998.  On May 4, 2000,  the Company
     changed its name to BillyWeb  Corp.  and on August 28,  2002,  to Poseidis,
     Inc.

     The Company's  operations have been to secure a "source" of natural mineral
     water in France,  and  negotiating  with  several  entities to  construct a
     bottling plant.

     The financial  statements  have been prepared in conformity  with generally
     accepted  accounting  principles.  In preparing the  financial  statements,
     management is required to make  estimates and  assumptions  that affect the
     reported amounts of assets and liabilities as of the date of the statements
     of financial  condition and  operations  for the period then ended.  Actual
     results may differ significantly from those estimates.

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:

          a)  Use  of  estimates.   In  preparing  the  consolidated   financial
     statements,  management is required to make estimates and assumptions  that
     affect the reported amounts of assets and liabilities as of the date of the
     statements of financial  condition,  and revenues and expenses for the year
     then ended. Actual results may differ significantly from those estimates.

          b) Significant acquisition.  On May 15, 2000, the Company entered into
     an agreement to acquire 77.3% of the issued and  outstanding  common shares
     of BillyWeb Corp., (n/k/a Share Exchange Corp.), in exchange for 23,100,000
     shares of common stock of the Company,  in a reverse merger,  which will be
     accounted  for  as a  recapitalization  of  BillyWeb  Corp.,  (n/k/a  Share
     Exchange Corp.).  On July 27, 2000, the Company acquired the 22.7% of Share
     Exchange  Corp.  that it did not  previously  own in exchange for 5,000,000
     shares of common stock restricted under Rule 144.

          In October  2000,  the Company  formed a subsidiary  under the laws of
     France, SARL BillyWeb.  The Company owns 99% and a French citizen holds the
     remaining 1%,  pursuant to French law. In December 2002, the Company placed
     SARL BillyWeb in bankruptcy  under French law. The Company  recorded a gain
     of $12,700 as a result of this.  In April 2003,  the Company  created a new
     wholly owned subsidiary, Poseidis, SAS, under French law.

          c) Principles of consolidation.  The consolidated financial statements
     include the accounts of Poseidis, Inc. and its subsidiaries.  Inter-company
     balances and transactions have been eliminated.

          d) Net loss per share.  Basic is computed by dividing  the net loss by
     the weighted average number of common shares outstanding during the period.

          e) Property and equipment.  All property and equipment are recorded at
     cost and depreciated  over their estimated  useful lives,  generally three,
     five or seven years, using the straight-line method. Upon sale or


                                       F-7

<PAGE>


                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Principles (Continued).
          e)  Property  and  equipment  (continued).  retirement,  the costs and
     related  accumulated  depreciation  are  eliminated  from their  respective
     accounts,  and the  resulting  gain or loss is  included  in the results of
     operations.  Repairs and  maintenance  charges  which do not  increase  the
     useful  lives  of  the  assets  are  charged  to  operations  as  incurred.
     Depreciation expense was $23,910 and $6,650 for the years ended February 28
     and 29, 2005 and 2004, respectively.

          f) Foreign currency  transaction and translation  gains (losses).  The
     principal   operations  of  the  Company  are  located  in  France.   On  a
     consolidated basis the Company's reporting currency is the US Dollar.

(2)  Stockholders'  Equity.  The Company  has  authorized  50,000,000  shares of
     $0.0001 par value common stock and  10,000,000  shares of $0.0001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     50,120,215  and no shares  of common  and  preferred  stock,  respectively,
     issued and outstanding at February 28, 2005.

     In fiscal 2004,  the Company sold 96,189 shares of common stock in exchange
     for $360,709 in cash, or $3.75 per share.  In fiscal 2004, the Company also
     issued  34,316 shares of  restricted  common stock for services,  valued at
     $128,685, or $3.75 per share.

     In early fiscal 2005, the Company issued  37,751,231 shares of common stock
     to effectuate an 8 for 1 forward  split.  In early fiscal 2004, the Company
     issued 1,993,930 shares of restricted common stock for services,  valued at
     $2,489,930,  or $1.25 per share.  In early  fiscal  2005,  the Company sold
     189,238  shares of common stock in exchange for $240,298 in cash,  or $1.25
     per share.  In mid-fiscal  2005,  the Company  issued  4,531,823  shares of
     common stock to effectuate an 11 for 10 forward split. In late fiscal 2005,
     the Company issued 104,561 shares of restricted  common stock for services,
     valued at $15,684,  or $0.15 per share.  In late fiscal  2005,  the Company
     sold 154,399  shares of common  stock in exchange  for $23,160 in cash,  or
     $0.15 per share.

(3)  Income Taxes.  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial  reporting  purposes.  The Company has net operating  loss carry-
     forwards  for income tax  purposes of  approximately  $6,782,554,  expiring
     $3,294,200,   $793,500,  $1,306,000,  $474,000,  $864,300  and  $50,700  at
     February 28, 2025,  2024,  2023,  2022,  2021 and 2020,  respectively.  The
     amount  recorded  as  deferred  tax  asset  as  of  February  28,  2005  is
     $2,713,000,  which  represents  the  amount  of tax  benefit  of  the  loss
     carryforward.  The Company has  established a valuation  allowance  against
     this  deferred  tax asset,  as the  Company  has no  history of  profitable
     operations.



                                       F-8

<PAGE>


                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(4)  Going  Concern.  As  shown  in  the  accompanying   consolidated  financial
     statements,  the Company  incurred a net loss of $6,782,600  for the period
     from June 10, 1998  (Inception)  through  February 28, 2005. The ability of
     the Company to  continue as a going  concern is  dependent  upon  obtaining
     additional capital and financing.  The financial  statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.

     In April 2002, the Company  recognized that its plan was not progressing as
     it  had  hoped.  The  Company  elected  to  lay  off  virtually  all of its
     employees,  and pare expenses as dramatically as possible. It then was able
     to convert its short-term debt and accrued  consulting fees into restricted
     common stock.

(5)  Short-Term  Notes.  Payable  During the first and  second  quarter of 2001,
     three  unrelated  parties  loaned the  Company  approximately  $110,000  as
     short-term,  non-interest  bearing  demand notes.  In September  2001,  the
     Company  repaid  approximately  $34,000  of those  notes.  In May 2001,  an
     unrelated  third party loaned the Company  $10,000 on a  short-term  demand
     loan  bearing 9%  interest,  which was  repaid in July 2001.  In the fourth
     quarter of fiscal 2002, an unrelated third party loaned the Company $32,000
     on a short-term demand loan. In May 2002, the Company agreed to convert the
     $108,000 remaining balance into 864,000 shares of restricted common stock.

     In June 2004, the Company received a short-term demand loan that carries no
     stated rate of interest  from a  third-party  corporation  in the amount of
     $29,009.


                                       F-9