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 29, 2000

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

For the transition period from ____________ to ____________

Commission File Number: 0-26329

                                 BillyWeb Corp.
         --------------------------------------------------------------
        (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.)

20 E. 42nd Street, Suite 6-R,
New York, N.Y.                                                     10017
-------------------------------------------               ---------------------
 (Address of principal executive offices)                          (Zip Code)

Issuer's telephone number:  (212) 687-3629

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

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

                                  EZTALK, INC.
          222 Lakeview Avenue, Suite 160-217, West Palm Beach, FL 33401
   ---------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                      Mintmire & Associates
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696
                                      Fax: (561) 659-5371


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     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 2000 fiscal year were $0.00.

     Of the  2,050,000  shares of voting  common of the  registrant  issued  and
outstanding   as  of  February   29,   2000,   1,050,000   shares  are  held  by
non-affiliates.  Because of the absence of an established trading market for the
voting stock,  the registrant is unable to calculate the aggregate  market value
of the voting  stock held by  non-affiliates  as of a specified  date within the
past 60 days.

     Subsequent  to the  Company's  February 29, 2000 year end it  consummated a
reverse  acquisition and reorganization  which will have an impact on the number
of shares issued and outstanding.  The Company filed an 8-K on May 15, 2000 with
the Securities and Exchange Commission and will file an amendment thereto within
60 days.

     The Company  anticipates  filing an Amended 10 KSB for its  present  fiscal
year end of February 29, 2000.








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                                TABLE OF CONTENTS


PART  I

Item 1.   Description of Business.

Item 2.   Description of Property.

Item 3.   Legal Proceedings.

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

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

Item 6.   Management's Discussion and Analysis or Plan of Operation.

Item 7.   Financial Statements.

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

PART III

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

Item 10.  Executive Compensation.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Item 12.  Certain Relationships and Related Transactions.

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













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PART I

Item 1. Description of Business.

     (a) Business Development.

         Billy Webb Corp.  f/k/a/ EZ Talk, Inc.  (hereinafter referred to as the
"Company"  or "BLWB")  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.  The Company's  executive  offices are presently  located at The
Company leases offices at 20 E. 42nd Street,  Suite 6-R, New York,  N.Y.  10017,
Telephone: (212) 687-3629.

         The initial  business plan of the company was to market a product known
as  EZTalk.  EZTalk  was  designed  to be  the  first  of its  kind,  universal,
hands-free  mobil  speaker  for  portable  phones.  EZTalk  was to be a compact,
hands-free  mobil speaker system that connects  directly to a portable phone and
runs off the battery of the  portable  assuring  the user many hours of use. The
initial  acquired  rights  (which were never  reduced to  writing)  proved to be
worthless  and this  specific  business  plan was  abandoned by  agreement  with
existing  Company  shareholders.  The plan was abandoned on or about February 1,
1999, at an official  meeting of shareholders  called for that express  purpose.
Due to the interest of the  principals  of the Company in marketing a product of
this nature,  the business  plan was modified to include its present  concept as
outlined herein.

         The Company has been inactive,  having conducted no business operations
except  organizational and fund raising activities since its inception.  To date
the Company has no products, no customers, no revenues, and a history of losses.
BLWB received gross proceeds in the amount of $60,000 from the sale of 1,050,000
shares of common  stock,  $.0001 par value per share (the  "Common  Stock"),  in
two(2)  offerings  conducted  pursuant to Section 3(b) of the  Securities Act of
1933,  as  amended  (the  "Act"),  and  Rule  504 of  Regulation  D  promulgated
thereunder ("Rule 504").  These offerings were made in the State of New York and
Florida.  The Company  undertook  its first  offering of shares of Common  Stock
pursuant  to Rule 504 on June 15,  1998 and its  second  offering  of  shares of
Common Stock pursuant to Rule 504 on September 15, 1998. A Confidential Offering
Circular  was used in  connection  with  these  offerings,  and a summary of the
business plan of the Company was included with each Offering Circular.

         There are no  preliminary  agreements  or  understandings  between  the
Company and its officers and  directors or  affiliates  or lending  institutions
with respect to any loan agreements or arrangements.

         The Company intends to offer securities under Rule 506 of  Regulation D
under the Act ("Rule  506) to fund its short and medium  term  expansion  plans.
(See Part I, Item 1. "Description of Business - (b) Business of Issuer.")

         See (b) "Business of Issuer" immediately below for a description of the
Company's proposed business. As of the date hereof, the Company has no temporary
staff or clients for placement of the Company's product and services.



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         (b)      Business of Issuer.

General

         Since its inception,  the Company has conducted no business  operations
except for organizational activities and an offering of Common Stock pursuant to
which it has received gross offering proceeds in the amount of $60,000. Further,
the Company has had no employees since its  organization.  The Company's initial
business  plan and operation  failed and was  abondoned on or about  February 1,
1999.  Subsequent to the Company's decision to discontinue its original business
plan the Company was introduced to Share Exchange Corp. f/k/a Billy Web Corp., a
Florida  corporation,  and after determining the viability of this new company's
business    executed    a    Share    Exchange     Agreement("Agreement")    and
Reorganization.[See:  Part III.  - Item 13. - Exhibits  and  Reports on Form 8-K
incorporated  by  reference   hereto]  As  a  condition  to  the  Agreement  and
Reorganization  the former officers and directors of the Company  tendered their
resignations  and  new  officers  and  directors  were  appointed.  The  Company
undertook a new  direction  pursuant to its  Reorganization  which  involves the
Interactive accessing of the internet in a new and unprecedented manner.

         As a reporting  company,  the  Company is  required  to file  quarterly
reports on Form 10-QSB and annually on Form 10-KSB and in each case, is required
to provide the  financial  and other  information  specified  in such forms.  In
addition,  the Company  would be required to file on Form 8-K in the event there
was a change of control, if the Company acquires or disposes of assets, if there
is  a  bankruptcy  or  receivership,   if  the  Company  changes  its  certified
accountants,  upon the  occurrence of other events which may be pertinent to the
security holders, and after certain resignations of directors.  Being subject to
such reporting requirements reduces the pool of potential acquisitions or merger
candidates  for the  Company  since such  transactions  require  that  certified
financials  must be provided for the  acquiring,  acquired or merging  candidate
within a specified  period of time.  That is why the  Company  intends to expand
through internal  operations  through the short and medium term. At such time as
the Company will seek acquisitions or mergers, it will limit itself to companies
which either  already have  certified  financial  statements or companies  whose
operations  lend  themselves to review for a certified audit within the required
time.

Business Strategy

         The  Company's  new focus  aims to  fulfill  the  perceived  demand for
Interactive accessing of the internet. It believes that it is the first Internet
company that combines the technologies of traditional TV, radio and print medium
with the  explosive  Internet  industry.  The Company is 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 for the
initial  European web site with a scenario  interface.  In 1996, the Walt Disney
Company looked for a "new face" to present the Disney Club broadcast on weekends
on TF1 (the largest  European  channel).  Billy  immediately  started to attract
large  audience  attention,  hosting the Disney Club show for three  years.  The
Internet  show titled  "Click & Net" at its peak  captured  an 8 million  person
viewing audience.

         The Company evolved from this initial show and acquired the sponsorship
of Club  Internet,  one of the largest  Internet  Service  Providers("ISP")  and
Tele7Jours,  the largest and most read magazine in France. Under the sponsorship
terms a special page on the Internet was designed and published weekly under the
direction of the Company's  in-house  journalist.  This magazine has an eight(8)
million person weekly readership.

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         Billy  has  evolved  further  into a set of  three-dimensional  cartoon
character  which is animated in real time.  These  animated  characters  provide
support for a series of live shows  produced  on  televisions  and  professional
forums  etc.  The cyber  character  of Billy  remains  a  central  "hero" of the
Company's  Internet site  Billyweb.com.  Through an additional  partnership  the
Company developed an "intelligent"  search engine for Billyweb.  In addition,  a
German company was signed to co- produce a new music dance tune titled, Billyweb
"Surf the Net."

         Billy,  the former  Disney Club host,  is now the very first  French TV
cyber host revealing the  fascinating  world of the Web to over 6 million French
viewers daily.  Since April of last year, Billy has been on the air every day at
7:55 p.m.  on TF1 just  before the  evening  news.  The  Company  believes  that
Billyweb now offers the first  online  interactive  teen and pre-teen  community
that  provides  advertisers  and  businesses  the ability to reach a significant
portion of over 200 million teenagers worldwide (including the pre-teen markets)

         Billyweb.com  has  had  as  guests  on its  shows  ranging  from  Latin
sensation Ricky Martin,  to French President  Jacques Chirac and Europe's answer
to the all boy band  Backstreet  Boys known as 2BE3.  The Company  believes that
this  combination of diversity and excitement has made  Billyweb.com  one of the
hottest web sites in Europe.


Growth and Development

         The company's mission is to establish  permanent brand name recognition
for the host Billy and the Internet  site  Billyweb on an  international  basis,
with  continuous  emphasis  in  TV,  music,  videogames,  shows,  magazines  and
periodicals, live shows, etc. The company believes that it will initiate a broad
stream of revenues  when the  geographical  exposure of Billyweb has reached its
critical  mass.  Revenues will accrue from a natural  extension of the Company's
current  activities  and will range  from TV  production,  live and taped  radio
shows, advertising,  copyrights,  endorsement and licensing,  royalties on music
production and database sharing.

The developmental process of the Company involves several steps:

         Various local hosts will be selected  according to their sensitivity to
the local teenage market,  present  Billyweb TV and Radio Billyweb shows,  which
share the  characteristics  of short,  focused and area specific  animation by a
common player:  Billy,  the "big wig" host and guide to the Internet world.  The
key visual effect is obtained without any language reference,  so that Billy can
perform  anywhere  without  dubbing.  In  addition  to the local host and Billy,
virtual video-composite characters appear in real time from technology developed
in partnership with City Media.

         On-line co-branding, partnerships and Joint Ventures are being actively
negotiated for the purpose to reach the best possible content,  optimize traffic
and visibility and maximize  profitability  by reducing  development  costs. The
various  agreements are being negotiated with leading  companies that specialize
in teen markets such as Music, Video, Movies, Videogames,  Toys, Fashion, Travel
and Culture, History and Literature.

         The Company's final objective is to interconnect the different mirrored
website   platforms.   The   creation  of  a  "World"   family   where   French,
Anglo-American,  Hispanic,  German and  possibly  Asian  characters  are joined,
linked  and mixed in order to create  the first  multilingual  worldwide  access
portal for pre-teens and teens.


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         The  Company's  primary  direct  costs  will  be  (i)  salaries  to its
executive  officers(payroll cost), (ii) marketing and sales related costs, (iii)
employment  related  taxes and (iv) health  benefits.  Employment  related taxes
consist of the  employer's  portion of payroll taxes  required under the Federal
Income  Contribution Act ("FICA"),  which includes Social Security and Medicare,
and federal and state  unemployment  taxes. The federal tax rates are defined by
the appropriate federal regulations. State of Florida unemployment tax rates are
effected  by claims  experience,  of which the  Company  has none at this  time.
Health benefits are comprised  primarily of medical  insurance  costs,  but also
include costs of other employee benefits such as prescription  coverage,  vision
care, disability insurance and employee assistance plans.

Sales and Marketing

         Marketing

Music:  Billyweb is releasing his first single, a duet with the American singer,
Chris  Willis.  The Company  believes that this dance track may become a popular
summer hit.

Press:  Every  week,  the Billy 7 Web  column in  Tele7Jours  (around 10 million
readers),  introduces  the general public to the thrills of the Web. This month,
Billy web and Tele7Jours will launch the first web program schedule magazine.

Radio:  Billy will be broadcasting  audio capsules  discussing the Internet on a
major French radio station.

Shows and  Events:  In its role as a true  professional  showman,  Billy hosts a
series of multimedia shows  interacting with Web avatars.  Following on from the
Elysee  Christmas Tree event (1999),  to the Cannes Film Festival  Billyweb will
now be at the World Firefighters games in July.

Mobile Phones: Ever up-to-date when it comes to the latest technological trends,
Billyweb will be broadcasting his audio columns on Diora, the first customizable
radio which you can time into using your mobile phone.

Merchandising:  Billyweb  has  established  an  extensive  product  distribution
platform.  All products have something to do with the Billyweb  universe or with
the web and the latest technology.

Competition

           There are numerous  entertainment  options for teens and pre-teens on
the  internet  presenting  various and  competing  options for their  attention.
However,  the  Company  believes  that the unique  multi-medium  delivery of its
BillyWeb.com  website  is the  premier  e-commerce  alternative  to  interactive
entertainment community for pre-teens and teens worldwide, showcasing well-known
players  of  music,  film and  sports.  The  Company  believes  its  competitive
advantage will increase as it is able to take  advantage of increased  broadband
access.

Industry Regulation

Environment

  The Company  engages in activities to comply with various  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.

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Government Regulation

         The  Company's  operations  are subject to various  federal,  state and
local  requirements  which affect businesses  generally,  such as taxes,  postal
regulations,  labor laws, and environment and zoning  regulations and ordinances
and the Federal Communications Commission.

         We  believe  that  current  state and  federal  regulations  concerning
electronic commerce do not apply to our current product line. However,  there is
a move towards taxation of Internet use by several states including the State of
Washington.

FCC Regulatory Environment

         The Company's  efforts will be subject to the regulation of the Federal
Communication  Commission  ("FCC")  because it will be operating an  interactive
media  broadcasting  industry.  Both federal and state authorities  regulate the
manufacture  and sale of  multimedia  production.  The  Company  will obtain all
required  federal  and  state  permits,  licenses,  and  bonds  to  operate  its
facilities.  There  can  be  no  assurance  that  the  Company's  operation  and
profitability  will not be subject to more restrictive  regulation and increased
taxation by federal,  state, or local agencies.  All Billy Web Corp. programming
is proprietary and will be protected by copyright laws.


Employees and Consultants

         The Company has had no employees  since its  organization.  The Company
anticipates  that it will rely  greatly  on the  management  skills of its newly
appointed post reorganization officers Frederic Richard and Alberto Afonso

Facilities

         The  Company  maintains  an office at 20 E. 42nd Street, Suite 6-R, New
York,  N.Y. 10017,  Telephone:  (212)  687-3629,  and 28 Bd  Malesherbes,  Paris
France,  75008,  Telephone:  011-33-0-1-  40-17.  The  Company  owns  no real or
personal property.

Risk Factors

         Before  making an  investment  decision,  prospective  investors in the
Company's  Common  Stock should  carefully  consider,  along with other  matters
referred to herein,  the  following  risk factors  inherent in and affecting the
business of the Company.

         1. Development Stage Company.  BLWB was only recently organized on June
10, 1998, and accordingly, is in the early form of development stage and must be
considered  promotional.  There are numerous  competitors  for pre-teen and teen
viewing  attention on the Internet several of which are large public  companies,
which are already  positioned  in the  ecommerce  business  and which are better
financed than the Company.  There can be no assurance that the Company, with its
limited capitalization, will be able to compete with these companies and achieve
profitability. (See Part I, Item 1. "Description of Business.")


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         2.  Minimal Assets, Working Capital and Net Worth.   As of February 29,
2000,  the  Company's  total  assets  in  the  amount  of  $51,841,   consisted,
principally, of paid-in capital of $59,895 less accrued expenses. As a result of
its minimal  assets,  as of February 29, 2000,  the Company has very minimal net
worth presently.  Further, BLWB's working capital is presently minimal and there
can be no assurance that the Company's  financial  condition  will improve.  The
Company is not expected to continue in operation without an infusion of capital.
In order to obtain additional  equity  financing,  management may be required to
dilute the interest of existing shareholders.  (See Part I, Item 1. "Description
of Business")

         3. Need for Additional Capital:  Going Concern Qualification  Expressed
by  Auditor.  Without an  infusion of capital or profits  from  operations,  the
Company is not expected to continue in  operation  after the  expiration  of its
2001  fiscal  year end.  Accordingly,  the  Company is not  expected to become a
viable  business  entity  unless  additional  equity  and/or debt  financing  is
obtained. BLWB's independent certified public accountant has expressed this as a
"going concern"  qualification to the opinion of Durland and Company,  CPAs P.A.
on the  Company's  financial  statements.  The Company does not  anticipate  the
receipt of operating  revenues  until  management  successfully  implements  its
Reorganized  business  plan,  which is not  assured.  Further,  BLWB  may  incur
significant unanticipated expenditures which deplete its capital at a more rapid
rate because of among other things,  the development stage of its business,  its
limited  personnel  and other  resources.  Because  of these and other  factors,
management  is  presently  unable to  predict  what  additional  costs  might be
incurred by the Company beyond those currently contemplated to obtain additional
financing and achieve market  penetration of Billyweb.com on a commercial scale.
BLWB has no  identified  sources of funds,  and there can be no  assurance  that
resources will be available to the Company when needed.

         4. Competition. The internet entertainment market is highly competitive
The Company's competitors include local,  regional and national companies,  many
of which are larger and have greater financial and marketing  resources than the
Company.  There can be no  assurance  that the  Company  will be able to compete
effectively  against  such  competitors  in the  future.  (See  Part I.  Item 1.
"Description of Business," (b) "Business

         5. Potential  Anti-Takeover  and Other Effects of Issuance of Preferred
Stock May Be  Detrimental to Common  Shareholders.  The Company is authorized to
issue up to  10,000,000  shares of preferred  stock.  $.0001 par value per share
(hereinafter  referred to as the  "Preferred  Stock");  none of which shares has
been issued.  The issuance of Preferred  Stock does not require  approval by the
shareholders of the Company's Common Stock. The Board of Directors,  in its sole
discretion,  has the  power to issue  shares of  Preferred  Stock in one or more
series  and  to  establish  the  dividend  rates  and  preferences,  liquidation
preferences,  voting rights,  redemption and conversion terms and conditions and
any  other  relative  rights  and  preferences  with  respect  to any  series of
Preferred  Stock.  Holders  of  Preferred  Stock may have the  right to  receive
dividends,  certain  preferences in liquidation and conversion and other rights;
any of  which  rights  and  preferences  may  operate  to the  detriment  of the
shareholders of the Company's Common Stock.  Further, the issuance of any shares
of Preferred Stock having rights superior to those of the Company's Common Stock
may  result  in a  decrease  in the value of market  price of the  Common  Stock
provided  a market  exists,  and  additionally,  could  be used by the  Board of
Directors as an  anti-takeover  measure or device to prevent a change in control
of the Company.

         6.  Possible Adverse  Effect of Penny Stock Regulations on Liquidity of
Common  Stock in any  Secondary  Market.  In the event a market  develops in the
Company's  shares,  of which  there  can be no  assurance,  then if a  secondary
trading market develops in the shares of Common Stock of the

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Company,  of which there can be no  assurance,  the Common  Stock is expected to
come  within  the  meaning of the term  "penny  stock"  under 17 CAR  240.3a51-1
because such shares are issued by a small company;  are  low-priced  (under five
dollars);  and are not traded on NASDAQ or on a  national  stock  exchange.  The
Securities and Exchange Commission has established risk disclosure  requirements
for broker-dealers participating in penny stock transactions as part of a system
of  disclosure  and  regulatory  oversight  for the operation of the penny stock
market.  Rule 15g-9  under the  Securities  Exchange  Act of 1934,  as  amended,
obligates  a  broker-dealer  to satisfy  special  sales  practice  requirements,
including  a  requirement  that it make an  individualized  written  suitability
determination of the purchaser and receive the purchaser's written consent prior
to the transaction. Further, the Securities Enforcement Remedies and Penny Stock
Reform Act of 1990 require a  broker-dealer,  prior to a transaction  in a penny
stock,  to deliver a  standardized  risk  disclosure  instrument  that  provides
information  about  penny  stocks  and the  risks  in the  penny  stock  market.
Additionally,  the customer must be provided by the  broker-dealer  with current
bid  and  offer  quotations  for  the  penny  stock,  the  compensation  of  the
broker-dealer  and  the  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  For so long as the Company's  Common Stock is considered  penny stock,
the penny stock  regulations  can be  expected to have an adverse  effect on the
liquidity of the Common Stock in the secondary market, if any, which develops.

Item 2. Description of Property

         The Company leases  offices  at 20 E. 42nd Street, Suite 6-R, New York,
N.Y.  10017,  Telephone:  (212) 687-3629,  and 28 Bd Malesherbes,  Paris France,
75008,  Telephone:  011-33-0-1-  40-17.  The  Company  owns no real or  personal
property.

Item 3. Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

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

         No matter was submitted to a vote of the Company's  shareholders during
the Fourth Quarter of the fiscal year ended  February 29, 2000,  covered by this
annual report , through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

(a) Market Information.

     There has been no  established  public  trading market for the Common Stock
since the Company's inception on June 10, 1998.

     (b) Holders.

     As of February 29, 2000, the Company had 36  shareholders  of record of its
2,050,000 outstanding shares of Common Stock.

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     (c) Dividends.

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.


Item 6. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

         Since  its  inception,  the  Company  has  conducted  minimal  business
operations except for organizational and capital raising activities. The Company
has not realized any revenues  since its  inception  due to the fact that it has
been  primarily  engaged in  organizational  and  promotional  activities.  As a
result,  from inception (June 10, 1998) through  Febraury 29, 2000 , the Company
had $0 in revenue. Total Company operating expenses as of February 29, 2000 were
$2,901. The Company has reorganized and discontinued its original business plan.
The  Company  has  decided  to  pursue  a  new   direction   subsequent  to  its
Reorganization which involves the Interactive accessing of the internet in a new
and unprecedented manner.

Financial Condition, Capital Resources and Liquidity

         At February 29, 2000,  the Company had assets  totaling  $51,841 and an
accumulated  net loss of  $11,644.  The  increase in the  Company's  accumulated
deficit is  attributable to accrued legal  expenses,  organization  expenses and
professional  fees.  Since the Company's  inception,  it has received $60,000 in
cash contributed as consideration for the issuance of shares of Common Stock.


Liquidity/Working Capital

         BLWB's  working  capital  is  presently  minimal  and  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.  The Company, at inception,  issued
1,000,000  shares of the Company's  Common Stock to Mr. A. Rene Dervaes (850,000
shares), President and Director of BLWB, for the fair value of services rendered
valued at $85.00,  and Ms.  Johanna  Bonnier  (150,000  shares),  Secretary  and
Treasurer  of BLWB,  for the fair value of services  rendered  valued at $15.00.
During the period June 1998 through  September  24, 1998 the Company  issued and
sold an aggregate of 1,000,000  shares of Common Stock to New York,  Florida and
the Country of France  residents for cash  consideration  totaling  $10,000.  No
underwriter was employed in connection with the offering and sale of the shares.
The Company  claimed the exemption from  registration in connection with each of
the offerings  provided under Section 3(b) of the Act and Rule 504 of Regulation
D  promulgated  thereunder,  Section  359-(f)(2)  of the New York  Statutes  and
Section  517.061(11)  of the Florida Code. On or about  September 15, 1998,  the
Company  issued and sold 50,000 shares of  unrestricted  Common Stock to five(5)
French nationals for cash consideration totaling $50,000 at $1.00 per share.

         The Company claimed the exemption from  registration in connection with
each of the  offerings  provided  under  Section 3(b) of the Act and Rule 504 of
Regulation D  promulgated  thereunder,  and Section  517.061(11)  of the Florida
Code. Even though management  believes,  without assurance,  that it will obtain
sufficient capital with which to implement its business plan on

11

<PAGE>



a limited scale, the Company is not expected to continue in operation without an
infusion of capital. In order to obtain additional equity financing,  management
may be required to dilute the  interest  of  existing  shareholders  or forego a
substantial interest of its revenues,  if any. (See Part I, Item 1. "Description
of  Business";  See Part I, Item 4.  "Security  Ownership of Certain  Beneficial
Owners and  Managers"  and Part I, Item 7.  "Certain  Relationships  and Related
Transactions.")

         The ability of the Company to continue as a going  concern is dependent
upon its ability to deliver on its  commitment  to its new  business  plan.  The
Company has sufficient capital to continue in the current limited manner for two
to three more  years.  The  Company  does not wish to  continue  in the  current
limited  manner.  Once the company has  completed  the  registration  process it
intends  to  seek,  (and  has  begun  searching  for),  a  competent  registered
broker/dealer  to assist the Company in raising the funds necessary to begin its
planned  operations.  The  company  is aware  of its  limited  resources  and is
attempting to conserve those resources by  concentrating  on completing one step
of the process at a time.

Net Operating Losses

         The Company has net operating loss  carry-forwards  of $11,600 expiring
at February 28, 2019. The company has a $1,750 deferred tax asset resulting from
the  loss  carry-forwards,  for  which  it  has  established  a  100%  valuation
allowance.  The Company may not be able to utilize  such carry-  forwards as the
Company has no history of profitable operations.

Year 2000 Compliance

         The Company has not  experienced a material impact to its operations or
financial  condition as a result of Year 2000  compliance.  The Company does not
expect to experience any future cost to be Year 2000 compliant. The Company does
not  anticipate  any material  disruption  in its  operations as a result of any
failure by the Company to be in compliance.

Forward-Looking Statements

         This Form  10-KSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-KSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
business   strategy,   expansion  and  growth  of  the  Company's  business  and
operations,  and  other  such  matters  are  forward-looking  statements.  These
statements are based on certain  assumptions and analyses made by the Company in
light  of its  experience  and its  perception  of  historical  trends,  current
conditions and expected future developments as well as other factors it believes
are  appropriate  in the  circumstances.  However,  whether  actual  results  or
developments  will conform with the Company's  expectations  and  predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-KSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.

12

<PAGE>




Item 7. Financial Statements.

The  information  called for by this item is indexed on Page F-1 of this  report
and is contained on the pages following said page F-1.

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

         NONE

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
- ----                        ---       ------------------------
A. Rene Dervaes, Jr.(2)        61        President & Director *

Johanna Bonnier(2)             27        Secretary & Treasurer *
----------------------
(2)  The above-named person may be deemed to be "promoters" and "parents" of the
     Company,  as those  terms are  defined  under  the  Rules  and  Regulations
     promulgated under the Act.

         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.  Mr.  Richard*  and
Bonnier*  will  devote such time and effort to the  business  and affairs of the
Company as may be  necessary  to perform  their  responsibilities  as  executive
officers  and/or  directors of the Company.[* See: Part III Item 13 Exhibits and
Reports on Form 8-K]

         Aside from the above officer and  director,  there are no other persons
whose activities will be material to the operations of the Company at this time.
Dervaes  and  Bonnier  are the sole  "promoters"  of the Company as such term is
defined under the Act.

Family Relationships

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

Business Experience *

         A. Rene Dervaes has served as the President and Director of the Company
since its inception(June 10, 1998).

13

<PAGE>



        Mr Dervaes has served as the President and Director of the Company since
its inception on June 10, 1998. As such he acts as the CEO. Mr.  Dervaes was the
co-founder  and then  Chairman of the A.R.  Dervaes  Company,  Inc. from 1961 to
1982, a 125 employee  manufacturer  and supplier of equipment to heavy industry.
Mr. Dervaes  terminated his employment at A.R.  Dervaes  Company when control of
the  company  was  acquired  by  third  parties.  From  1982  to 1985 he was the
President  of Khonbu  Industries,  a  designer  and  nationwide  distributor  of
exclusive  consumer  products.  From 1978 to 1986 he was the Chairman and CEO of
Eagle Rock Corporation. From 1986 to 1990 he was the Chairman and CEO of Vantage
Industries,  an  international  marketing  firm. From 1991 to the present he has
served  as the  Chairman  and CEO of  Secured  Retirement  International,  Inc.,
specializing  in the design and  marketing  of  proprietary  U.S.  Treasury  and
municipal  bond mutual funds.  Mr.  Dervaes also  co-invented  a unique  finance
product that pays increasing distributions through a patented method for pooling
and distributing bond income.  Mr. Dervaes also currently serves as a consultant
for developing businesses in fields that his prior experience qualifies him for.

         Ms. Johanna Bonnier has served since the Company's inception  (June 10,
1998) as the Company's Secretary and Treasurer.

         Ms. Bonnier  has  served  as the Secretary and Treasurer of the Company
since its inception on June 10, 1998.  As such she acts as the CFO. Ms.  Bonnier
graduated  from Cap Sante in Paris,  France,  where she majored in Marketing and
Business  Science,  and has been  working in  various  sales  capacities.  Since
September 1996 Ms. Bonnier has been a sales representative for COSMECO, a French
cosmetics company. She left COSMECO in August, 1998 to work as the Marketing and
Sales Director for the U.S. operations of DMI, another French cosmetics company.
Ms. Bonnier brings  valuable  marketing and sales  knowledge to the Company.  [*
See: Part III Item 13 Exhibits and Reports on Form 8-K]

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  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,  Mr.  Dervaes  comprises all of the Company's
executive  officers,  directors  and greater than 10%  beneficial  owners of its
common Stock, and has complied with Section 16(a) filing requirements applicable
to him during the Company's fiscal year ended February 29, 2000.[* See: Part III
Item 13 Exhibits and Reports on Form 8-K]


Item 10. Executive Compensation. *


        The  Company,  in  consideration  for various services performed for the
Company,  issued to Mr. Rene Dervaes,  Jr., the Company's President and Director
850,000 shares of restricted  common stock. The Company issued 150,000 shares of
restricted  common stock to Ms. Johanna Bonnier for various  services  performed
for the Company. Except for the above-described compensation, it is not

14

<PAGE>



anticipated  that any executive  officer of the Company will receive any cash or
non-cash  compensation  for his or her services in all capacities to the Company
until such time as the Company commences  business  operations.  At such time as
BLWB  commences  operations,  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.  [*
See: Part III Item 13 Exhibits and Reports on Form 8-K]

         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 August 10, 1999, 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  per cent  (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.

                                        Amount *
Name and Address of   *               Beneficially        Percent of *
Beneficial Owner                         Owned             Class (1)
    ----------------                     -----            ---------
A. Rene Dervaes, Jr.                     850,000            41.46%
222 Lakeview Ave., Ste.160
West Palm Beach, FL 33401

Johanna Bonnier                          150,000             7.32%
222 Lakeview Ave., Ste. 160
West Palm Beach, FL 33401

All Executive Officers, Directors      1,000,000            48.78%
-------------------
(1)  Based  upon  2,050,000  shares of the  Company's  Common  Stock  issued and
     outstanding  as of February 29, 2000. [* See: Part III Item 13 Exhibits and
     Reports on Form 8-K]



Item 12. Certain Relationships and Related Transactions. *

     On June 10,  1998,  at  inception,  the Company  issued  850,000  shares of
restricted  Common Stock to Mr. A. Rene  Dervaes,  the President and Director of
the  Company  and record and  beneficial  owner of  approximately  41.46% of the
Company's  outstanding Common Stock, in consideration and exchange therefore for
services in connection with the organization of BLWB performed for the

15

<PAGE>



Company by him.

         On June 10, 1998, at inception,  the Company  issued  150,000 shares of
restricted  Common Stock to Ms. Johanna Bonnier,  the Secretary and Treasurer of
the  Company  and  record and  beneficial  owner of  approximately  7.32% of the
Company's  outstanding Common Stock, in exchange for services for the Company in
connection with the organization of BLWB.

         At the  current  time,  the  Company  has no  provision  to  issue  any
additional securities to management, promoters or their respective affiliates or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but unissued  Common Stock and  Preferred  Stock which may be issued
without further  shareholder  approval or notice, the Company intends to reserve
such  stock  for the Rule 506  offerings  contemplated  to  implement  continued
expansion,  for acquisitions and for properly approved employee  compensation at
such time as such plan is adopted. (See Part I, Item 1. "Description of Business
- (b) Business of Issuer.")[* See: Part III Item 13 Exhibits and Reports on Form
8-K]

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  will  within  60 days  thereto  file an  amended  8-K  with  complete
financials.

PART F/S

     The Financial Statements of DSI, and Notes to Financial Statements together
with the  Independent  Auditor's  Report of Durland and  Company,  CPA's,  P.A.,
required by this Item 13 commence on page F-1 hereof and are incorporated herein
by this reference.




                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report..............................................F-2

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

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

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

Statements of Cash Flows..................................................F-6

Notes to Financial Statements.............................................F-7





































<PAGE>



                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
BillyWeb Corp.
(f/k/a EZ Talk, Inc.)
West Palm Beach, Florida

We have audited the  accompanying  balance  sheets of BillyWeb  Corp.,  f/k/a EZ
Talk, Inc., a development stage  enterprise,  as of February 29 and 28, 2000 and
1999 and the related  statements of  operations,  stockholders'  equity and cash
flows for the period from June 10, 1998  (Inception)  through  February 28, 1999
and for the year ended  February 29, 2000.  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  generally   accepted  auditing
standards. 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 BillyWeb Corp., f/k/a EZ Talk,
Inc., as of February 29 and 28, 2000 and 1999 and the results of its  operations
and its cash  flows  for the  period  from  June 10,  1998  (Inception)  through
February  28,  1999 and the year ended  February  29,  2000 in  conformity  with
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
                                                   Durland & Company, CPAs, P.A.
Palm Beach, Florida
June 8, 2000


                                      F-2


<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                                 Balance Sheets
                               February 29 and 28,





                                                                       2000                1999
                                                                ------------------- ------------------
<S>                                                             <C>                 <C>
                                   ASSETS
CURRENT ASSETS
  Cash                                                          $            51,841 $           58,242
                                                                ------------------- ------------------
     Total Current Assets                                                    51,841             58,242
                                                                ------------------- ------------------

Total Assets                                                    $            51,841 $           58,242
                                                                =================== ==================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accrued expenses                                               $             3,385 $            6,885
                                                                ------------------- ------------------

     Total Current Liabilities                                                3,385              6,885
                                                                ------------------- ------------------

Total Liabilities                                                             3,385              6,885
                                                                ------------------- ------------------

STOCKHOLDERS' EQUITY
  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;  2,050,000 issued and outstanding.                                  205                205
  Additional paid in capital                                                 59,895             59,895
 Deficit accumulated during the development stage                           (11,644)            (8,743)
                                                                ------------------- ------------------

     Total Stockholders' Equity                                              48,456             51,357
                                                                ------------------- ------------------

Total Liabilities and Stockholders' Equity                      $            51,841 $           58,242
                                                                =================== ==================
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                      F-3


<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                            Statements of Operations


                                                                              Period from
                                                                             June 10, 1998         Period from
                                                                              (Inception)         June 10, 1998
                                                           Year Ended           through            (Inception)
                                                          February 29,       February 28,            through
                                                              2000               1999           February 29, 2000
                                                       ------------------ ------------------- ---------------------
<S>                                                    <C>                <C>                 <C>
Revenues                                               $                0 $                 0 $                   0
                                                       ------------------ ------------------- ---------------------

Expenses
  General and administrative                                          245                  43                   288
  Consulting fees                                                       0                  55                    55
  Consulting fees - related parties                                     0                 100                   100
  Organization expenses                                                 0                 385                   385
  Professional fees                                                 2,136               6,500                 8,636
  Transfer agent fees                                                 520               1,660                 2,180
                                                       ------------------ ------------------- ---------------------

    Total expenses                                                  2,901               8,743                11,644
                                                       ------------------ ------------------- ---------------------

Net loss                                               $           (2,901)$            (8,743)$             (11,644)
                                                       ================== =================== =====================
Net loss per weighted average share, basic             $             (0.0)$             (0.01)
                                                       ================== ===================
Weighted average number of shares                               2,050,000           1,955,513
                                                       ================== ===================
</TABLE>









     The accompanying notes are an integral part of the financial statements


                                      F-4







<PAGE>


<TABLE>
<CAPTION>
                                                           BILLYWEB CORP.
                                                       (f/k/a EZ Talk, Inc.)
                                                  (A Development Stage Enterprise)
                                                 Statements of Stockholders' Equity


                                                                                                         Deficit
                                                                                                       Accumulated
                                                                                         Additional    During the         Total
                                                     Number of    Preferred    Common     Paid-in      Development    Stockholders'
                                                       Shares       Stock      Stock      Capital         Stage         Equity
                                                    ------------ ----------- ---------- ------------ --------------- --------------
<S>                                                 <C>          <C>         <C>        <C>          <C>             <C>
BEGINNING BALANCE, June 10, 1998                               0 $         0 $        0 $          0 $             0 $            0

    June 10, 1998 - services ($0.0001/sh)              1,000,000           0        100            0               0            100
    June 15, 1998 - cash ($0.01/sh)                      500,000           0         50        4,950               0          5,000
    July 15, 1998 - cash ($0.01/sh)                      500,000           0         50        4,950               0          5,000
    September 15, 1998 - cash ($1.00/sh)                  50,000           0          5       49,995               0         50,000
servicecashsssssssssssssssss ssssss   (


Net loss                                                       0           0          0            0          (8,743)        (8,743)
                                                    ------------ ----------- ---------- ------------ --------------- --------------

BALANCE, February 28, 1999                             2,050,000           0        205       59,895          (8,743)        51,357

Net loss                                                       0           0          0            0          (2,901)        (2,901)
                                                    ------------ ----------- ---------- ------------ --------------- --------------

ENDING BALANCE, February 29, 2000                      2,050,000 $         0 $      205 $     59,895 $       (11,644)$       48,456
                                                    ============ =========== ========== ============ =============== ==============
</TABLE>











     The accompanying notes are an integral part of the financial statements


                                      F-5








<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                            Statements of Cash Flows


                                                                                          Period from
                                                                                         June 10, 1998      Period from
                                                                                          (Inception)      June 10, 1998
                                                                        Year Ended          through         (Inception)
                                                                       February 29,      February 28,         through
                                                                           2000              1999        February 29, 2000
                                                                     ----------------   --------------- -------------------
<S>                                                                  <C>                <C>             <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                             $         (2,901)  $        (8,743)$           (11,644)
Adjustments to reconcile net loss to net cash used for
development activities
       Stock issued in lieu of cash - related parties                               0               100                 100
Change in assets and liabilities
       Increase (decrease) in accrued expenses                                 (3,500)            6,885               3,385
                                                                     ----------------   --------------- -------------------

Net cash used by development activities                                        (6,401)           (1,758)             (8,159)
                                                                     ----------------   --------------- -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                         0            60,000              60,000
                                                                     ----------------   --------------- -------------------

Net cash provided by financing activities                                           0            60,000              60,000
                                                                     ----------------   --------------- -------------------

Net increase (decrease) in cash                                                (6,401)           58,242              51,841

CASH, beginning of period                                                      58,242                 0                   0
                                                                     ----------------   --------------- -------------------

CASH, end of period                                                  $         51,841   $        58,242 $            51,841
                                                                     ================   =============== ===================
</TABLE>











     The accompanying notes are an integral part of the financial statements


                                      F-6








<PAGE>



                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Principles
      The Company   BillyWeb Corp., f/k/a EZ Talk, Inc.,  is a Florida chartered
         development  stage  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.

         The  Company  has not  yet  engaged  in its  expected  operations.  The
         Company's  future  operations  will be to market a  hands-free  speaker
         system for telephones to various  consumer groups.  Current  activities
         include raising  additional  equity and negotiating  with potential key
         personnel and  facilities.  There is no assurance that any benefit will
         result from such activities.

         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) Start-up costs Costs of start-up activities,  including organization
         costs,  are  expensed as  incurred,  in  accordance  with  Statement of
         Position (SOP) 98-5.

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

(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 2,050,000  shares of common stock issued and outstanding at
         February 29, 2000. The Company, on June 10, 1998, issued 850,000 shares
         to its president for the value of services  rendered in connection with
         the  organization of the Company.  On the same date, the Company issued
         150,000 shares to its secretary/treasurer and director for the value of
         consulting services rendered in connection with the organization of the
         Company.  On June 15, 1998, the Company issued 500,000 shares of common
         stock at $0.01 per share for  $5,000  in cash.  On July 15,  1998,  the
         Company  issued  500,000  shares of common stock at $0.01 per share for
         $5,000.  On September  15, 1998,  the Company  issued  50,000 shares of
         common stock at $1.00 per share for $50,000 in cash. The Company has no
         shares of preferred stock issued and outstanding at February 29, 2000.

(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  $11,600,
         expiring at February 28, 2019 and 2020.

         The amount  recorded as deferred  tax assets as of February 29, 2000 is
         $1,750,  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-7


<PAGE>


                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(4)      Going Concern As shown in the accompanying  financial  statements,  the
         Company  incurred  a net loss of $11,600  for the period  from June 10,
         1998 (Inception)  through February 29, 2000. The ability of the Company
         to continue as a going concern is dependent upon commencing  operations
         and  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.  The Company is
         currently   seeking   financing  to  allow  it  to  begin  its  planned
         operations.

(5)      Related Parties During the formation of the Company,  the president and
         director  received  850,000  shares  and  the  secretary/treasurer  and
         director  received 150,000 shares for consulting  services.  A complete
         description is included in Note 2.

(6) Subsequent Events
         a) Stockholders' Equity In April 2000, the Company issued 13,500 shares
         of  unrestricted  common  stock via an S-8  registration  to counsel in
         settlement of accrued legal fees amounting to $3,385.  In May 2000, two
         stockholders and former officers contributed 1,000,000 shares of common
         stock back to the Company  upon their  resignations.  In May 2000,  the
         Company  completed a 16 for 1 forward split of its common stock. In May
         2000, the Company issued  23,100,000  shares to acquire  BillyWeb Corp.
         [see Note 6(b)].

         b) Significant Acquisition  On May 15, 2000,  the  Company entered into
         an  agreement  to acquire 100% 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.


                                      F-8

<PAGE>



Item 15. Financial Data Schedules and Exhibits and Reports on Form 8-K

Index to Exhibits

Exhibit No.   Description
---------     -----------------------------------------
3(i).1        Articles of Incorporation of EZ Talk, Inc., (filed electronically
              with original filing on June 10, 1999)

3(ii).1       Bylaws of EZ Talk, Inc. (filed electronically with original filing
              on June 10, 1999)


27.1      *   Financial Data Schedule
--------------------------------------------
*    Included Herein
(1)  Incorporated  herein by  reference  to the  Registration  Statement on Form
     10-SB of EZ TALK, INC. (File No. 0-26329),  filed with the U.S.  Securities
     and Exchange Commission.

         (b)      No Reports on Form 8-K were filed  during the last  quarter of
                  the  fiscal  year ended  February  29,  2000,  covered by this
                  Annual Report on Form 10- KSB.



<PAGE>



                                   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.

                                   Billy Web Corp.
                                      f/k/a
                                   EZ Talk, Inc.
                                   (Registrant)


Date:      June 14, 2000       By: /s/ Frederic Richard
                                   ---------------------------------------
                                   Frederick Richard
                                   President

     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.

Date                              Signature               Title
----                                ---------             ----
June 14, 2000           By:  /s/ Frederic Richard
                            ------------------------
                            Frederick Richard            President


June 14, 2000           By: /s/ Alberto Afonso
                            -----------------------
                            Alberto Afonso               Secretary & Treasurer