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, 2003

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

For the transition period from ____________ to ____________

Commission File Number: 0-26329

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

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

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

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

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

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

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

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

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 2003 fiscal year were $60,652.

Of  the  5,202,032  shares  of  voting  common  of  the  registrant  issued  and
outstanding as of February 28, 2003,  non-affiliates owned 2,938,032 shares. The
aggregate  market  value of the  voting and  non-voting  common  equity  held by
non-affiliates  as of February 28, 2003 was  $13,808,750.40.






<PAGE>



                                TABLE OF CONTENTS


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

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

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

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

SIGNATURES ...................................................................20

<PAGE>


                                     PART I

Item 1. Description of Business.

(a) Business Development.

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

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

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

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

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

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


                                       4
<PAGE>


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

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

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

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

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

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


                                       5
<PAGE>


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

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

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

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

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

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

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

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

(b) Business of Issuer.

History of "La Troliere" Source

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


                                       6
<PAGE>


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

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

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

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

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

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

Location of La Troliere Spring

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

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

Geological Setting

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

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


                                       7
<PAGE>


Hydrologic Aspect

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

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

The actual well is 203 meters deep.

Sanitary Protection Perimeter

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

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

Analytical studies of Saint Trolier Mineral Water

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

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

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

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

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


                                       8
<PAGE>


Sales and Marketing

3 types of Bottled Water exist on the global market :

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

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

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

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

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

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

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

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

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


                                       9
<PAGE>


Planned Future Products

Gastronomy Mineral Water : l' Eau de Montespan

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

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

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

Athenais Night Water : a Derived Technological and Functional Product

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

 Possible Cosmetic products :

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

Competition

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

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

Industry Regulation

Environment

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


                                       10
<PAGE>


Government Regulation

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

Employees and Consultants

At February 28, 2003, the Company had no (0) employees.  The Company anticipates
that it will rely greatly on the  management  skills of its officers Louis Pardo
and Ludovic Payage.

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

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

Item 2. Description of Property

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

Item 3. Legal Proceedings.

The  Company's  subsidiary,  BW  Entertainment,  was the  defendant in a suit by
URSSAF over a legal tax matter in France.  The disputed amount was approximately
40,000 Euros. BW  Entertainment  has sought the protection of French  bankruptcy
courts and has since been dissolved.

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

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

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


                                       11
<PAGE>


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


Quarter                  Ask/High    Bid/Low
----------------------  ---------  -----------
05/11/2000-05/31/2000     4.50        1.31
06/01/2000-08/31/2000     1.50        0.56
09/01/2000-11/30/2000     1.25        0.21
12/01/2000-02/28/2001     0.28        0.08
03/01/2001-05/31/2001    15.00        0.11  *1:10 reverse stock split 04/02/2001
06/01/2001-08/31/2001    20.00        8.50
09/01/2001-11/30/2001    28.00       11.00
12/01/2001-02/28/2002    48.00       20.00
03/01/2002-05/31/2002    47.00        0.50  *1:10 reverse stock split 04/17/2002
06/01/2002-08/31/2002     5.00        4.00
09/01/2002-11/30/2002     4.95        3.95
12/01/2002-02/28/2003     4.95        4.30
03/01/2003-05/31/2003     5.27        4.70

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

Shareholders

The  approximate  number of  holders  of  record  of common  equity is 135 as of
February 28, 2003.

Dividends

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

Item 6. Management's Discussion and Analysis

(a) Caution Regarding Forward-Looking Information

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


                                       12
<PAGE>


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

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

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

(b) Summary

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

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

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

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


                                       13
<PAGE>


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

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

(c) Results of Operations For the Years Ended February 28, 2003 and February 28,
2002

Financial Condition, Capital Resources and Liquidity

For the twelve months ending February 28, 2003 and February 28, 2002 the Company
recorded  revenues of $60,652 and $405,202  respectively.  For the twelve months
ending  February 28, 2003 and February 28, 2002 the Company had  consulting  fee
expenses of $1,163,574 and $140,523 respectively.

For the twelve  months  ending  February 28, 2003 and  February  28,  2002,  the
Company had, on a consolidated  basis,  general and  administrative  expenses of
$97,112 and $591,139, respectively.

For the twelve  months  ending  February 28, 2003 and  February  28,  2002,  the
Company had on a consolidated  basis total operating  expenses of $1,410,901 and
$877,649.

Net Losses

For the twelve  months  ending  February 28, 2003 and  February  28,  2002,  the
Company reported a net loss from operations  excluding  currency  translation of
$1,305,971 and $473,928 respectively.

At February 28, 2003, the Company had assets totaling  $226,168 and has incurred
a cumulative loss of $2,694,700.

Liquidity/Working Capital

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

                                       14
<PAGE>

Net Operating Loss Carry-forwards

The Company has net operating loss  carry-forwards  of approximately  $2,694,700
expiring $1,308,600,  $474,000, $864,300 and $50,700 at February 28, 2023, 2022,
2021 and 2020,  respectively.  The Company has a  $1,078,000  deferred tax asset
resulting  from the loss  carry-forwards,  for  which it has  established  a one
hundred  percent  (100%)  valuation  allowance.  The  Company may not be able to
utilize  such  carry-forwards  as the  Company  has  no  history  of  profitable
operations.

Research and Development Plans

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

Item 7. Financial Statements.

The  information  called for by this item is indexed 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.


                                       15
<PAGE>


                                    PART F/S







                                 POSEIDIS, INC.

                          AUDITED FINANCIAL STATEMENTS

                 For the Years Ended February 28, 2003 and 2002







                                       F-1

<PAGE>



                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report.................................................F-3

Consolidated Balance Sheets..................................................F-4

Consolidated Statements of Operations........................................F-5

Consolidated Statements of Stockholders' Equity..............................F-6

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

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














                                      F-2



<PAGE>



                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying  consolidated balance sheets of Poseidis,  Inc.
as of February 28, 2003 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 Poseidis,  Inc. as of February
28, 2003 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 11, 2002








                                       F-3

<PAGE>



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




                                                                           2003                   2002
                                                                  ----------------------  --------------------
<S>                                                               <C>                     <C>
          ASSETS
CURRENT ASSETS
   Cash                                                           $              116,412  $              1,382
   Accounts receivable                                                            91,104               113,956
   VAT taxes receivable                                                                0                 2,162
   Prepaid expenses                                                                    0                   354
                                                                  ----------------------  --------------------
           Total Current Assets                                                  207,516               117,854
                                                                  ----------------------  --------------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                              0                 3,757
   Furniture and fixtures                                                         18,466                14,817
   Equipment                                                                      13,994                14,516
                                                                  ----------------------  --------------------

      Subtotal property and equipment                                             32,460                33,090
      Less: Accumulated depreciation                                             (13,808)               (9,451)
                                                                  ----------------------  --------------------

            Total Property and Equipment                                          18,652                23,639
                                                                  ----------------------  --------------------

OTHER ASSETS
   Deposits                                                                            0                 7,122
                                                                  ----------------------  --------------------

            Total Other Assets                                                         0                 7,122
                                                                  ----------------------  --------------------

Total Assets                                                      $              226,168  $            148,615
                                                                  ======================  ====================

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Cash overdraft                                                 $                    0  $             20,671
   Accounts payable                                                                    0                15,653
   VAT taxes payable                                                                   0                     0
   Accrued expenses                                                              224,988               170,141
   Demand loan from third party                                                        0               107,905
                                                                  ----------------------  --------------------

            Total Current Liabilities                                            224,988               314,370
                                                                  ----------------------  --------------------

Total Liabilities                                                                224,988               314,370
                                                                  ----------------------  --------------------

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                   526                   509
   Additional paid-in capital                                                  2,717,309             1,241,914
   Accumulated comprehensive income (loss)                                       (21,935)              (19,326)
   Accumulated deficit                                                        (2,694,720)           (1,388,852)
                                                                  ----------------------  --------------------

            Total Stockholders' Equity (Deficiency)                                1,180              (165,755)
                                                                  ----------------------  --------------------

Total Liabilities and Stockholders' Equity (Deficiency)           $              226,168  $            148,615
                                                                  ======================  ====================
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



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


                                                                            2003                   2002
                                                                   ----------------------  --------------------
<S>                                                                <C>                     <C>
REVENUES                                                           $               60,652  $            405,202
                                                                   ----------------------  --------------------
OPERATING EXPENSES
   General and administrative                                                      97,112               591,139
   Officer salaries                                                                     0                     0
   Other salaries                                                                   3,845                     0
   Consulting fees                                                              1,163,574               140,523
   Depreciation                                                                     6,453                 6,165
   Professional fees                                                              109,746                78,599
   Web site development                                                               171                61,223
   Bad debt expense                                                                30,000                     0
                                                                   ----------------------  --------------------

          Total operating expenses                                              1,410,901               877,649
                                                                   ----------------------  --------------------

Operating income (loss)                                                        (1,350,249)             (472,447)
                                                                   ----------------------  --------------------
OTHER INCOME (EXPENSE)
   Interest expense                                                                (2,592)                 (250)
   Gain on debt forgiveness                                                        35,117                     0
   Loss on fixed asset abandonment                                                   (705)                    0
   Gain on bankruptcy of subsidiary                                                12,721
   Foreign currency transaction gain (loss)                                          (263)               (1,231)
                                                                   ----------------------  --------------------

          Total other income (expense)                                             44,278                (1,481)

Net loss before minority interest                                              (1,305,971)             (473,928)
                                                                   ----------------------  --------------------
Minority interest in consolidated subsidiaries net (income) loss                        0                     0
                                                                   ----------------------  --------------------

Net loss                                                                       (1,305,971)             (473,928)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                                        (2,609)               (7,688)
                                                                   ----------------------  --------------------

Comprehensive loss                                                 $           (1,308,580) $           (481,616)
                                                                   ======================  ====================

Net loss per weighted average share, basic                         $                (0.28) $              (0.09)
                                                                   ======================  ====================
Weighted average number of shares                                               4,612,165             4,956,590
                                                                   ======================  ====================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>


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



                                                                                              Accumulated
                                              Number                     Additional  Stock       Comp.                    Total
                                                of     Preferred Common  Paid-in      Subs.     Income    Accumulated Stockholders'
                                              Shares     Stock    Stock   Capital  Receivable   (Loss)      Deficit      Equity
                                            ---------- -------- ------- ---------- ---------- ----------- ----------- ------------
<S>                                         <C>        <C>      <C>     <C>        <C>        <C>         <C>         <C>
BEGINNING BALANCE,
February 29, 2000                            2,050,000 $      0 $   205 $   59,895 $        0 $         0 $   (11,541)$     48,559

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     (11,638)          0      (11,638)

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

BALANCE, February 28, 2001                  48,356,000        0   4,836    930,342          0     (11,638)   (914,821)       8,719

Year Ended February 28, 2002:
 March 2001 - 1 for 10 reverse split        43,520,399)       0  (4,352)     4,352          0           0           0            0
 Shares issued for cash                        226,426        0      23    280,129          0           0           0      280,152
 Shares issued for services                     24,969        0       2     27,091          0           0           0       27,093
 Other comprehensive income (loss)                   0        0       0          0          0      (7,688)          0       (7,688)

Net loss                                             0        0       0          0          0           0    (473,928)    (473,928)
                                            ---------- -------- ------- ---------- ---------- ----------- ----------- ------------

BALANCE, February 28, 2002                   5,086,996        0     509  1,241,914          0     (19,326) (1,388,749)    (165,652)

Year Ended February 28, 2003:
 Shares issued for cash                         10,858        0       1     33,119          0           0           0       33,120
 April 2002 - 1 for 10 reverse split        (4,581,795)       0    (458)       458          0           0           0            0
 Shares issued to pay accrued expenses       1,080,000        0     108    134,892          0           0           0      135,000
 Shares issued to settle short-term debt       864,000        0      86    107,914          0           0           0      108,000
 Shares issued for stock subscriptions rec.    800,000        0      80     99,920   (100,000)          0           0            0
 Shares issued for services                  1,969,784        0     197    984,695          0           0           0      984,892
 Stock subscription received                         0        0       0          0    100,000           0           0      100,000
 Shares issued for cash                         32,685        0       3    114,397          0           0           0      114,400
 Other comprehensive income (loss)                   0        0       0          0          0      (2,609)          0       (2,609)
Net loss                                             0        0       0          0          0           0  (1,305,971)  (1,305,971)
                                            ---------- -------- ------- ---------- ---------- ----------- ----------- ------------

ENDING BALANCE, February 28, 2003            5,262,528        0 $   526 $2,717,309 $        0 $   (21,935)$(2,694,720)$      1,180
                                            ========== ======== ======= ========== ========== =========== =========== ============
</TABLE>






     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



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




                                                                              2003                     2002
                                                                      ---------------------   ----------------------
<S>                                                                   <C>                     <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                              $          (1,305,971)  $             (473,928)
Adjustments to reconcile net loss to net cash used for development
activities
   Stock issued for services                                                        984,892                   27,093
   Depreciation                                                                       6,453                    6,165
   Debt forgiveness                                                                 (35,117)                       0
   Gain on bankruptcy of subsidiary                                                 (12,721)                       0
   Bad debt expense                                                                  30,000                        0
   Loss on fixed asset abandonment                                                      705                        0
   Minority interest in consolidated subsidiary income (loss)                             0                        0
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                         1,097                  (99,978)
   (Increase) decrease in prepaid expenses                                              398                        0
   (Increase) decrease in deposits                                                    8,012                        0
   Increase (decrease) in accounts payable                                          (15,653)                   1,361
   Increase (decrease) in accrued expenses                                          184,833                  141,668
   Increase (decrease) in VAT payable/receivable                                      2,162                   (9,337)
                                                                      ---------------------   ----------------------

Net cash used by development activities                                            (150,910)                (406,956)
                                                                      ---------------------   ----------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                     0                        0
                                                                      ---------------------   ----------------------

Net cash used by investing activities                                                     0                        0
                                                                      ---------------------   ----------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from short-term loan                                                          0                  141,795
   Repayment of short-term loan                                                           0                  (33,890)
   Stock sold for cash                                                              147,520                  280,151
   Receipt of stock subscriptions                                                   100,000                        0
   Increase (decrease) of bank overdraft                                                  0                   35,946
                                                                      ---------------------   ----------------------

Net cash provided by financing activities                                           247,520                  424,002
                                                                      ---------------------   ----------------------

Effect of exchange rates on cash                                                     18,420                  (18,346)
                                                                      ---------------------   ----------------------

Net increase (decrease) in cash                                                     115,030                   (1,300)

CASH, beginning of period                                                             1,382                    2,682
                                                                      ---------------------   ----------------------

CASH, end of period                                                   $             116,412   $                1,382
                                                                      =====================   ======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
   Non-Cash Financing Activities:
     Common stock issued to pay accrued expenses                      $             135,000   $                    0
                                                                      =====================   ======================
     Common stock issued to settle short-term debt                    $             108,000   $                    0
                                                                      =====================   ======================
     Common stock issued for stock subscriptions receivable           $             100,000   $                    0
                                                                      =====================   ======================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-7


<PAGE>


                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements


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

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

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

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

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

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

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

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

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

     e) Property and  equipment  All property and equipment are recorded at cost
     and depreciated over their estimated useful lives, generally three, five or
     seven years, using the straight-line  method. Upon sale or 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 $6,453 and $6,165 for the years ended
     February 28, 2003 and 2002, respectively.

                                       F-8

<PAGE>



                                 Poseidis, Inc.
                   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 May 31,  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  24,969  shares of  restricted
     common stock for services, valued at $27,092.

     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.  In October 2002,  the Company sold 6,971 shares of restricted
     common  stock in  exchange  for  $24,375 in cash,  or $3.50 per  share.  In
     January  2003,  the Company sold 25,714  shares of common stock in exchange
     for $90,000 in cash, or $3.50 per share.

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial  reporting  purposes.  The Company has net operating  loss carry-
     forwards  for income tax  purposes of  approximately  $2,694,700,  expiring
     $1,308,600, $474,000, $864,300 and $50,700 at February 28, 2023, 2022, 2021
     and 2020, respectively.

                                       F-9

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements


(3)  Income Taxes  (Continued)  The amount recorded as deferred tax assets as of
     February 28, 2003 is $1,078,000, 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 $2,694,700  for the period
     from June 10, 1998  (Inception)  through  February 28, 2003. The ability of
     the Company to  continue as a going  concern is  dependent  upon  obtaining
     additional capital and financing.  The financial  statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.

     In April 2002, the Company  recognized that its plan was not progressing as
     it  had  hoped.  The  Company  elected  to  lay  off  virtually  all of its
     employees,  and pare expenses as dramatically as possible. It then was able
     to convert its short-term debt and accrued  consulting fees into restricted
     common  stock.  It raised an  additional  $215,000 in cash which,  with its
     accounts  receivable,  when collected,  will cover its expenses through the
     fourth quarter of fiscal 2004.

(5)  Short-Term  Notes  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. In May 2002,
     the Company agreed to convert the $108,000  remaining  balance into 864,000
     shares of restricted common stock.



                                      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
-----                    ---      ------------------------
Louis Pardau dit Pardo   34       President and Director

Ludovic Payage           33       Secretary, Treasurer and Director

Norbert Etienne          36       Director
---------

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

Family Relationships

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

Business Experience

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

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


                                       16
<PAGE>


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

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

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  executive officers and directors and persons who own more than 10% of
a  registered  class  of the  Company's  equity  securities,  to file  with  the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of common stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively. Executive officers,
directors  and  greater  than ten percent  (10%)  shareholders  are  required by
Commission  regulations  to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's  knowledge,  all of the Company's  executive
officers,  directors and greater than ten percent (10%) beneficial owners of its
common stock have complied with Section 16(a) filing requirements  applicable to
them during the Company's fiscal year ended February 28, 2003.

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, 2003,  regarding
the ownership of the  Company's  Common Stock by each  shareholder  known by the
Company  to be the  beneficial  owner  of more  than  five  percent  (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of Common Stock
beneficially owned.


                                       17
<PAGE>


                                            Amount
Name and Address of                      Beneficially     Percent of
Beneficial Owner                            Owned          Class (1)
---------------------------              ------------     ---------
Louis Pardau Dit Pardo                     1,464,000         28.1%
222 Lakeview Ave., PMB 160
West Palm Beach, FL 33401

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

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

All Executive Officers, Directors          1,464,000         28.1%
---------------------------------
DMI Joaillerie Paris                        800,000          15.4%
95 Rue La Boetie
75008 Paris
France

Item 12. Certain Relationships and Related Transactions.

None.

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

Subsequent to the Company's February 29, 2000 year end it abandoned its original
business plan and executed a Share Exchange Agreement and  Reorganization.  This
resulted in the change of control of the Company.  The Company filed an 8-K with
the Securities and Exchange Commission on May 15th, 2000 and on July 10, 2000 an
amended 8-K with complete  financials was filed with the SEC. No Reports on Form
8-K were filed during the year ended February 28, 2003.

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.
</TABLE>


                                       18
<PAGE>


<TABLE>
<S>      <C>   <C>
10.1     [2]   EZ Talk, Inc. Employee/Consultant Stock Compensation Plan.

10.2     [4]   Partnership Contract with Alidoo RCS Paris.

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

10.4     [4]   Contract for Trading Content with Quelm.

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

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

99.1      *    Sarbanes-Oxley Certification by Chief Executive Officer.

99.2      *    Sarbanes-Oxley Certification by Chief Financial Officer.
----------------
</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.
*    Filed herewith

Item 14 - Controls and Procedures

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

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


                                       19
<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.


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


Date:  June 16, 2003        By: /s/ Louis Pardau dit Pardo
                            ---------------------------------------
                            Louis Pardau dit Pardo, President and Director

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

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


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



Signature                         Title                       Date


/s/ Louis Pardau dit Pardo
--------------------------
Louis Pardau dit Pardo      President and Director              June 16, 2003

/s/ Ludovic Payage
--------------------------
Ludovic Payage              Secretary, Treasurer and Director   June 16, 2003

/s/ Norbert Etienne
--------------------------
Norbert Etienne             Director                            June 16, 2003


                                       20
<PAGE>

                                 Certifications

I, Louis Pardau dit Pardo, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Poseidis, Inc.

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14) for the registrant and have:

     A)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     B)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "evaluation date"); and
     C)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

     A)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     B)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls.

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 16, 2003

/s/ Louis Pardau dit Pardo
Louis Pardau dit Pardo
Chief Executive Officer (or equivalent)

                                       21
<PAGE>

I, Ludovic Payage, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Poseidis, Inc.

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14) for the registrant and have:

     A)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
     B)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "evaluation date"); and
     C)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

     A)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     B)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls.

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 16, 2003

/s/ Ludovic Payage
Ludovic Payage
Chief Financial Officer (or equivalent)

                                       22