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, 2002

[_]  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., PMB 160
West Palm Beach, FL                                               33401
-------------------------------------------          ---------------------------
 (Address of principal executive offices)                      (Zip Code)

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

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

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


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

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

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 2002 fiscal year were $405,202.

     Of the  5,086,996  shares of voting  common of the  registrant  issued  and
outstanding as of February 28, 2002,  non-affiliates owned 2,316,996 shares. The
aggregate  market  value of the  voting and  non-voting  common  equity  held by
non-affiliates as of February 28, 2002 was $9,267,984.










<PAGE>


                                TABLE OF CONTENTS


PART I     ...................................................................4
  Item 1.    Description of Business..........................................4
  Item 2.    Description of Property..........................................8
  Item 3.    Legal Proceedings................................................9
  Item 4.    Submission of Matters to a Vote of Security Holders..............9

PART II    ...................................................................9
  Item 5.    Market Price of and Dividends on the Registrant's Common
             Equity and Other Shareholder Matters.............................9
  Item 6.    Management's Discussion and Analysis............................10
  Item 7.    Financial Statements............................................13
  Item 8.    Changes In and Disagreements With Accountants on Accounting and
             Financial Disclosure............................................13

PART F/S   ..................................................................13

PART III   ..................................................................23
  Item 9.    Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act...............23
  Item 10.   Executive Compensation..........................................24
  Item 11.   Security Ownership of Certain Beneficial Owners and Management..24
  Item 12.   Certain Relationships and Related Transactions. ................25
  Item 13.   Exhibits and Reports on Form 8-K................................25

SIGNATURES ..................................................................27






<PAGE>



PART I

Item 1. Description of Business.

     (a) Business Development.

     BillyWeb Corp. f/k/a/ EZ Talk, Inc. (the "Company") was organized under the
laws of the State of  Florida  on June 10,  1998.  The  Company  was  originally
organized  for the purpose of engaging in the  business of  selling/marketing  a
universal,  hands-free  mobile speaker for mobile phones.  The Company maintains
its executive  offices at 222 Lakeview Ave., PMB 160, West Palm Beach, FL 33401,
Telephone:  (561)  832-5696 and an operating  office at 95 rue La Boetie,  Paris
France 75008, Telephone: 011-33-1-40-17-09-49.

     The  Company's  new  focus  aimed  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 November 2000, a French subsidiary of Billyweb Corp was created. Totally
owned and controlled by Billyweb Corp, the purpose of Billyweb France is to ease
and  facilitate  the  development  of the  production of content for children in
France. Its executive offices are located at 95, rue de la Boetie, 75008 Paris.

     Due to the worldwide  and global lack of  profitability  of  internet-based
corporations,  as  well  as the  increasing  difficulties  to  develop  Internet
activities, and in the light of numerous side-effects experienced by competitors
such as Disney or Warner Bros aiming at developing  e-commerce  and websites for
children,  the  management of Billyweb  decided to  progressively  slow-down the
internet activity and to increase the development of new products.

     Strategically   positioned  in  the  segment  of  Financial   Products  for
teenagers,  "BillyWebCard" is the illustration of the strategy of the company to
reorientate its development.

     A contract was signed between  BillyWeb,  ibank and Covefi in April 2001 to
develop  BillyWebCard.  BillyWebCard  is an  innovative  financial  product  for
children,  that cumulates the advantages of a very  attractive  savings  account
(4.75 to 5.25% interest rates granted according to age groups), an instant debit
card with vocal  recognition  system,  and diverse  services offered to children
through an audiotel  platform,  accessible through a 800 number, 24 hours a day.
Covefi Bank is the first French  Direct Bank,  with more than 200,000  operating
accounts.   Ibank  is  the  financial   service   integrator  for  BillyWebCard,
controlling the audiotel services.

     In May 2001, a record deal was signed with Universal in France, in order to
produce and release one (1) music album for  children.  The first single  called
"Supersonic"  was produced in France and Miami in the studio of Desmond Child in
2000. This deal was strategic for the development of the corporation, because it
allowed the development of a unit of 3D-animation team, cumulating the expertise
of traditional video production with 3D animation, video compositing.  Using the
"Softimage"  technology,  the first in-house video production was made in France
between June and September.


                                        4

<PAGE>



     In September  2001, the music video of Supersonic was released by Universal
on diverse networks : TF1, MTV Europe, MTV France, MCM and M6.

     The first single "Supersonic by BillyWeb" was released mid-September 2001.

     The 2001  composite  Dance  Charts,  covering  all  calendar  year 2001 and
published  first  week  of  2002  outlined  the  performance  of the  record  <<
Supersonic >> launched in clubs. Supersonic has become the most played record in
clubs and  discotheques  in France for year 2001,  topping  major  players  like
Madonna, Shaggy and Janet Jackson.

         Multiple licensing agreements have been signed with major record labels
all over Europe and Canada, in order to promote and distribute "Supersonic"
outside France :

     o  Canada,  with  country  largest  Dance  Record  Label,  Tycoon  Records,
distributed by SONY MUSIC. o Spain,  with independant  Dance label Vale Music, o
Great Britain,  with Attitude  Records,  a label of Universal Music in the UK. o
Italy, with Media Records, one of the largest independent record labels. o and a
partnership agreement withScorpio Music, already in charge of Publishing rights,
for representation at MIDEM 2002.

     Following  the  modification  of activity  process,  as decided in February
2001,  the  management   decided  to  stop  all   investments  in  the  Internet
development,  and  consequently  dismiss the two (2)  employees in charge of the
website content.  The website  www.billyweb.com was discontinued and replaced by
www.billyweb.net,   in  a  lighter,   easier  and  inexpensive  version  of  its
predecessor, emphasizing the promotional aspect of Billyweb commercial products:
the tv shows, the merchandising products, the record and BillyWebCard.

     In September 2001, the name of the Company's subsidiary Billyweb France was
changed to "BW Entertainment" in line with the broader range of activities to be
developed by the Company.

     In  December  2001,  the board  decided  to reduce  expenses  in France and
maximize European development. All remaining employees were dismissed.

     At the same time,  Billy Web Corp and iBank  announced  the  signature of a
bartering  agreement with TF1, European television network leader, for marketing
operations  on TV related to  BillyWebCard.  A  Television  game with  cumulated
prizes of a value  exceeding 3.5 million  French Francs,  broadcast  everyday at
11.15  am and  noon,  introduce  BillywebCard  to  massive  audiences.  Multiple
marketing  operations  with  major  distribution  networks  were made (La Grande
Recre, the French equivalent of Toys'r'us, Jennyfer, Jackson Burger).

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

                                        5

<PAGE>



each of the parties  was a  sophisticated  purchaser  and had full access to the
information on the Company necessary to make an informed  investment decision by
virtue of the due  diligence  conducted  by the  purchaser  or  available to the
purchaser prior to the transaction (the "506 Exemption").

     In March 2001, the Company  completed a one for ten (1:10) reverse split of
its common stock.

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

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

     In April 2002,  the Company  completed a second one for ten (1:10)  reverse
split of its common stock.  Also in April 2002, the Company  recognized that its
plan  was not  progressing  as it had  hoped.  The  Company  elected  to lay off
virtually all of its employees,  and pare expenses as  dramatically as possible.
It then was able to convert its short-term debt and accrued consulting fees into
restricted  common stock. It raised an additional  $100,000 in cash which,  with
its accounts  receivable,  when  collected,  will cover its  expenses  until the
fourth  quarter of fiscal  2003.  The Company is  currently  evaluating  various
avenues to proceed,  including a continuation of its present  business on a less
capital-intensive basis, along with certain potential unrelated opportunities.

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

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

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

     (b) Business of Issuer.

Business Strategy

     After  deciding  in  2000  to  orientate  the  strategy   towards  Internet
development,  the  Company  had to face  structural  changes  as a result of the
slowdown in  e-commerce  worldwide in 2001. In order to maintain and develop its
activity,  the Company  had to  redefine  its  priorities,  modify its  original
strategy and develop products  dedicated to traditional  distribution  networks.
Still  benefiting  fron the  experience  and  visibility of its  President,  the
Television host Billy, the Company developed different ranges of products,  from
records to financial tools for teenagers and merchandising.


                                        6

<PAGE>



     Consequently,  the internet  development has been stopped and a simpler and
lighter  version of the  original  website has replaced  its  predecessors.  The
Company  has  decided to use  Internet as a  promotional  tool for its  upcoming
products  only.  It  decreased  its  expenses  for  production  of web  content,
developed  innovative  financial  products  for children in  partnership  with a
stable financial  institution and redesigned the structure of the Company itself
in order to respond to the new market demand and consumption behavior.

Growth and Development

     Development  will increase with  visibility,  brand awareness and consumers
recruitment.  New  markets  have  to be  developed  and in  order  to  test  the
efficiency of the Company's concepts and products, multiple agreements have been
signed for thee  release of such  products as record  singles,  albums and music
videos,  that can be  considered  as short  formats and test products for future
development.

     The strategic  goal of the Company is to develop the  production  activity,
such as TV series for  children,  for which a concept and script has been edited
(code name: Alien TV). The development of such concepts will require  additional
funding  and the Company has asked its  officers to increase  partnerships  with
leading operators,  producers and distributors  worldwide, to reach the critical
level for international production. This level has not been reached yet.

Sales and Marketing

Music:  Supersonic  by Billyweb was the first single to be released in September
2001. An album is planned for  production  in the deal signed with  Universal in
May 2001 and in the numerous  licensing  agreements signed with record labels in
Europe and Canada.

Publishing: A book, titled "Les Perles de l'Internet" was released by the Editor
Michel Lafon and sold during 2001. No significant results have been edited yet.

Shows and Events:  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,  Billy hosted the Lighting of the Christmas Tree for the
French  President  Jacques  Chirac and his wife at the  Elysee,  once again this
year, in December 2001. In May 2001, Billy hosted at the Ritz a very pretisgious
event : Elior  Graine de Chef,  the  election of the French best "Child Chef for
2000".

Video  production : First In-house video music was produced in Paris between May
and  September  2001.  The overall  production  budget was 150,000 US for a 3'40
minutes  video  mixing  35mm  traditional  techniques  and  3D-animation,   plus
video-compositing and high-quality rendering and post-production techniques.

Fund  Raising : Like in 1999 and 2000,  Billy  hosted the " Yellow  Coins Train"
with the French  First  Lady,  Bernadette  Chirac,  in order to raise  funds for
children's  hospitals.  A substantial increase in the amount of funds raised was
realized, when compared to the years before.

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.




                                        7

<PAGE>


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.

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

     At February  28, 2002,  the Company had  approximately  six (6)  employees,
which were subsequently  terminated in April 2002. The Company  anticipates that
it will rely greatly on the management  skills of its officers  Frederic Richard
and Louis Pardo.

Item 2. Description of Property

     The Company's  executive offices are located at 222 Lakeview Ave., PMB 160,
West Palm Beach,  FL 33401,  Telephone:  (561)  832-5696.  The Company leases an
operational office located at 95 rue La Boetie Paris France,  75008,  Telephone:
011-33-1-40-17-09-49 on a month to month basis with no lease and has since March
2002. The Company  previously  maintained  offices at 28 Bd  Malesherbes,  Paris
France, 75008. The Company owns no real property.



                                        8

<PAGE>



Item 3. Legal Proceedings.

     The Company's subsidiary,  BW Entertainment,  is the defendant in a suit by
URSSAF over a legal tax matter in France.  The disputed amount is  approximately
40,000 Euros.

     The  Company is the  defendant  in a lawsuit  over VAT Tax past due, in the
total amount of 20,000 Euros.

     The  Company has engaged  the  services of a French  accountant  to resolve
these matters. The Company has accrued the amount that it believes it owes.

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

     The reverse split of the Company's common stock conducted in April 2002 was
approved by consent of a majority of the Company's shareholders.

PART II

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

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

<TABLE>
<CAPTION>
Quarter                       Ask/High            Bid/Low
--------------------------   ----------         -----------
<S>                          <C>                 <C>            <C>
05/11/2000-05/31/2000          4.50                1.31
06/01/2000-08/31/2000          1.50                0.56
09/01/2000-11/30/2000          1.25                0.21
12/01/2000-02/28/2001          0.28                0.08
03/01/2001-05/31/2001         15.00                0.11         *1:10 reverse stock split 04/02/2001
06/01/2001-08/31/2001         20.00                8.50
09/01/2001-11/30/2001         28.00               11.00
12/01/2001-02/28/2002         48.00               20.00
03/01/2002-05/31/2002         47.00                0.50         *1:10 reverse stock split 04/17/2002
</TABLE>

* Prices are adjusted to reflect stock splits.

Shareholders

     The  approximate  number of holders of record of common  equity is 76 as of
February 28, 2002.

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.

                                        9

<PAGE>



Item 6. Management's Discussion and Analysis

(a) Caution Regarding Forward-Looking Information

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

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

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

(b) Summary

     BillyWeb Corp. f/k/a/ EZ Talk, Inc. (the "Company") was organized under the
laws of the State of  Florida  on June 10,  1998.  The  Company  was  originally
organized  for the purpose of engaging in the  business of  selling/marketing  a
universal,  hands-free mobile speaker for mobile phones. The Company's maintains
executive  offices at 222 Lakeview  Ave.,  PMB 160,  West Palm Beach,  FL 33401,
Telephone:  (561)  832-5696  and an  operating  office at 95 rue La Boetie Paris
France, 75008, Telephone: 011-33-1-40-17-09-49 on a month to month basis with no
lease and has since March 2002. The Company previously  maintained offices at 28
Bd Malesherbes, Paris France, 75008.

     The  Company's  new  focus  aimed  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 November 2000, a French subsidiary of Billyweb Corp was created. Totally
owned and controlled by Billyweb Corp, the purpose of Billyweb France is to ease
and  facilitate  the  development  of the  production of content for children in
France.

     Due to the worldwide  and global lack of  profitability  of  internet-based
corporations,  as  well  as the  increasing  difficulties  to  develop  Internet
activities, and in the light of numerous side-effects

                                       10

<PAGE>



experienced by competitors such as Disney or Warner Bros aiming at developing
e-commerce and websites for children, the management of Billyweb decided to
progressively slow-down the internet activity and to increase the development of
new products.

         Strategically positioned in the segment of Financial Products for
teenagers, "BillyWebCard" is the illustration of the strategy of the company to
reorientate its development..

         A contract was signed between BillyWeb, ibank and Covefi in April 2001
to develop BillyWebCard. BillyWebCard is an innovative financial product for
children, that cumulates the advantages of a very attractive savings account
(4.75 to 5.25% interest rates granted according to age groups), an instant debit
card with vocal recognition system, and diverse services offered to children
through an audiotel platform, accessible through a 800 number, 24 hours a day.
Covefi Bank is the first French Direct Bank, with more than 200,000 operating
accounts. Ibank is the financial service integrator for BillyWebCard,
controlling the audiotel services.

     In May 2001, a record deal was signed with Universal in France, in order to
produce and release one (1) music album for  children.  The first single  called
"Supersonic"  was produced in France and Miami in the studio of Desmond Child in
2000. This deal was strategic for the development of the corporation, because it
allowed the development of a unit of 3D-animation team, cumulating the expertise
of traditional video production with 3D animation, video compositing.  Using the
"Softimage"  technology,  the first in-house video production was made in France
between June and September.

     In September  2001, the music video of Supersonic was released by Universal
on diverse networks : TF1, MTV Europe, MTV France, MCM and M6.

     The first single "Supersonic by BillyWeb" was released mid-September 2001.

     The 2001  composite  Dance  Charts,  covering  all  calendar  year 2001 and
published  first  week  of  2002  outlined  the  performance  of the  record  <<
Supersonic >> launched in clubs. Supersonic has become the most played record in
clubs and  discotheques  in France for year 2001,  topping  major  players  like
Madonna, Shaggy and Janet Jackson.

     Multiple licensing agreements have been signed with major record labels all
over Europe and Canada, in order to promote and distribute  "Supersonic" outside
France :

o    Canada,   with  country   largest  Dance  Record  Label,   Tycoon  Records,
     distributed by SONY MUSIC.
o    Spain, with independant Dance label Vale Music,
o    Great Britain, with Attitude Records, a label of Universal Music in the UK.
o    Italy, with Media Records, one of the largest independent record labels.
o    and a  partnership  agreement  with  Scorpio  Music,  already  in charge of
     Publishing rights, for representation at MIDEM 2002.

     Following  the  modification  of activity  process,  as decided in February
2001,  the  management   decided  to  stop  all   investments  in  the  Internet
development,  and  consequently  dismiss the two (2)  employees in charge of the
website content.  The website  www.billyweb.com was discontinued and replaced by
www.billyweb.net,   in  a  lighter,   easier  and  inexpensive  version  of  its
predecessor, emphasizing the promotional aspect of Billyweb commercial products:
the tv shows, the merchandising products, the record and BillyWebCard.


                                       11

<PAGE>



     In September 2001, the name of the Company's subsidiary Billyweb France was
changed to "BW Entertainment" in line with the broader range of activities to be
developed by the Company.

     In  December  2001,  the board  decided  to reduce  expenses  in France and
maximize European development. All remaining employees were dismissed.

     At the same time,  Billy Web Corp and iBank  announced  the  signature of a
bartering  agreement with TF1, European television network leader, for marketing
operations  on TV related to  BillyWebCard.  A  Television  game with  cumulated
prizes of a value  exceeding 3.5 million  French Francs,  broadcast  everyday at
11.15  am and  noon,  introduce  BillywebCard  to  massive  audiences.  Multiple
marketing  operations  with  major  distribution  networks  were made (La Grande
Recre, the French equivalent of Toys'r'us, Jennyfer, Jackson Burger).

(c) Results of Operations

     For the Years Ended February 28, 2001 & February 28, 2002

     Financial Condition, Capital Resources and Liquidity

     For the twelve  months  ending  February 28, 2001 and February 28, 2002 the
Company recorded revenues of $91,158 and $405,202  respectively.  For the twelve
months ending February 28, 2001 and February 28, 2002 the Company had consulting
fee expenses of $521,421 and $140,523 respectively.

     For the twelve months ending  February 28, 2001 and February 28, 2002,  the
Company had, on a consolidated  basis,  general and  administrative  expenses of
$254,728 and $591,139, respectively.

     For the twelve months ending  February 28, 2001 and February 28, 2002,  the
Company had on a  consolidated  basis total  operating  expenses of $955,470 and
$877,649.

Net Losses

     For the twelve months ending  February 28, 2001 and February 28, 2002,  the
Company reported a net loss from operations  excluding  currency  translation of
$864,247 and $473,928 respectively.

     At February  28,  2002,  the Company had assets  totaling  $148,615  and an
accumulated net loss of $1,389,000.

Liquidity/Working Capital

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




                                       12

<PAGE>



Net Operating Loss Carry-forwards

     The  Company  has  net  operating  loss   carry-forwards  of  approximately
$1,389,000  expiring  $474,000,  $864,300 and $50,700 at February 28, 2022, 2021
and 2020, respectively.  The Company has a $556,000 deferred tax asset resulting
from the loss carry-forwards, for which it has established a one hundred percent
(100%)  valuation  allowance.  The  Company  may  not be able  to  utilize  such
carry-forwards as the Company has no history of profitable operations.

Employees

     At February  28, 2002,  the Company had  approximately  six (6)  employees,
which were subsequently terminated in April 2002.

Research and Development Plans

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

Item 7. Financial Statements.

         The information called for by this item is indexed 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,  CPAs,  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, 2002 and 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













                                       F-1


<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, 2002 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 auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of BillyWeb Corp. as of February
28, 2002 and the results of its  operations and its cash flows for the two years
then ended in conformity with accounting  principles  generally  accepted in the
United States.

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





/s/Durland & Company, CPAs, P.A.
Durland & Company, CPAs, P.A.
Palm Beach, Florida
June 1, 2002





                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                           Consolidated Balance Sheets
                            Years Ended February 28,




                                                                                         2002                   2001
                                                                                ----------------------  --------------------
<S>                                                                             <C>                     <C>
                                          ASSETS
CURRENT ASSETS
   Cash                                                                         $                1,382  $              2,682
   Accounts receivable                                                                         113,956                15,521
   VAT taxes receivable                                                                          2,162                     0
   Prepaid expenses                                                                                354                   378
                                                                                ----------------------  --------------------
           Total Current Assets                                                                117,854                18,581
                                                                                ----------------------  --------------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                                        3,757  $              4,017
   Furniture and fixtures                                                                       14,817                15,839
   Equipment                                                                                    14,516                10,249
                                                                                ----------------------  --------------------

      Subtotal property and equipment                                                           33,090                30,105
      Less: Accumulated depreciation                                                            (9,451)               (3,691)
                                                                                ----------------------  --------------------

            Total Property and Equipment                                                        23,639                26,414
                                                                                ----------------------  --------------------

OTHER ASSETS
   Deposits                                                                                      7,122                 7,613
                                                                                ----------------------  --------------------

            Total Other Assets                                                                   7,122                 7,613
                                                                                ----------------------  --------------------

Total Assets                                                                    $              148,615  $             52,608
                                                                                ======================  ====================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                                               $               20,671  $                  0
   Accounts payable                                                                             15,653                15,318
   VAT taxes payable                                                                                 0                 7,400
   Accrued expenses                                                                            170,141                21,274
   Demand loan from third party                                                                107,905                     0
                                                                                ----------------------  --------------------

            Total Current Liabilities                                                          314,370                43,992
                                                                                ----------------------  --------------------

Total Liabilities                                                                              314,370                43,992
                                                                                ----------------------  --------------------

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

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Preferred stock, $0.0001 par value, authorized 10,000,000
     shares; none issued                                                                             0                     0
   Common stock, $0.0001 par value, authorized 50,000,000 shares;
       5,086,996 and 48,356,000  issued and outstanding, respectively                              509                 4,836
   Additional paid-in capital                                                                1,241,914               930,342
   Accumulated comprehensive income (loss)                                                     (19,326)              (11,638)
   Accumulated deficit                                                                      (1,388,852)             (914,924)
                                                                                ----------------------  --------------------

            Total Stockholders' Equity (Deficiency)                                           (165,755)                8,616
                                                                                ----------------------  --------------------

Total Liabilities and Stockholders' Equity (Deficiency)                         $              148,615  $             52,608
                                                                                ======================  ====================
</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,



                                                                                         2002                   2001
                                                                                ----------------------  --------------------
<S>                                                                             <C>                     <C>
REVENUES                                                                        $              405,202  $             91,158
                                                                                ----------------------  --------------------

OPERATING EXPENSES
   General and administrative                                                                  591,139               254,728
   Consulting fees                                                                             140,523               521,421
   Depreciation                                                                                  6,165                 3,618
   Professional fees                                                                            78,599                46,477
   Web site development                                                                         61,223               129,226
                                                                                ----------------------  --------------------

          Total operating expenses                                                             877,649               955,470
                                                                                ----------------------  --------------------

Operating income (loss)                                                                       (472,447)             (864,312)
                                                                                ----------------------  --------------------

OTHER INCOME (EXPENSE)
   Interest expense                                                                               (250)                    0
   Foreign currency transaction gain (loss)                                                     (1,231)                    0
                                                                                ----------------------  --------------------

          Total other income (expense)                                                          (1,481)                    0

Net loss before minority interest                                                             (473,928)             (864,312)
                                                                                ----------------------  --------------------
Minority interest in consolidated subsidiaries net (income) loss                                     0                    65
                                                                                ----------------------  --------------------

Net loss                                                                                      (473,928)             (864,247)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                                     (7,688)              (11,638)
                                                                                ----------------------  --------------------

Comprehensive loss                                                              $             (481,616) $           (875,885)
                                                                                ======================  ====================

Net loss per weighted average share, basic                                      $                (0.09) $              (0.02)
                                                                                ======================  ====================

Weighted average number of shares                                                            4,956,590            38,035,086
                                                                                ======================  ====================
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>


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




                                                   Number                               Additional
                                                     of        Preferred     Common      Paid-in
                                                   Shares        Stock       Stock       Capital
                                               -------------- ------------ ---------- --------------
<S>                                             <C>           <C>          <C>        <C>
BEGINNING BALANCE,
February 29, 2000                                   2,050,000 $          0 $      205 $       59,895

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

Net loss                                                    0            0          0              0
                                               -------------- ------------ ---------- --------------

BALANCE, February 28, 2001                         48,356,000            0      4,836        930,342

Year Ended February 28, 2002:
----------------------------
   March 2001 - 1 for 10 reverse split            (43,520,399)           0     (4,352)         4,352
   Shares issued for cash                             226,426            0         23        280,129
   Shares issued for services                          24,969            0          2         27,091
   Other comprehensive income (loss)                        0            0          0              0

Net loss                                                    0            0          0              0
                                               -------------- ------------ ---------- --------------

ENDING BALANCE, February 28, 2002                   5,086,996 $          0 $      509 $    1,241,914
                                               ============== ============ ========== ==============
</TABLE>




<PAGE>





<TABLE>
<CAPTION>
                Accumulated
    Stock          Comp.                            Total
    Subs.          Income        Accumulated    Stockholders'
 Receivable        (Loss)          Deficit          Equity
------------- ---------------- --------------- ----------------
<S>           <C>              <C>             <C>

$           0 $              0 $       (11,644)$         48,456



            0                0               0            3,385
            0                0               0                0
            0                0               0                0
            0                0         (39,033)         193,110
            0                0               0              190
     (150,000)               0               0                0
      150,000                0               0          150,000
            0                0               0          200,000
            0                0               0           56,710
            0                0               0          232,650
            0          (11,638)              0          (11,638)

            0                0        (864,247)        (864,247)
------------- ---------------- --------------- ----------------

            0          (11,638)       (914,924)           8,616



            0                0               0                0
            0                0               0          280,152
            0                0               0           27,093
            0           (7,688)              0           (7,688)

            0                0        (473,928)        (473,928)
------------- ---------------- --------------- ----------------

$           0 $        (19,326)$    (1,388,852)$       (165,755)
============= ================ =============== ================
</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,




                                                                                        2002                     2001
                                                                                ---------------------   ----------------------
<S>                                                                             <C>                     <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $            (473,928)  $             (864,247)
Adjustments to reconcile net loss to net cash used for development
activities
   Stock issued for services                                                                   27,093                  432,840
   Depreciation                                                                                 6,165                    3,618
   Minority interest in consolidated subsidiary income (loss)                                       0                      (65)
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                                 (99,978)                 (15,521)
   (Increase) decrease in prepaid expenses                                                          0                     (378)
   (Increase) decrease in deposits                                                                  0                   (7,613)
   Increase (decrease) in accounts payable                                                      1,361                   15,318
   Increase (decrease) in accrued expenses                                                    141,668                   21,273
   Increase (decrease) in VAT payable                                                          (9,337)                   7,401
                                                                                ---------------------   ----------------------

Net cash used by development activities                                                      (406,956)                (407,374)
                                                                                ---------------------   ----------------------

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

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

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                                  0                   51,841
   Proceeds from short-term loan                                                              141,795                        0
   Repayment of short-term loan                                                               (33,890)                 (60,000)
   Stock sold for cash                                                                        280,151                        0
   Receipt of stock subscriptions                                                                   0                  390,000
   Increase of bank overdraft                                                                  35,946                        0
                                                                                ---------------------   ----------------------

Net cash provided by financing activities                                                     424,002                  381,841
                                                                                ---------------------   ----------------------

Effect of exchange rates on cash                                                              (18,346)                 (11,502)
                                                                                ---------------------   ----------------------

Net increase (decrease) in cash                                                                (1,300)                 (67,140)

CASH, beginning of period                                                                       2,682                   69,822
                                                                                ---------------------   ----------------------

CASH, end of period                                                             $               1,382   $                2,682
                                                                                =====================   ======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
   Non-Cash Financing Activities:
     Common stock issued to pay accrued expenses                                $                   0   $                3,385
                                                                                =====================   ======================
</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 accounting
     principles  generally  accepted  in the United  States.  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 $6,165 and $3,691 for the years ended
     February 28, 2002 and 2001, 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.

     In March 2001, the Company completed a 1 for 10 reverse split of its common
     stock. 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.  During the second and third  quarters of fiscal 2002,
     the Company sold 226,436 shares of restricted  common stock in exchange for
     $280,151 in cash.  The  Company  also issued  24,959  shares of  restricted
     common stock for services,  valued at $27,092.  In March 2001,  the Company
     completed a 1 for 10 reverse split of its common stock.

(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   $1,389,000,
     expiring  $474,000,  $864,300 and $50,700 at February  28,  2022,  2021 and
     2020, respectively.

     The amount  recorded  as  deferred  tax assets as of  February  28, 2002 is
     $556,000,   which  represents  the  amount  of  tax  benefit  of  the  loss
     carryforward.  The Company has  established a valuation  allowance  against
     this  deferred  tax asset,  as the  Company  has no  history of  profitable
     operations.

                                       F-8

<PAGE>



                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(4)  Going  Concern  As  shown  in  the  accompanying   consolidated   financial
     statements,  the Company  incurred a net loss of $1,389,000  for the period
     from June 10, 1998  (Inception)  through  February 28, 2002. 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.

(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.

     During the first and second quarter of 2001, three unrelated parties loaned
     the Company  approximately  $110,000 as  short-term,  non-interest  bearing
     demand notes. In September 2001, the Company repaid  approximately  $34,000
     of those notes.  In May 2001,  an unrelated  third party loaned the Company
     $10,000 on a short-term  demand loan bearing 9% interest,  which was repaid
     in July 2001.  In the fourth  quarter of fiscal 2002,  an  unrelated  third
     party loaned the Company $32,000 on a short-term demand loan.

(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.

(8) Subsequent Events
     a) Stockholders' equity In April 2002, the Company completed a second 1 for
     10 reverse split of its common stock.  In May 2002,  the Company  agreed to
     convert  $108,000 of short-term  debt into 864,000  shares of common stock,
     restricted  under Rule 144 plus one additional year of restriction.  In May
     2002, the Company  agreed to convert  $135,000 of accrued  consultant  fees
     into 1,080,000  shares of common stock,  restricted under Rule 144 plus one
     additional year of restriction.  In May 2002, the Company issued  1,969,784
     shares of unrestricted  common stock under an S-8  registration in exchange
     for services valued at $984,892.  In May 2002, the Company received a stock
     subscription receivable for $100,000 in cash in exchange for 800,000 shares
     of common  stock,  restricted  under Rule 144 plus one  additional  year of
     restriction.


                                       F-9

<PAGE>


     b) Going concern In April 2002,  the Company  recognized  that its plan was
     not  progressing as it had hoped.  The Company elected to lay off virtually
     all of its employees,  and pare expenses as  dramatically  as possible.  It
     then was able to convert its short-term  debt and accrued  consulting  fees
     into  restricted  common stock.  It raised an  additional  $100,000 in cash
     which,  with its  accounts  receivable,  when  collected,  will  cover  its
     expenses  until the fourth quarter of fiscal 2003. The Company is currently
     evaluating  various  avenues to proceed,  including a  continuation  of its
     present  business on a less  capital-intensive  basis,  along with  certain
     potential unrelated opportunities.


                                       F-10



<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                    28               President & Director

Louis Pardo                         33               Secretary & Treasurer
---------

     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 awards for various  music and video
productions.  Prior to  working  with Faz  Productions  Mr.  Pardo  worked  with
Symbolic Corp of France where he was Product  Manager from 1993 until leaving in
1996. At Symbolic  Corp.  Mr. Pardo launched the #1 Energy soft drink in France:
"x-energy drink."




                                       23

<PAGE>



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

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of common stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively. Executive officers,
directors  and  greater  than ten percent  (10%)  shareholders  are  required by
Commission  regulations  to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's  knowledge,  all of the Company's  executive
officers,  directors and greater than ten percent (10%) beneficial owners of its
common stock have complied with Section 16(a) filing requirements  applicable to
them during the Company's fiscal year ended February 28, 2002.

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,  2002,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of Common Stock
beneficially owned.



                                       24

<PAGE>



<TABLE>
<CAPTION>
                                                          Amount
Name and Address of                                    Beneficially             Percent of
Beneficial Owner                                          Owned                  Class (1)
    ----------------                                      -----                 ---------
<S>                                                      <C>                    <C>
Louis Pardau Dit Pardo                                   1,440,000                 28.3%
222 Lakeview Ave., PMB 160
West Palm Beach, FL 33401

Frederic Richard
222 Lakeview Ave., PMB160                                  210,000                  4.1%
West Palm Beach, FL 33401

All Executive Officers, Directors                        1,650,000                 32.4%
---------------------------------------------
Roland Caville                                             620,000                 12.2%
222 Lakeview Ave., PMB 160
West Palm Beach, FL 33401

F-Productions                                              500,000                  9.8%
222 Lakeview Ave., PMB 160
West Palm Beach, FL 33401
</TABLE>


Item 12. Certain Relationships and Related Transactions.

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

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

     Subsequent  to the  Company's  February 29, 2000 year end it abandoned  its
original   business   plan  and  executed  a  Share   Exchange   Agreement   and
Reorganization.  This  resulted  in the change of control  of the  Company.  The
Company filed an 8-K with the  Securities  and Exchange  Commission on May 15th,
2000 and on July 10, 2000 an amended 8-K with complete financials was filed with
the SEC. No Reports on Form 8-K were filed  during the year ended  February  28,
2002.

Index to Exhibits

<TABLE>
<CAPTION>
Item No.             Description
---------            -----------------------------------------
<S>        <C>       <C>
2.1        [3]       Share Exchange Agreement between the Company, Billyweb Corp. and the
                     shareholders of Billyweb Corp. dated May 15, 2000.

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

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

3.2        [1]       Bylaws.

5.1        [2]       Opinion of Mintmire & Associates.

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

10.2       [4]       Partnership Contract with Alidoo RCS Paris.

10.3       [4]       Contract for Trading Content with Eurekan Multimedia, SA.
</TABLE>

                                       25

<PAGE>



<TABLE>
<S>        <C>       <C>
10.4       [4]       Contract for Trading Content with Quelm.

23.1       [2]       Consent of Durland & Company, CPAs, P.A.

23.2       [2]       Consent of Mintmire & Associates (contained in Exhibit 5.1).
----------------
</TABLE>

[1]  Originally filed on June 10, 1999 with the Company's Registration Statement
     on Form 10-SB.

[2]  Originally  filed  on  April  28,  2000  with  the  Company's  Registration
     Statement on Form S-8.

[3]  Originally filed on May 16, 2000 with the Company's  Current Report on Form
     8-K.

[4]  Originally  filed on July 17, 2000 with the Company's  Quarterly  Report on
     Form 10QSB.















                                       26

<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 12, 2002        By: /s/ Frederic Richard
                                ---------------------------------------
                                Frederic Richard,  President and Director

                                By: /s/ Louis Pardau dit Pardo
                                ---------------------------------------
                                Louis Pardau dit Pardo, Secretary and Treasurer



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



Signature                         Title                       Date


/s/ Frederic Richard              President and Director      June 12, 2002
---------------------
Frederic Richard

/s/ Louis Pardau dit Pardo        Secretary and Treasurer     June 12, 2002
--------------------------
Louis Pardau dit Pardo






                                       27