U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended November 30, 2002 Commission file no. 0-26329

                                  Poseidis Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer 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:

                                     Donald F. Mintmire
                                     Mintmire & Associates
                                     265 Sunrise Avenue, Suite 204
                                     Palm Beach, FL 33480
                                     Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



     Indicate by 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
                     ----                     ---

     There were 5,229,843 shares of voting common stock of the registrant issued
and outstanding as of November 30, 2002.


<PAGE>


PART I

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Consolidated Balance Sheets................................................F-2

Consolidated Statements of Operations and Comprehensive Income (Loss)......F-3

Consolidated Statements of Stockholders' Equity (Deficiency)...............F-4

Consolidated Statements of Cash Flows......................................F-5

Notes to Consolidated Financial Statements.................................F-6















                                       F-1

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                             (f/k/a BillyWeb Corp.)
                           Consolidated Balance Sheets

                                                                      November 30,         February 28,
                                                                          2002                 2002
                                                                   -------------------  ------------------
                                                                       (unaudited)
<S>                                                                <C>                  <C>
         ASSETS
CURRENT ASSETS

   Cash                                                            $            21,229  $            1,382
   Accounts receivable                                                          81,142             113,956
   VAT taxes receivable                                                              0               2,162
   Prepaid expenses                                                                  0                 354
                                                                   -------------------  ------------------

     Total Current Assets                                                      102,371             117,854
                                                                   -------------------  ------------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                            0               3,757
   Furniture and fixtures                                                       17,002              14,817
   Equipment                                                                    16,657              14,516
                                                                   -------------------  ------------------

      Subtotal property and equipment                                           33,659              33,090
      Less: Accumulated depreciation                                           (12,582)             (9,451)
                                                                   -------------------  ------------------

            Total Property and Equipment                                        21,077              23,639
                                                                   -------------------  ------------------

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

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

Total Assets                                                       $           123,448  $          148,615
                                                                   ===================  ==================

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                                  $                 0  $           20,671
   Accounts payable                                                              5,302              15,653
   Accrued expenses                                                            187,101             170,141
   Demand loan from third party                                                      0             107,905
                                                                   -------------------  ------------------

     Total Current Liabilities                                                 192,403             314,370
                                                                   -------------------  ------------------

Total Liabilities                                                              192,403             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;
    5,229,843 and 5,086,996 issued and outstanding, respectively                   523                 509
  Additional paid in capital                                                 2,602,912           1,241,914
  Accumulated comprehensive income (loss)                                      (18,608)            (19,326)
  Stock subscriptions receivable                                               (50,000)                  0
  Accumulated deficit                                                       (2,603,782)         (1,388,852)
                                                                   -------------------  ------------------

     Total Stockholders' Equity (Deficiency)                                   (68,955)           (165,755)
                                                                   -------------------  ------------------

Total Liabilities and Stockholders' Equity (Deficiency)            $           123,448  $          148,615
                                                                   ===================  ==================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                             (f/k/a BillyWeb Corp.)
                      Consolidated Statements of Operations
                                   (Unaudited)





                                                                   Three Months Ended           Nine Months Ended
                                                                      November 30,                November 30,
                                                              ---------------------------- ---------------------------
                                                                   2002          2001           2002          2001
                                                              -------------- ------------- -------------- ------------

<S>                                                           <C>            <C>           <C>            <C>
REVENUES                                                      $          906 $      62,105 $       59,179 $    227,705
                                                              -------------- ------------- -------------- ------------

EXPENSES
   General and administrative                                         17,224       217,640         57,422
   Officer salaries                                                        0             0              0            0
   Other salaries                                                          0             0          5,102            0
   Consulting fees                                                    43,432             0      1,115,803            0
   Depreciation                                                        1,721         1,746          5,099        4,661
   Professional fees                                                   7,530             0         91,468            0
   Web site development                                                    0         1,319              0       53,712
   Bad debt expense                                                   30,000             0         30,000            0
                                                              -------------- ------------- -------------- ------------

       Total operating expenses                                       99,907       220,705      1,304,894      632,537
                                                              -------------- ------------- -------------- ------------

Operating income (loss)                                              (99,001)     (158,600)    (1,245,715)    (404,832)

OTHER INCOME (EXPENSE)
   Interest expense                                                        0             0         (2,529)           0
   Gain on debt forgiveness                                           34,264             0         34,264            0
   Loss on fixed asset abandonment                                      (687)            0           (687)           0
   Foreign currency transaction gain (loss)                             (186)                        (263)           0
                                                              -------------- ------------- -------------- ------------

        Total other income (expense)                                  33,391             0         30,785            0
                                                              -------------- ------------- -------------- ------------

Net loss before minority interest                                    (65,610)     (158,600)    (1,214,930)    (404,832)
Minority interest in consolidated subsidiaries
net (income)loss                                                           0             0              0            0

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                              167        (6,664)           718      (14,435)
                                                              -------------- ------------- -------------- ------------


Comprehensive loss                                            $      (65,443)$    (165,264)$   (1,214,212)$   (419,267)
                                                              ============== ============= ============== ============
Net loss per weighted average share, basic                    $        (0.01)$       (0.03)$        (0.28)$      (0.08)
                                                              ============== ============= ============== ============
Weighted average number of shares                                  5,226,380     5,062,912      4,405,808    4,919,927
                                                              ============== ============= ============== ============
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                             (f/k/a BillyWeb Corp.)
          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 $   (11,644)$      48,456

Year Ended February 28, 2001:
----------------------------------------
 April 2000 - accrued expenses                13,500        0       1      3,384          0           0           0         3,385
 May 2000 - common stock contributed      (1,000,000)       0    (100)       100          0           0           0             0
 May 2000 - 16 for 1 forward split        15,952,500        0   1,596     (1,596)         0           0           0             0
 May 2000 - reverse merger                23,100,000        0   2,310    229,833          0           0     (39,033)      193,110
 May 2000 - services                       1,900,000        0     190          0          0           0           0           190
 May 2000 - stock subscription receivable    150,000        0      15    149,985   (150,000)          0           0             0
 June 2000 - stock subscriptions received          0        0       0          0    150,000           0           0       150,000
 June 2000 - services                        200,000        0      20    199,980          0           0           0       200,000
 July 2000 - minority interest of subsidi  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)   (914,924)        8,616
----------------------------------------

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) (1,388,852)     (165,755)
----------------------------------------

Nine Months Ended November 30, 2002:
(unaudited)
 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     50,000           0           0        50,000
 Other comprehensive income (loss)                 0        0       0          0          0         718           0           718

Net loss                                           0        0       0          0          0           0  (1,214,930)   (1,214,930)
                                        ------------ -------- ------- ---------- ---------- ----------- ----------- -------------

ENDING BALANCE, November 30, 2002
(unaudited)                                5,229,843 $      0 $   523 $2,602,912 $  (50,000)$   (18,608)$(2,603,782)$     (68,955)
                                        ============ ======== ======= ========== ========== =========== =========== =============
</TABLE>






     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                             (f/k/a BillyWeb Corp.)
                      Consolidated Statements of Cash Flows
                         Nine Months Ended November 30,
                                   (Unaudited)

                                                                                  2002                     2001
                                                                          ---------------------    --------------------
<S>                                                                       <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                  $          (1,214,930)   $           (404,832)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services                                                            984,892                  27,092
   Depreciation                                                                           5,099                   4,566
   Bad debt expense                                                                      30,000                       0
   Gain on debt forgiveness                                                             (34,264)                      0
   Loss on fixed asset abandonment                                                          687                       0
   Minority interest in consolidated subsidiary income (loss)                                 0                       0
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                             2,274                  14,965
   (Increase) decrease in prepaid expenses                                                    0                     365
   (Increase) decrease in deposits                                                            0                       0
   Increase (decrease) in accounts payable                                                    0                 (14,770)
   Increase (decrease) in accrued expenses                                              168,968                  50,422
   Increase (decrease) in VAT payable                                                         0                  (6,764)
                                                                          ---------------------    --------------------

Net cash used by operating activities                                                   (57,274)               (328,956)
                                                                          ---------------------    --------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                         0                  (5,080)
                                                                          ---------------------    --------------------

Net cash used by investing activities                                                         0                  (5,080)
                                                                          ---------------------    --------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from short-term loans                                                             0                 108,756
   Repayment of short-term loan                                                               0                 (33,986)
   Stock sold for cash                                                                   33,120                 218,127
   Receipt of stock subscriptions                                                        50,000                       0
   Increase (decrease) of bank overdraft                                                (16,575)                 56,820
                                                                          ---------------------    --------------------

Net cash provided by financing activities                                                66,545                 349,717
                                                                          ---------------------    --------------------

Effect of exchange rates on cash                                                         10,576                  (9,735)
                                                                          ---------------------    --------------------

Net increase (decrease) in cash                                                          19,847                   5,946

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

CASH, end of period                                                       $              21,229    $              8,628
                                                                          =====================    ====================

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-5

<PAGE>



                                 Poseidis, Inc.
                             (f/k/a BillyWeb Corp.)
                   Notes to Consolidated Financial Statements
               (Information with respect to the nine months ended
                    November 30, 2002 and 2001 is unaudited)


(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  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 children  similar
     to Steve of  "Blues  Clues" in the U.S.  Current  activities  also  include
     raising additional equity.

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

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

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

     b) Significant  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.

     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.  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 $5,099 and $4,566 for the nine months
     ended November 30, 2002 and 2001, respectively.


                                       F-6

<PAGE>



                                 Poseidis, Inc.
                             (f/k/a 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.

     h) Interim  financial  information  The financial  statements  for the nine
     months  ended  November  30,  2002 and 2000 are  unaudited  and include all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
     The results for the nine months are not indicative of a full year results.

(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.

                                       F-7

<PAGE>


                                 Poseidis, Inc.
                             (f/k/a BillyWeb Corp.)
                   Notes to Consolidated Financial Statements


(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   $2,603,700,
     expiring $1,215,000,  $474,000,  $864,300 and $50,700 at February 28, 2023,
     2022, 2021 and 2020, respectively.

     The amount  recorded  as  deferred  tax assets as of  November  30, 2002 is
     $1,041,500,  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 $2,603,700  for the period
     from June 10, 1998  (Inception)  through  November 30, 2002. 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  $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.

(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-8


<PAGE>


Item 2. Management's Plan of Operation.

General

Plan of Operations

     Poseidis,  Inc.  f/k/a  Billyweb  Corp.  f/k/a EZ  Talk,  Inc.,  a  Florida
corporation  ("Poseidis"),  of which ShareExchange Corp. f/k/a Billyweb Corp., a
Florida  corporation  ("SE")  is a wholly  owned  subsidiary  (collectively  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").

     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.



                                       11

<PAGE>



     In October  2002,  the Company sold 6,971 shares of its  restricted  common
stock for $24,375,  or $3.50 per share.  For such  offering,  the Company relied
upon the 506 Exemption.

     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.

Results of Operations

     The  Company's  plan of  operations  for the next  twelve (12) months is to
continually  refine its strategy for is to establish  permanent  worldwide brand
name  recognition for the Billy World,  led by Billy,  the prominent Disney star
and Disney club host. The Company's  objective is to have Billy become the Billy
World  representative  around  the  globe.  The  brand  name  Billyweb  will  be
continuously  emphasized in all TV,  music,  video games,  shows,  magazines and
periodicals,  live  shows,  events  etc.  On the web site  itself,  the  caption
"Billyweb:  Little  Browser  Is  Helping  You"  will be  recurrent  in  numerous
languages.  In addition,  new  revisions to this website have modified its front
page to present  the many  multimedia  choices  surrounding  the world of Billy,
namely Billy TV, Billy Radio,  Billy Land, Billy Find All (search  engine),  Hot
News, Billy Club, Billy Games, Daily Update, Celebrities, etc.

For the Three and Nine Months Ended November 30, 2002 & 2001

Financial Condition, Capital Resources and Liquidity

     For the three months ended November 30, 2002 and 2001 the Company  recorded
revenues of $906 and $62,105  respectively.  For the nine months ended  November
30,  2002 and  2001 the  Company  recorded  revenues  of  $59,179  and  $227,705
respectively. The decrease is primarily due to the Company's election to lay off
virtually all of its employees, and pare expenses as dramatically as possible.

     For the three months ended November 30, 2002 and 2001 the Company had, on a
consolidated basis, general and administrative  expenses of $17,224 and $217,640
respectively.  For the nine months ended  November 30, 2002 and 2001 the Company
had, on a consolidated basis, general and administrative expenses of $57,422 and
$574,164 respectively.

     For the three months ended November 31, 2002 and 2001 the Company had, on a
consolidated   basis,   total   operating   expenses  of  $99,907  and  $220,705
respectively.  For the nine months ended  November 30, 2002 and 2001 the Company
had,  on a  consolidated  basis,  total  operating  expenses of  $1,304,894  and
$632,537.  The increase is primarily due to the amount  expensed for  consulting
and professional fees.

Net Losses

     For the three months ended November 30, 2002 and 2001, the Company reported
a net loss from  operations of $65,443 and $165,264  respectively.  For the nine
months ended

                                       12

<PAGE>



November 30, 2002 and 2001, the Company  reported a net loss from  operations of
$1,214,212 and $419,267 respectively.

Liquidity/Working Capital

     At November  30,  2002,  the  Company had cash of $21,229.  There can be no
assurance that the Company's  financial  condition will improve.  The Company is
expected  to  continue  to have  minimal  working  capital or a working  capital
deficit as a result of current liabilities.

     The ability of the Company to continue as a going concern is dependent upon
its ability to deliver on its  commitment to its business  plan.  The Company is
currently  negotiating  with several  accredited  investors for a potential cash
investment.

Net Operating Loss Carry-forwards

     The  Company  has  net  operating  loss   carry-forwards  of  approximately
$2,603,700 expiring $1,215,000,  $474,000,  $864,300 and $50,700 at February 28,
2023, 2022, 2021 and 2020,  respectively.  The Company has a $1,041,500 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.

Forward-Looking Statements

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


                                       13

<PAGE>



Employees

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

     At November  30,  2002,  the Company had no (0)  employees.  The  Company's
future performance depends in significant part upon the continued service of our
key technical and management  personnel,  and our continuing  ability to attract
and  retain  highly  qualified  and  motivated  personnel  in all  areas  of our
operations.  Competition for such personnel is intense.  We provide no assurance
that  we can  retain  key  managerial  and  technical  employees  or that we can
attract,  assimilate or retain other highly  qualified  personnel in the future.
Our employees are not  represented by a labor union. We have not experienced any
work stoppages and consider our employee relations to be good.

     The Company  will  attempt to maintain  diversity  within its  customer and
advertising base in order to decrease its exposure to downturns or volatility in
any particular market segment. As part of this selection  strategy,  the Company
intends to offer its services to those  consumers and strategic  partners  which
have  a  reputation  for  reputable  dealings  and,  eliminating  customers  and
advertisers that it believes  present a higher credit risk. Where feasible,  the
Company will evaluate  beforehand each customer,  supplier,  partner,  strategic
partner, and advertiser for their creditworthiness.

Research and Development Plans

     For the  next  three  months  there  is not a plan  for  funding  extensive
research and development efforts.

Part II

Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults upon Senior Securities

         None.

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

         None.

Item 5. Other Information

         None.


                                       14

<PAGE>



Item 6. Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

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.(i).3  [5]      Articles of Amendment to the Articles of Incorporation changing name to Poseidis,
                  Inc. filed August 28, 2002.

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.

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>
----------------

*    Filed herewith.

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

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


                                       15

<PAGE>


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

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

[5]  Originally filed on October 15, 2002 with the Company's Quarterly Report on
     Form 10QSB.


     (b) No Reports on Form 8-K were filed  during the quarter  ended August 31,
2002.


                                   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:    January 9, 2002  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





                                       16


<PAGE>


                                 CERTIFICATIONS

     I, Louis Pardo dit Pardau, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Poseidis, Inc.;

     2. Based on my knowledge, this quarterly 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 quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  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 quarterly report.

Date:

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




     I, Louis Pardo dit Pardau, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Poseidis, Inc.;

     2. Based on my knowledge, this quarterly 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 quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  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 quarterly report.

Date:

/s/ Louis Pardo dit Pardau
---------------------------------------------
Louis Pardo dit Pardau
Chief Financial Officer (or equivalent thereof)