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, 2001

[_]  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.)

222 Lakeview Ave., Ste. 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, $.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



<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 2001 fiscal year were $91,158.

     Of the  4,835,601  shares of voting  common of the  registrant  issued  and
outstanding  as of May 31, 2001,  non-affiliates  own  2,065,601.  The aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
(computed by reference to the price at which the common  equity was sold, or the
average bid and asked  price of such  common  equity) as of May 15, 2001 was $2,
086,257  (for  purposes  of  the  foregoing   calculation   only,  each  of  the
registrant's  officers,  directors  and  10%  shareholders  is  deemed  to be an
affiliate).



















<PAGE>





                                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.












<PAGE>



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  maintains its executive  offices at 222 Lakeview  Ave.,  Ste. 160, West
Palm Beach, FL 33401, Telephone: (561) 832-5696 and an operating office at 28 Bd
Malesherbes, Paris France 75008, Telephone: 011-33-1-40-17-09-49.

     The initial business plan of the company was abandoned on or about February
1, 1999, at an official meeting of shareholders called for that express purpose.
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.

     The  Company  had been  inactive  prior to  executing  the  Share  Exchange
Agreement,  having conducted no business  operations except  organizational  and
fund raising  activities  since its inception.  Prior to abandoning its original
business  plan the Company had 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.

     Prior to the Agreement and  Reorganization  the Company  effected a forward
split of its common  stock at the rate of 16 to 1, for  holders of record on May
4, 2000, with distribution  effective May 10, 2000. Total issued and outstanding
stock  following  the  forward  split and  after  effecting  the Share  Exchange
Agreement was 42,016,000.  Subsequent to its  Reorganization the Company decided
to pursue a new  direction  which  involved  the  Interactive  accessing  of the
internet in a new and unprecedented manner.

     On May 15, 2000,  BillyWeb  Corp.,  f/k/a EZTalk,  Inc. (the "Company") and
Share Exchange  Corp.,  f/k/a BillyWeb  Corp. , a Florida  corporation,  and the
individual  holders of outstanding  capital stock of Share  Exchange Corp.  (the
"Holders") consummated a reverse acquisition (the "Reorganization")  pursuant to
a certain Share Exchange Agreement  ("Agreement") of such date.  Pursuant to the
Agreement,  the  Holders  tendered  to  the  Company  77.3%  of the  issued  and
outstanding  shares of common  stock of Share  Exchange  Corp.  in exchange  for
23,100,000  shares of common stock of the Company.  The  reorganization is being
accounted for as a reverse acquisition.



                                                                               4

<PAGE>



     Simultaneously with the closing of the aforementioned  Reorganization,  the
then  officers  and  directors of the Company  tendered  their  resignations  in
accordance with the terms of the Agreement.  Frederic Richard and Alberto Afonso
were elected to serve on the Board of  Directors  of the Company (the  "Board").
The Board  subsequently  appointed  Frederic Richard as President of the Company
and Alberto Afonso as Secretary and Treasurer of the Company.

     On May 3, 2000 the  Company  announced  approval  of the  amendment  of its
Articles  of  Incorporation  in order to  change  the name of the  Company  from
EZTalk, Inc. to BillyWeb Corp. Total Company  accumulated  operating expenses as
of February 28, 2001 were $1,006,150, on a consolidated basis.

     Subsequent to the  reorganization  of the Company on May 15, 2000 the newly
elected  Board of Directors  and officers put into place a new Company  Mission.
BillyWeb Corp. is an entertainment  creation that utilizes a multimedia  cluster
organized  around the central  Internet  Portal  dedicated  entirely to teen and
pre-teen  entertainment  and "fun"  educational  needs.  BillyWeb was officially
launched in May 2000 at the  International  Cannes Film Festival.  In this short
period since  introduction,  the Company has already initiated a revenue stream.
The Company believes it will develop  substantial  sources of recurring revenues
in the  near  future.  The  Company's  new  mission  is to  establish  permanent
worldwide  brand  name  recognition  for the  Billy  World,  led by  Billy,  the
prominent Disney star and Disney club host.

     The   Company's   objective  is  to  have  Billy  become  the  Billy  World
representative  around the globe.  The brand name BillyWeb will be  continuously
emphasized in all TV, music, video-games, shows, magazines and periodicals, live
shows, events etc. On the WEB site itself, the caption "BillyWeb: Little Browser
Is Helping You" will be recurrent in numerous languages.

     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.

     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.

     (b) Business of Issuer.


Business Strategy

     The Company's  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

                                                                               5

<PAGE>



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.

     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, video games, 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.



                                                                               6

<PAGE>



     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.

     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

                                                                               7

<PAGE>



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.

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 officers
Frederic Richard and Alberto Afonso

Facilities

     The Company  maintains and executive office at 222 Lakeview Ave., Ste. 160,
West Palm Beach, FL 33401, Telephone: (561) 832-5696. The Company also leases an
office   at   28   Bd    Malesherbes,    Paris   France,    75008,    Telephone:
011-33-1-40-17-09-49. The Company owns no real property.

Item 2. Description of Property

     The Company's executive offices are located at 222 Lakeview Ave., Ste. 160,
West Palm Beach,  FL 33401,  Telephone:  (561)  832-5696.  The Company leases an
operational office located at 28 Bd Malesherbes, Paris France, 75008, Telephone:
011-33-1-40-17-09-49. The Company owns no real property.

                                                                               8

<PAGE>





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  28,  2001,  covered by this
annual report , through the solicitation of proxies or otherwise.

PART II

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

<TABLE>
<S>                          <C>        <C>     <C>
Market Information              *          *
FY 2002                      HIGH       LOW
-------                      -------    -----
up to May 17, 2001             1.25     0.53
                                                 *1:10 Stock Split April 2, 2001

FY 2001                      HIGH       LOW
-------                      -------    -----
February 28, 2001             2.8125     1.25
November 30, 2000            11.25       2.1875
August 31, 2000              25.3125     5.9375
May 31, 2000                 32.9688    16.25    Commenced Trading on the
                                                    OTC:BB on  May 11, 2000
FY 2000                      HIGH       LOW
-------                      -------    -----
February 29, 2000            N/A        N/A
November 30, 1999            N/A        N/A
August  31, 1999             N/A        N/A
May 31, 1999                 N/A        N/A

FY 1999
------------
February 28, 1999            N/A        N/A
November 30, 1998            N/A        N/A
    to August 31, 1998       N/A        N/A
Inception(June 10, 1998)
--------
</TABLE>

* Prices are adjusted to reflect 1:10 stock split which was effective on April
2, 2001.



                                                                               9

<PAGE>



Shareholders

     The  approximate  number of holders of record of common  equity is 48 as of
May 31, 2001.

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 or Plan of Operation.

Plan of Operations

12 Month Plan of Operations

     The  Company's  plan of  operations  for the next  twelve (12) months is to
continually  refine its strategy for is to establish  permanent  worldwide brand
name  recognition for the Billy World,  led by Billy,  the prominent Disney star
and Disney club host. The Company's  objective is to have Billy become the Billy
World  representative  around  the  globe.  The  brand  name  Billyweb  will  be
continuously  emphasized in all TV,  music,  video games,  shows,  magazines and
periodicals,  live  shows,  events  etc.  On the WEB site  itself,  the  caption
"Billyweb:  Little  Browser  Is  Helping  You"  will be  recurrent  in  numerous
languages.

The development process of the Company will involve several steps:

* Various local hosts are 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 thanks to the technology
developed in partnership with City Media.

* A virtual "set" is created  on-line,  in which a family of various  characters
derived  from the real  world play in motion.  This  "playground"  is subject to
constant  evolution  and re design for  endless  surprise  effects,  and renewed
interest  of the  youngest.  First,  a totally  animated  and fully  interactive
"shell"  website  developed  on the common  mold is  provided  for each  market;
second,  editorial  content  is  provided  locally  to the shell  version of the
original website, and enriched by a local team of specialized journalists.

* On-line  co-branding,  partnerships and Joint Ventures are 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  negotiated  with leading  companies that  specialize in the teen
market in Music, Video, Movies,  Videogames,  Toys, Fashion, Travel and Culture,
History and Literature.

* The final stage 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.

                                                                              10

<PAGE>



     The  Company's  has  already  initiated  a  stream  of  revenues.  Revenues
optimization  will occur as the  geographical  exposure of Billyweb  reaches its
critical  mass.  Revenues will accrue from a natural  extension of the Company's
current  activities  and will range from TV  production,  Live and Radio  shows,
advertising,   copyrights,   endorsement  and  licensing,   royalties  on  music
production and database sharing.

Results of Operations

     For the Twelve Months Ending February 29, 2000 & February 28, 2001

     Financial Condition, Capital Resources and Liquidity

     For the twelve  months  ending  February 28, 2001 and February 29, 2000 the
Company  recorded  revenues  of $91,158  and $0  respectively.  The  increase of
$91,158 is primarily  due to the Company  beginning  operations.  For the twelve
months  ending  February  28, 2001 and  February  29, 2000 the Company had total
salary expenses of $108,350 and $0 respectively.

     For the twelve months ending  February 28, 2001 and February 29, 2000,  the
Company had, on a consolidated  basis,  general and  administrative  expenses of
$254,728 and $178, respectively. The increase of$254,550 is due primarily to the
Company beginning its operations.

     For the twelve months ending  February 28, 2001 and February 29, 2000,  the
Company had on a  consolidated  basis total  operating  expenses of $955,470 and
$50,678 which is attributable to the Company beginning its operations.

Net Losses

     For the twelve months ending  February 28, 2001 and February 29, 2000,  the
Company reported a net loss from operations  excluding  currency  translation of
$864,247 and $50,678  respectively.  The increase in net losses is the result of
the Company beginning its operations.

     At  February  28,  2001,  the Company  had assets  totaling  $52,608 and an
accumulated net loss of $914,924. Since the Company's inception, it has received
$60,000 in cash as consideration for the issuance of shares of Common Stock. The
Company's  subsidiary  has received  $390,000 in cash as  consideration  for the
issuance of shares of common stock.

Liquidity/Working Capital

     BLWB's working capital is presently  negative at ($26,000) 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 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.

                                                                              11

<PAGE>



Net Operating Loss Carry-forwards

     The Company has net operating loss carry-forwards of approximately $915,000
expiring $864,300 and $50,700 at February 28, 2021 and 2020,  respectively.  The
company   has  a  $137,000   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.

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.

Employees

     The  Company  intends  to hire new  persons in Europe in order to widen its
marketing worldwide and to ensure the evolution of its entertainment portfolio.

     At February 28, 2001,  the Company had a total of seven (7)  employees,  of
which  one(1) was  employed in sales and  marketing,  five(5)  were  employed in
product  development,  professional  services,  customer  support  and  internal
operations support, and two(2) were employed in administration and finance which
including the sales and marketing  employee.  Our future performance  depends in
significant part upon the continued  service of our key technical and management
personnel, and our continuing ability to attract and retain highly qualified and
motivated  personnel  in all  areas  of our  operations.  Competition  for  such
personnel is intense.  We provide no assurance that we can retain key managerial
and  technical  employees  or that we can  attract,  assimilate  or retain other
highly qualified personnel in the future. Our employees are not represented by a
labor  union.  We have not  experienced  any work  stoppages  and  consider  our
employee relations to be good.

     The Company  will  attempt to maintain  diversity  within its  customer and
advertising base in order to decrease its exposure to downturns or volatility in
any particular market segment. As part

                                                                              12

<PAGE>



of this selection  strategy,  the Company intends to offer its services to those
consumers and strategic  partners which have a reputation for reputable dealings
and,  eliminating  customers and advertisers  that it believes  present a higher
credit risk. Where feasible, the Company will evaluate beforehand each customer,
supplier, partner, strategic partner, and advertiser for their creditworthiness.

Research and Development Plans

     For the  next  twelve  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  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 F/S

     The  Financial   Statements  of  BillyWeb  Corp,  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.





                                 BILLYWEB CORP.

                          AUDITED FINANCIAL STATEMENTS

              For the Years Ended February 28 and 29, 2001 and 2000

     and for the Period From June 10, 1998 (Inception) to February 28, 2001















                                                                              13

<PAGE>






                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report.................................................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-6

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



















<PAGE>






                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
BillyWeb Corp.
West Palm Beach, Florida

We have audited the accompanying  consolidated  balance sheets of BillyWeb Corp.
as of February 28, 2001 and the related  consolidated  statements of operations,
stockholders'  equity  and  cash  flows  for the two  years  then  ended.  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. as of February
28, 2001 and the results of its  operations and its cash flows for the two years
then ended 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
May 25, 2001







                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                           Consolidated Balance Sheets
                               February 28 and 29,




                                                                                       2001           2000
                                                                                --------------  ------------
<S>                                                                             <C>             <C>
                                          ASSETS
CURRENT ASSETS
   Cash                                                                         $        2,682  $     51,841
   Accounts receivable                                                                  15,521             0
                                                                                --------------  ------------
           Total Current Assets                                                         18,203        51,841
                                                                                --------------  ------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                                4,017  $          0
   Furniture and fixtures                                                               15,839             0
   Equipment                                                                            10,249             0
                                                                                --------------  ------------

      Subtotal property and equipment                                                   30,105             0
      Less: Accumulated depreciation                                                    (3,691)            0
                                                                                --------------  ------------

            Total Property and Equipment                                                26,414             0
                                                                                --------------  ------------

OTHER ASSETS
   Prepaid expenses                                                                        378             0
   Deposits                                                                              7,613             0
                                                                                --------------  ------------

            Total Other Assets                                                           7,991             0
                                                                                --------------  ------------

Total Assets                                                                    $       52,608  $     51,841
                                                                                ==============  ============

                           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                                             $       15,318  $          0
   VAT taxes payable                                                                     7,400             0
   Accrued expenses                                                                     21,273         3,385
                                                                                --------------  ------------

            Total Current Liabilities                                                   43,991         3,385
                                                                                --------------  ------------

Total Liabilities                                                                       43,991         3,385
                                                                                --------------  ------------

Minority Interest in Consolidated Subsidiaries                                               0             0
                                                                                --------------  ------------

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;
     48,356,000 and 2,050,000 issued and outstanding, respectively                       4,836           205
   Additional paid-in capital                                                          930,342        59,895
   Accumulated comprehensive income (loss)                                             (11,637)            0
   Deficit accumulated during the development stage                                   (914,924)      (11,644)
                                                                                --------------  ------------

            Total Stockholders' Equity                                                   8,617        48,456
                                                                                --------------  ------------

Total Liabilities and Stockholders' Equity                                      $       52,608  $     51,841
                                                                                ==============  ============
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>


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







                                                                                          2001              2000
                                                                                -----------------  ---------------
<S>                                                                             <C>                <C>
Revenues                                                                        $          91,158  $             0
                                                                                -----------------  ---------------

Expenses
   General and administrative                                                             254,728              178
   Consulting fees                                                                        521,421                0
   Services - related parties                                                                   0              500
   Depreciation                                                                             3,618                0
   Professional fees                                                                       46,477                0
   Web site development                                                                   129,226           50,000
                                                                                -----------------  ---------------

    Total expenses                                                                        955,470           50,678
                                                                                -----------------  ---------------

Net loss before minority interest                                                        (864,312)         (50,678)
Minority interest in consolidated subsidiaries net (income) loss                               65                0
                                                                                -----------------  ---------------

Net loss                                                                                 (864,247)         (50,678)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                               (11,637)               0
                                                                                -----------------  ---------------

Comprehensive loss                                                              $        (875,884) $       (50,678)
                                                                                =================  ===============

Net loss per weighted average share, basic                                      $           (0.02) $         (0.01)
                                                                                =================  ===============

Weighted average number of shares                                                      38,035,086        5,000,000
                                                                                =================  ===============
</TABLE>







     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                 Consolidated Statements of Stockholders' Equity


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

Year Ended February 28, 1999:
----------------------------
  June 1998 - services                1,000,000         0      100           0          0            0            0         100
  1st qtr. 1998 - cash                1,000,000         0      100       9,900          0            0            0      10,000
  2nd qtr. 1998 - cash                   50,000         0        5      49,995                                    0      50,000

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

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

Year Ended February 29, 2000:
----------------------------

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

BALANCE, February 29, 2000            2,050,000         0      205      59,895          0            0      (11,644)     48,456

Year Ended February 28, 2001:
----------------------------
April 2000 -accrued expenses             13,500         0        1       3,384          0            0            0       3,385
May 2000 -common stock contributed   (1,000,000)        0     (100)        100          0            0            0           0
May 2000 -16 for 1 forward split     15,952,500         0    1,596      (1,596)         0            0            0           0
May 2000 -reverse merger             23,100,000         0    2,310     229,833          0            0      (39,033)    193,110
May 2000 -services                    1,900,000         0      190           0          0            0            0         190
May 2000 -stock subscription
          receivable                    150,000         0       15     149,985   (150,000)           0            0           0
June 2000 -stock subscriptions
          received                            0         0        0           0    150,000            0            0     150,000
June 2000 -services                     200,000         0       20     199,980          0            0            0     200,000
July 2000 -minority interest
           of subsidiary              5,000,000         0      500      56,210          0            0            0      56,710
October 2000 -services                  990,000         0       99     232,551          0            0            0     232,650
Other comprehensive income (loss)             0         0        0           0          0      (11,637)           0     (11,637)

Net loss                                      0         0        0           0          0            0     (864,247)   (864,247)
                                     ---------- --------- -------- ----------- ---------- ------------ ------------ -----------

ENDING BALANCE, February 28, 2001    48,356,000 $       0 $  4,836 $   930,342 $        0 $    (11,637)$   (914,924)$     8,617
                                     ========== ========= ======== =========== ========== ============ ============ ===========
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>


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




                                                                                       2001               2000
                                                                                ---------------   ----------------
<S>                                                                             <C>               <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $       (864,247) $        (50,678)
Adjustments to reconcile net loss to net cash used for development
activities
   Stock issued for services - related parties                                                0                500
   Stock issued for services                                                            432,840                  0
   Depreciation                                                                           3,618                  0
   Minority interest in consolidated subsidiaries income (loss)                             (65)                 0
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                           (15,521)                 0
   (Increase) decrease in prepaid expenses                                                 (378)                 0
   (Increase) decrease in deposits                                                       (7,613)                 0
   Increase (decrease) in accounts payable                                               15,318                  0
   Increase (decrease) in VAT payable                                                     7,401                  0
   Increase (decrease) in accrued expenses                                               21,273                  0
                                                                                ---------------   ----------------

Net cash used by development activities                                                (407,374)           (50,178)
                                                                                ---------------   ----------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                   (30,105)                 0
                                                                                ---------------   ----------------

Net cash used by investing activities                                                   (30,105)                 0
                                                                                ---------------   ----------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                       51,841                  0
   Proceeds from short-term loan                                                              0             60,000
   Repayment of short-term loan                                                         (60,000)                 0
   Receipt of stock subscriptions by subsidiary                                         240,000                  0
   Receipt of stock subscriptions                                                       150,000             60,000
                                                                                ---------------   ----------------

Net cash provided by financing activities                                               381,841            120,000
                                                                                ---------------   ----------------

Effect of exchange rates on cash                                                        (11,502)                 0
                                                                                ---------------   ----------------

Net increase (decrease) in cash                                                         (67,140)            69,822

CASH, beginning of period                                                                69,822                  0
                                                                                ---------------   ----------------

CASH, end of period                                                             $         2,682   $         69,822
                                                                                ===============   ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
   Non-Cash Financing Activities:
     Common stock issued to pay accrued expenses                                $         3,385   $              0
                                                                                ===============   ================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Principles
     The  Company  BillyWeb  Corp.  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.

          The Company's  operations  include  marketing  various products via an
          interactive  web site.  The web site also is used to teach  pre-school
          and elementary  level children in France how to use the Internet.  The
          web site is based on Billy,  an  extremely  popular TV  celebrity  for
          young children  similar to Steve of "Blues Clues" in the U.S.  Current
          activities also include raising additional equity.

          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  acquisitions 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.

          c) Principles of consolidation The consolidated  financial  statements
          include  the  accounts  of  BillyWeb  Corp.   and  its   subsidiaries.
          Inter-company  balances and  transactions  have been  eliminated.  The
          historical  financial  statements of Share  Exchange  Corp.  have been
          presented for the period prior to the reverse merger.

          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  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 $3,691 and
          $0  for  the  years   ended   February  28  and  29,  2001  and  2000,
          respectively.



                                       F-7

<PAGE>



                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Principles (Continued)
          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.

          g) Research & development Research & development expenses are expensed
          in the period incurred.

(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  42,166,000  and no shares of common and preferred  stock,
          respectively, issued and outstanding at February 28, 2001. On June 10,
          1998,  the Company  issued  1,000,000  shares to its  officers for the
          value of services  rendered in connection with the organization of the
          Company.  In the second quarter of 1998, the Company issued  1,000,000
          shares of common stock at $0.01 per share for $10,000 in cash.  In the
          third  quarter of 1998,  the Company  issued  50,000  shares of common
          stock at $1.00 per share  for  $50,000  in cash.  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.,  (n/k/a Share Exchange
          Corp.).  In  conjunction  with this  acquisition,  the Company  issued
          1,900,000 shares of common stock to its investment banker for services
          rendered,  valued at $190.  In May 2000,  the Company  issued  150,000
          shares of common stock in exchange for a  subscription  receivable  of
          $150,000 in cash. In June 2000, the Company  received the subscription
          receivable in cash. In June 2000, the Company issued 200,000 shares of
          common stock in exchange for  services  valued at $200,000,  or $1 per
          share.  In July 2000,  the Company issued  5,000,000  shares of common
          stock in exchange for the 22.7% of Share  Exchange  Corp.  that it did
          not previously own. In October 2000, the Company issued 990,000 shares
          of common stock in exchange for services valued at $232,650.

(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  $915,000,
          expiring   $864,300  and  $50,700  at  February  28,  2021  and  2020,
          respectively.

          The amount  recorded as deferred tax assets as of February 28, 2001 is
          $137,000,  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.

(4)  Going  Concern  As  shown  in  the  accompanying   consolidated   financial
          statements, the Company incurred a net loss of $915,000 for the period
          from June 10, 1998 (Inception)  through February 28, 2001. 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)  Commitments and  Contingencies  On April 1, 2000, the Company's  subsidiary
          entered  into a  three-year  lease for office  space at  approximately
          $3,670 per month, or $44,000 annually.  The lease contains a provision
          for a three-year extension.


                                       F-8

<PAGE>


                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(6)  Short-Term  Note  Payable In  January  and  February  2000,  the  Company's
          subsidiary  received  a $60,000  short-term  demand  loan from a third
          party,  as  the  Company  had  not  received  its  stock  subscription
          receivable timely and had let a contract for the web site development.
          This note  carried  no stated  interest.  The note was  repaid in June
          2000.

(7)  Material  Contracts In May 2000, the Company entered into three  agreements
          with  three  French  companies,  which  call for the  Company to place
          hyper-links  and logos for each of these three  companies in strategic
          locations of the Company's web site. The counter-parties  will also be
          providing  pages of content for the Company's web site.  One agreement
          is for a term of one year and calls for the  counter-party  to pay the
          Company  approximately  $1,400 per month. The other two agreements are
          for three months and call for the counter-  parties to pay the Company
          approximately  $1,400  and  $1,900  per  month.  All three  agreements
          automatically renew for terms matching the original life. Payments are
          scheduled to begin in September 2000.

(8)  Subsequent Events

          a) Stockholders'  equity In March 2001, the Company  completed a 1 for
          10 reverse  split of its common stock  resulting  in 4,835,601  shares
          issued  and  outstanding.  In April  and May  2001,  24  stockholders,
          holding  3,750,660  post split  shares,  or  approximately  78% of the
          issued  and  outstanding  common  stock,  signed a  lock-up  agreement
          further restricting their shares from resale until June 30, 2003.

          b)  Short-term  note  payable  In March and April  2001,  two  related
          parties  loaned  the  Company   approximately  $59,000  as  short-term
          non-interest bearing demand notes.


                                       F-9


<PAGE>



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
-----                  ---          ------------------------
Frederic Richard(2)    27           President & Director

Louis Pardo(2)         32           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.

Family Relationships

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

Business Experience

     Frederic  Richard has served as the  President  and Director of the Company
since May 15, 2000. The Company's animated character,  Billy, is named after Mr.
Richard.  Mr. Richard  created Billy  originally 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.


     Louis Pardo was appointed the Company's  Secretary and Treasurer on October
17, 2000 after serving as the Company's Marketing Manager and Product Developer.
He has extensive  merchandising  development  experience within France. Prior to
joining the Company Mr. Pardo worked with Faz  Productions of France since 1996.
While at Faz Productions he received many

                                                                              23

<PAGE>



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 th
#1 Energy soft drink in France: "x-energy drink."


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 28, 2001.

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  28,  2001,
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.


                                                                              24

<PAGE>


<TABLE>
<CAPTION>
                                              Amount
Name and Address of                         Beneficially        Percent of
Beneficial Owner                               Owned             Class (1)
----------------                               -----            ----------
<S>                                         <C>                  <C>
Frederic Richard.
222 Lakeview Ave., Ste.160                     210,000             4.34%
West Palm Beach, FL 33401

Louis Pardau Dit Pardo                       1,440,000            29.78%
222 Lakeview Ave., Ste. 160
West Palm Beach, FL 33401

All Executive Officers, Directors            1,650,000            34.12%
-----------------------------------

F-Productions                                  500,000            10.34%
222 Lakeview Ave., Ste. 160
West Palm Beach, FL 33401

Roland Caville                                 620,000            12.82%
222 Lakeview Ave., Ste. 160
West Palm Beach, FL 33401
-----------------------------------
</TABLE>

(1)  Based  upon  4,835,601  shares of the  Company's  Common  Stock  issued and
     outstanding as of May 31, 2001.

Item 12. Certain Relationships and Related Transactions.

     On April 21, 2000, the Company file an S-8 with the Securities and Exchange
Commission regarding an Employee/Consultant  Stock Compensation Plan wherein the
Company  registered  100,000  shares of its common  stock at a proposed  maximum
offering price of .0238 to be made available as compensation to Employees and/or
Consultant's.

     Prior to the  reorganization  the Company  effected a forward  split of its
common stock at the rate of 16 to 1, for holders of record on May 4, 2000,  with
distribution  effective  May  10,  2000.  Total  issued  and  outstanding  stock
following the forward split and after effecting the Share Exchange  Agreement is
42,016,000.

     On May 15, 2000,  BillyWeb Corp.,  f/k/a EZTalk,  Inc. (the  "Company"),  a
Florida corporation,  and Share Exchange Corp., f/k/a BillyWeb Corp. , a Florida
corporation,  and the individual  holders of outstanding  capital stock of Share
Exchange  Corp.  (the  "Holders")   consummated  a  reverse   acquisition   (the
"Reorganization")  pursuant to a certain Share Exchange Agreement  ("Agreement")
of  such  date.  Pursuant  to  the  Agreement,   the  Holders  tendered  to  the
Company77.3%  of the  issued  and  outstanding  shares of common  stock of Share
Exchange Corp. in exchange for 23,100,000 shares of common stock of the Company.
The reorganization is being accounted for as a reverse acquisition.

                                                                              25

<PAGE>



     Simultaneously  with the closing of the  Reorganization,  the then officers
and directors of the Company tendered their  resignations in accordance with the
terms of the Agreement.  The then officers and directors also contributed,  on a
pre split  basis,  1,000,000  shares of common  stock back to the  Company  upon
tendering their resignations.

     Simultaneously with the closing of the Company's  Reorganization on May 15,
2000, it issued  1,900,000  shares of common stock to its investment  banker for
services rendered, valued at $190.

     In May 2000,  the Company issued 150,000 shares of common stock in exchange
for a subscription receivable of $150,000 in cash.

     In June 2000, the Company  received  $150,000 in cash relating to the stock
subscription receivable accounted for by the Company in the prior quarter.

     In October  2000,  the Company  issued  990,000  shares of common  stock to
various  consultants  as  compensation  for  services to the  Company  valued at
$232,650.

     In March 2001, the Company completed a 1 for 10 reverse split of its common
stock resulting in 4,835,601 shares issued and outstanding.

     In April  and May 2001,  24  stockholders,  holding  3,750,660  post  split
shares, or approximately 78% of the issued and outstanding common stock,  signed
a lock-up agreement further  restricting their shares from resale until June 30,
2003.

     In  March  and  April  2001,   two  related   parties  loaned  the  Company
approximately $59,000 as short-term non-interest bearing demand notes.

     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.

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 quarter ended February 28,
2001.



                                                                              26

<PAGE>



<TABLE>
<CAPTION>
Index to Exhibits

Item No.       Description
---------      -----------------------------------------
<S>            <C>
2.1            AGREEMENT between EZTALK, INC., (n/k/a BILLYWEB CORP.), a Florida
               corporation, and the SHAREHOLDERS of BILLYWEB CORP., (n/k/a SHARE
               EXCHANGE CORP.) a Florida corporation. ("BILLYWEB")(4)

3.1            Articles of Incorporation of EZ Talk, Inc.  filed June 11, 1998 with an effective date
               of June 10, 1998 (filed electronically as Exhibit 3(i).1 with original filing on June 10,
               1999)(1)

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

3(i).2         Articles of Amendment to the Articles of Incorporation of EZT changing its name
               to BILLYWEB CORP. filed May 3, 2000(3)

3(ii).1        Bylaws of EZT(1)

10.1           EZ Talk, Inc. Employee/Consultant Stock Compensation Plan(2)

10.2           Partnership Contract with ALIDOO RCS PARIS(3)

10.3           Contract for Trading Content with EUREKAN MULTIMEDIA, SA(3)

10.4           Contract for Trading Content with QUELM(3)
----------------
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.
(2)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-8 filed with the  Securities  and  Exchange  Commission  on or about
     April 21, 2000.
(3)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10- QSB dated July 11, 2000.
(4)  Incorporated  herein by reference to the Company's  Form 8-K filed with the
     Securities and Exchange Commission on May 16, 2000.



     (b) No Reports on Form 8-K were filed during the quarter ended February 28,
2001.







                                                                              27

<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.
                                  (Registrant)


Date:      June 13, 2001            By: /s/ Frederick 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 13, 2001           By:  /s/ Frederick Richard
                             --------------------------
                             Frederick Richard            President


June 13, 2001          By:   /s/ Louis Pardo
                             --------------------------
                             Louis Pardo                  Secretary & Treasurer





                                                                              28

<PAGE>