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 May 31, 2000
Commission file no.   0-26329

                                 BILLYWEB CORP.
                    ----------------------------------------
                 (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.)

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

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

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

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

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

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

                    Common Stock, $.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
                             ---        ---

         As of May 31, 2000, there are 42,166,000  shares of voting stock of the
registrant issued and outstanding.

                                     PART I

Item 1. Financial Statements


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



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

Consolidated Statements of Operations.....................................F-3

Consolidated Statements of Stockholders' Equity...........................F-4

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

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












<PAGE>





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



                                                                             February 29,            May 31,
                                                                                 2000                  2000
                                                                         --------------------   ------------------
                                                                                                   (unaudited)
<S>                                                                      <C>                    <C>
                                      ASSETS
CURRENT ASSETS
  Cash                                                                   $             51,841   $          233,023
                                                                         --------------------   ------------------

     Total Current Assets                                                              51,841              233,023
                                                                         --------------------   ------------------

PROPERTY AND EQUIPMENT
  Furniture and fixtures                                                                    0                5,687
  Less: Accumulated depreciation                                                            0                  (34)
                                                                         --------------------   ------------------

     Total Property and Equipment                                                           0                5,653

OTHER ASSETS
  Prepaid expenses                                                                          0                  946
  Deposits                                                                                  0                7,517
                                                                         --------------------   ------------------

     Total Other Assets                                                                     0                8,463
                                                                         --------------------   ------------------

Total Assets                                                             $             51,841   $          247,139
                                                                         ====================   ==================

                       LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accrued expenses                                                       $              3,385   $            8,000
  Short-term loan                                                                           0               60,000
                                                                         --------------------   ------------------

     Total Current Liabilities                                                          3,385               68,000
                                                                         --------------------   ------------------

Total Liabilities                                                                       3,385               68,000
                                                                         --------------------   ------------------

Minority Interest in Consolidated Subsidiary                                                0               42,659
                                                                         --------------------   ------------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.0001 par value, authorized 10,000,000
    shares; none issued                                                                     0                    0
  Common stock, $0.0001 par value, authorized 50,000,000 shares;
    2,050,000 and 42,166,000 issued and outstanding, respectively                         205                4,216
  Additional paid in capital                                                           59,895              441,603
  Stock subscriptions receivable                                                            0             (150,000)
  Accumulated comprehensive income (loss)                                                   0               (3,352)
  Deficit accumulated during the development stage                                    (11,644)            (155,987)
                                                                         --------------------   ------------------

     Total Stockholders' Equity                                                        48,456              136,480
                                                                         --------------------   ------------------

Total Liabilities and Stockholders' Equity                               $             51,841   $          247,139
                                                                         ====================   ==================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>




<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                      Consolidated Statements of Operations
                           Three Months Ended May 31,
                                   (Unaudited)


                                                                                                    Period from
                                                                                                   June 10, 1998
                                                                                                    (Inception)
                                                                                                      through
                                                                      2000            1999          May 31, 2000
                                                                ---------------- --------------- ------------------
<S>                                                             <C>              <C>             <C>
Revenues                                                        $              0 $             0 $                0
                                                                ---------------- --------------- ------------------

Expenses
  General and administrative                                              16,193             160             16,371
  Consulting fees                                                            190               0                190
  Services - related parties                                                   0               0                500
  Depreciation                                                                34               0                 34
  Professional fees                                                       13,735               0             13,735
  Web sit development                                                     89,210               0            139,210
                                                                ---------------- --------------- ------------------

    Total expenses                                                       119,362             160            170,040
                                                                ---------------- --------------- ------------------

Net loss before minority interest                                       (119,362)           (160)          (170,040)
Minority interest in consolidated subsidiary net (income) loss            14,053               0             14,053
                                                                ---------------- --------------- ------------------

Net loss                                                                (105,309)           (160)          (155,987)
Other comprehensive income (loss)
   Foreign currency translation gain (loss)                               (3,352)              0             (3,352)
                                                                ---------------- --------------- ------------------

Comprehensive loss                                              $       (108,661)$          (160)$         (159,339)
                                                                ================ =============== ==================
Net loss per weighted average share, basic                      $          (0.01)$         (0.01)
                                                                ================ ===============
Weighted average number of shares                                     41,800,000       1,955,513
                                                                ================ ===============
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-3



<PAGE>





<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                 Consolidated Statements of Stockholders' Equity
           Period from June 10, 1998 (Inception) through May 31, 2000



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

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

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

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

Year Ended February 29, 2000:

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

BALANCE, February 29, 2000                 2,050,000        0       205    59,895         0           0      (8,743)       51,357

Three Months Ended May 31, 2000:
(unaudited)
   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     1,595    (1,595)        0           0           0             0
   May 2000 - reverse merger              23,100,000        0     2,310   229,834         0           0     (39,034)      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
   Other comprehensive income (loss)               0        0         0         0         0      (3,352)          0        (3,352)

Net loss                                           0        0         0         0         0           0    (105,309)     (105,309)
                                         ----------- -------- --------- --------- --------- ----------- ------------ -------------

ENDING BALANCE, May 31, 2000
(unaudited)                               42,166,000 $      0 $   4,216 $ 441,603 $(150,000)$    (3,352)$   (153,086)$     139,381
                                         =========== ======== ========= ========= ========= =========== ============ =============
</TABLE>







     The accompanying notes are an integral part of the financial statements


                                       F-4



<PAGE>





<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                      Consolidated Statements of Cash Flows
                           Three Months Ended May 31,
                                   (Unaudited)

                                                                                                         Period from
                                                                                                        June 10, 1998
                                                                                                         (Inception)
                                                                                                           through
                                                                          2000              1999        May 31, 2000
                                                                    -----------------  -------------- -----------------
<S>                                                                 <C>                <C>            <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                            $        (105,309) $         (160)$        (155,987)
Adjustments to reconcile net loss to net cash used
for development activities:
   Stock issued for services - related parties                                      0               0               500
   Stock issued for services                                                      190               0               190
   Depreciation                                                                    34               0                34
   Minority interest in consolidated subsidiary income (loss)                 (14,053)              0           (14,053)
Change in assets and liabilities:
   (Increase) decrease in prepaid expenses                                       (946)              0              (946)
   (Increase) decrease in deposits                                             (7,517)              0            (7,517)
   Increase (decrease) in accrued expenses                                      8,000               0             8,000
                                                                    -----------------  -------------- -----------------

Net cash used by development activities                                      (119,601)           (160)         (169,779)
                                                                    -----------------  -------------- -----------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                          (5,687)              0            (5,687)
                                                                    -----------------  -------------- -----------------

Net cash used by investing activities                                          (5,687)              0            (5,687)
                                                                    -----------------  -------------- -----------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                             51,841               0            51,841
   Proceeds from short-term loan                                                    0               0            60,000
   Receipt of stock subscriptions by subsidiary                               240,000               0           300,000
                                                                    -----------------  -------------- -----------------

Net cash provided by financing activities                                     291,841               0           411,841
                                                                    -----------------  -------------- -----------------

Effect of exchange rates on cash                                               (3,352)              0            (3,352)
                                                                    -----------------  -------------- -----------------

Net increase (decrease) in cash                                               163,201            (160)          233,023

CASH, beginning of period                                                      69,822          58,242                 0
                                                                    -----------------  -------------- -----------------

CASH, end of period                                                 $         233,023  $       58,082 $         233,023
                                                                    =================  ============== =================

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




     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>





                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements
               (Information with respect to the three months ended
                      May 31, 2000 and 1999 is unaudited)


(1) Summary of Significant Accounting Principles
    The  Company   BillyWeb  Corp., f/k/a EZ Talk, Inc., is a  Florida chartered
          development   stage  corporation  which  conducts  business  from  its
          headquarters in West Palm Beach, Florida. The Company was incorporated
          on June 10,  1998.  On May 4, 2000,  the  Company  changed its name to
          BillyWeb Corp.

          The  Company  has not yet  engaged  in its  expected  operations.  The
          Company's future  operations will be to market various products via an
          interactive web site.  Current  activities  include raising additional
          equity and  negotiating  with potential key personnel and  facilities.
          There  is  no  assurance  that  any  benefit  will  result  from  such
          activities.

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

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

          a)  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.).

          c) Principles of consolidation The consolidated  financial  statements
          include  the  accounts  of  BillyWeb   Corp.   and  its  wholly  owned
          subsidiary.   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 $34 and $0
          for the three months ended May 31, 2000 and 1999, respectively.


                                       F-6

<PAGE>




                                 BILLYWEB CORP.
                              (f/k/a EZ Talk, Inc.)
                        (A Development Stage Enterprise)
                          Notes to 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
          three months ended May 31, 2000 and 1999 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 three 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, 2000. 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.

(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  $156,000,
         expiring   $50,700  and   $105,300  at  February  28,  2020  and  2021,
         respectively.

         The  amount  recorded  as  deferred  tax  assets as of May 31,  2000 is
         $23,000,  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  financial  statements,  the
         Company  incurred a net loss of  $156,000  for the period from June 10,
         1998  (Inception)  through May 31, 2000.  The ability of the Company to
         continue as a going concern is dependent upon commencing operations and
         obtaining additional capital and financing. The financial statements do
         not include any  adjustments  that might be necessary if the Company is
         unable to continue as a going concern. The Company is currently seeking
         financing to allow it to begin its planned operations.


                                       F-7

<PAGE>




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


(5)      Commitments  and   Contingencies   On  April  1,  2000,  the  Company's
         subsidiary  entered  into  a  three-year  lease  for  office  space  at
         approximately $3,670 per month, or $44,000 annually. The lease contains
         a provision for a three-year extension.

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

(7) Subsequent Events
         (a) Short-Term  Note Payable The entire note payable was repaid in June
2000.

         (b) Stockholders'  Equity In June 2000, the Company received $75,000 of
the stock subscription receivable.

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


                                       F-8

<PAGE>



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

General

     Since its inception,  the Company has conducted minimal business operations
except for  organizational and capital raising  activities.  The Company has not
realized  any  revenues  since  its  inception  due to the fact that it has been
primarily engaged in  organizational  and promotional  activities.  As a result,
from  inception  (June 10,  1998)  through  May 31, 2000 , the Company had $0 in
revenue. Total Company operating expenses as of May 31, 2000 were $155,987, on a
consolidated basis.

     On May 3, 2000 the  Company  announced  approval  of the  amendment  of its
Articles  of  Incorporation  in order to  change  the name of the  Company  from
EZTalk, Inc. to BillyWeb Corp.

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

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

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


Plan of Operations

     Subsequent to the  reorganization by the Company the newly elected Board of
Directors and officers put into place a new Company  Mission.  The Company's new
mission is to establish permanent worldwide brand name recognition for the Billy
World,  led by Billy,  the  prominent  Disney  star and Disney  club  host.  The
Company's  objective  is to have  Billy  become the Billy  World  representative
around the globe. The brand name Billyweb will be continuously emphasized in all
TV, music, videogames, shows, magazines and periodicals, live shows, events etc.
On the WEB  siteitself,  the caption  "Billyweb:  Little Browser Is Helping You"
will be recurrent in numerous languages.


<PAGE>





The development process of the Company will involve several steps:

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

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

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

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

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

Financial Condition, Capital Resources and Liquidity

         At May 31,  2000,  the  Company  had assets  totaling  $247,139  and an
accumulated  net loss of  $155,987.  The increase in the  Company's  accumulated
deficit is  attributable to website  development  costs and  professional  fees.
Since the Company's inception,  it has received $60,000 in cash as consideration
for the  issuance  of shares of  Common  Stock.  The  Company's  subsidiary  has
received  $300,000 in cash as consideration for the issuance of shares of common
stock.




<PAGE>



Liquidity/Working Capital

         BLWB's working capital is presently $165,000,  however, there can be no
assurance that the Company's  financial  condition will improve.  The Company is
expected to continue to have minimal working capital.

Net Operating Losses

         The Company has net operating loss  carry-forwards of $155,987 expiring
at February  28, 2020 and 2021.  The  company has a $23,000  deferred  tax asset
resulting  from the loss carry-  forwards,  for which it has  established a 100%
valuation allowance.  The Company may not be able to utilize such carry-forwards
as the Company has no history of profitable operations.

Year 2000 Compliance

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

Forward-Looking Statements

         This Form  10-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.




<PAGE>



PART II

Item 1.           Legal Proceedings.

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

Item 2.                    Changes in Securities and Use of Proceeds

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

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

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

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

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

Item 3. Defaults in Senior Securities

         None

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

     On May 15,  2000,  the major  stockholders  of the Company  entered into an
agreement to exchange 77.3% of the issued and outstanding common shares of Share
Exchange  Corp.  (the  "Holders")   consummated  a  reverse   acquisition   (the
"Reorganization") pursuant to a certain Share


<PAGE>



Exchange Agreement  ("Agreement") of such date.  Pursuant to the Agreement,  the
Holders  tendered to the Company 77.3% of the issued and  outstanding  shares of
common stock of Share Exchange Corp. in exchange for 23,100,000 shares of common
stock of the Company.

         Copies of the Agreement and the required financial data have been filed
as an  Exhibit to the  Company's  8 K which was filed  with the  Securities  and
Exchange  Commission on May 15, 2000, and is  incorporated  herein by reference.
The  aforementioned  8-K was subsequently  updated by an 8-K Amendment which was
filed with the  Securities  and Exchange  Commission  on July 10,  2000,  and is
incorporated  herein by reference.  The foregoing  descriptions are qualified in
their entirety by reference to the full text of such documents.

Item 5. Other Information

         In June 2000,  subsequent to the close of the quarter  ending , May 31,
2000, the Company  received  $75,000 in cash relating to the stock  subscription
receivable accounted for by the Company in the prior quarter.

         NEW DESCRIPTION OF BUSINESS

         BillyWeb Corp. is an entertainment  creation that utilizes a multimedia
cluster organized around the central Internet Portal dedicated  entirely to teen
and pre-teen  entertainment and "fun" educational needs. BillyWeb was officially
launched in May 2000 at the  International  Cannes Film Festival.  In this short
period since  introduction,  the Company has already initiated a revenue stream.
The Company believes it will develop  substantial  sources of recurring revenues
in the near future.

The majority of the business segments described below are in the planning stage.
Business prospects are scheduled from the very near to the longer term.

Television

         TV Co-Production

The  Company  is  currently   negotiating  with  a  TV  production  company,  KM
Productions for the  co-production  of TV programs.  Programming will be sold to
specialized TV channels  dedicated to youth, from ages 4 to 14, such as Canal J.
In France, Canal J is comparable to Nickelodeon and FoxKids and is the leader in
its niche market, ahead of Disney Channel, TeleToon, Cartoon Network and FoxKids
France.

In all cases, Billyweb will provide the concept, the Billyweb universe,  hosting
and animation and character support while the co-producer will provide editorial
research and content.

In all French speaking shows,  Billy will be the sole host. In English  speaking
countries,  Linda Lacoste will be co-host and in Spanish speaking  countries,  a
local TV star will be co-host.  In Spain,  the  contribution  of Maria Bravo has
been pre-selected.



<PAGE>



Three types of TV  entertainment  features  will be offered in short order:  the
Daily BillyWeb  Series,  Billy Adventure and the BillyWeb Show.  Other features,
such as "Coucou  C'est Nous" and  famille.e-net  are only at the  drawing  board
stage.

         The Daily BillyWeb Series

The daily TV production on the  Internet,  featuring  Billy is owned by TF1, the
largest European  channel.  The show appears daily at peak time, just before the
8PM  newscast.  The  show,  which is  viewed by 8  million  viewers  daily,  has
contributed to making Billy a household name in France.

The show  intends  to  familiarize  the  audience  with the  intricacies  of the
Internet  in a  didactic,  educational,  unconventional,  cool  and fun  way.  A
different  topic is chosen  every day on any subject of  interest  to kids,  for
instance Christmas shopping on the Web, or movie selections,  etc. In all cases,
the  viewer  is held by the  virtual  hand and shown  directly  on his or her TV
screen how to go about navigating the Net by Billy.  Billy is concomitantly  the
jester, the guide, the comedian and the accomplice who leads his friends through
the maze of the Internet.

TF1 had the  exclusive on the daily format,  or HyperNet on French  broadcast TV
since over a year. The current  contract,  financed by Lycos, the second largest
search  engine in the world,  is due for  renewal in  December.  The cost of the
current six-month extension is approximately $4 million.

The format could be modified at little cost and sold to  television  channels in
other countries,  as well as to cable TV in any country including France, and to
Internet  channels.  Advanced  discussions are currently under way to expand the
concept to other French speaking countries;  also advanced contact  negotiations
are under way with Spain;  lastly, a pilot for and English  language  production
has been prepared where Australian  actors and American singers  accompany Billy
through his Internet fantasy tour.

Since the format of the show will be minimally changed from its original version
on TF1,  production costs will be contained.  Additionally,  BillyWeb Corp. will
encourage sponsors to complement the source of revenues from the show.

         Billy Adventure

Billy  Adventures  is a new TV  concept  in  which  Billy is the  kids'  special
correspondent through the web, akin to the role that Tintin had in the adventure
world  for the  previous,  pre-Internet  generation.  Subject  requests  will be
solicited from Internauts directly on TV and on the web site, e-mails,  etc. The
selected subjects will be researched, investigated, played out and produced.

The subjects,  which are  potentially  infinite,  have recurring  themes.  Kids'
interests  will  almost  always  include  how to  become  a  firefighter,  or an
astronaut,  or a sheriff,  or a jet pilot etc.  Other  subjects  often include a
circus, or the backstage of a Broadway musical, music and movie production, etc.



<PAGE>



As an illustration of an episode  borrowed from the firefighter  example,  Billy
will be the kids'  special  envoy to the fire brigade.  He will  participate  in
training,  jump  aboard  a  blaze  bound  fire  truck,   participate  in  rescue
operations,  etc.  As  usual,  the  tone and the  pace  will be fast and  highly
entertaining.

A constant of the show is a connection  to the web. In his  travels,  Billy will
always  carry  along his  portable  computer  for help and  assistance  from the
BillyWeb cyber characters, as the action unfolds under the spectators' eyes. The
3D animated cyber characters Billyweb,  Sharkee, Lindatoo, Buggy and others will
jump into the action and  volunteer  hints,  tips and advice to Billy and to the
audience as to where and what to find on the web that is directly related to the
topic of the show.  For  instance,  related  topics could  include a lead on the
sites covering the firefighters of the world, or the requirement of training and
enrollment, firefighter uniforms, the acts that save lives, etc.

Each Billy Adventure show will run for a week for five days with a daily airtime
of 10mn. Each day of the week will cover a different aspect of the topic. Monday
will be the topic's introduction. On Tuesday, Billy would jump straight into the
action. On Wednesday,  Billy will interview the topic's heroes, Thursday will be
dedicated to educational issues on the topic and Friday will be the wrap-up.

Emphasis will always be placed on the  interconnection  between  multiple media,
the strength and uniqueness of the Company. As the real action unfolds off-line,
Internauts will also receive the cyber version  on-line.  Magazine and newspaper
editorial will further  amplify the multimedia  coverage of the Billy  Adventure
show.

The network will finance the production. Copyrights will be owned jointly by the
co-producers  and the  network.  The series  will be sold and re-run to other TV
networks in several countries, after undergoing area-specific modifications.  In
addition to copyrights,  the co-producers  will solicit  sponsorships from large
consumer product companies, such as cereal marketers, toy companies etc.

         Billyweb Show

This daily show will also be broadcast on TV, with the active  participation  of
several  kids who will be placed in a cyber  universe  animated by Billy and all
the cyber 3-D characters.

The format of the show is to organize a competition between two opposing schools
over the course of a week, on a daily basis of 15mn airtime.

Five kids will be the  representatives  and the champions of the class  selected
for each school.  These five kids have their own  specialty  that will match the
daily  theme.  Billy  will host the game,  with  constant  interplay  from cyber
characters  Billyweb  and  Sharkee,  who will  also ask  questions,  and in turn
attempt to destabilize or assist the contenders.

The Monday theme will be sports. One of the kids in each competing class will be
selected  to be the captain of the class.  Billy or any of the cyber  characters
will offer a series of quizzes for the


<PAGE>



competition.  Kids in each class,  under the  direction of their captain and the
input from Billy or the cyber characters will access the web for research on the
quizzes.  On  Tuesday,  another  kid will be  selected  for music  with the same
scenario.  On Wednesday,  cinema,  on Thursday,  history and  geography,  and on
Friday the finale where the winning class is selected.

For outside support, the two opposing teams will rely on 2 cyber pal challengers
in each class who will  remain at the school  site and assist  their  respective
jousting  teams via web cam  connection.  They will have at their  disposal  all
available  research  tools that the school has to offer in order to assist their
team.

Also, in the evening,  each member of the competing  teams will be encouraged to
access the BillyWeb site, not only to recount the events of the day, but also to
find additional clues

Radio

         Radio Interviews

Billy will  utilize  his  connections  to the world of arts,  entertainment  and
sports to record audio interviews of movie, TV and sports stars.  Each clip will
last only a couple of minutes and will target  events  related star  interviews,
for instance at the occasion of the world cup, music and film festivals, such as
the Cannes or Venice festivals etc.

Billy will also chose presentation topics on any subject of interest to teen and
pre-teens, about music, cinema, travel etc.

The radio  clips  will be sold to a variety  of radio  stations,  both large and
independent  that in France  alone  total more than 50,  with such names as TF1,
Europe, Energy, RTL 2, Voltage FM, Kiss, Europe 2 etc.

The  first  contract  with  Voltage  Radio  has  recently  been  signed  for the
production of---------- interview clips.

         Radio Advertising

Billy will promote on radio sponsor-directed radio clips on subjects of interest
to teen or pre- teen, such as special travel promotions, a new line of sneakers,
upcoming performances etc.

The  co-production  and the  promotion of these radio  interviews  and sponsored
programs will be managed by Eric  Angioletti,  formerly from Energy,  the number
one music radio station in France.


Merchandising

Merchandising is the natural commercial  development from the multimedia fame of
Billy and the BillyWeb  characters.  The Billy 3 D animated  cartoon  characters
have been introduced to the


<PAGE>



French and the International public at the occasion of the annual Christmas show
at the Elysee  Palace and the  Cannes  International  Film  Festival  2000.  The
BillyWeb  shows,  all the events,  Billy  Adventures etc. will promote to a very
large  audience the full set of new  characters  to a level of brand  awareness.
BillyWeb  animated  sets will be  developed  for  major  department  stores  and
hypermarkets.

The Company has already developed a set of stuffed dolls at the image of the 3-D
characters,  a line of tank and tee shirts and is expanding  its  contacts  with
license manufacturers of watches, toy manufacturers, etc.

Video games utilizing the Billy characters will also be developed.


Music

BillyWeb  will  augment  its  appeal to a young  audience  with an active  music
production activity.  The first music single,  "Supersonic Fantasy" performed by
Chris Willis will be released in the fall.

Off-line Shows and Events

Billy will actively promote the BillyWeb concept and appeal with live show tours
that will include national events such as the annual Christmas Tree party at the
Elysee Palace and private events with  municipalities  and corporations.  During
these  tours,  Billy  will  create  the  universe  of  3-D  animation  on  large
interactive   projection  screens   intermingling  with  real  life  characters,
acrobats, clowns and dancers.


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:

Exhibit No.       Description
-----------       -----------------------------------------------------------
3(i).1            Articles of Incorporation of EZT effective June 10, 1998(1)

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

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

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

10.2     *        Partnership Contract with ALIDOO RCS PARIS



<PAGE>



10.3     *        Contract for Trading Content with EUREKAN MULTIMEDIA, SA

10.4     *        Contract for Trading Content with QUELM

27.1     *        Financial Data Schedule
----------------
(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10- SB.

(2)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-8 filed with the  Securities  and  Exchange  Commission  on or about
     April 21, 2000.

*    Filed herewith

     (b)  The  Company  filed  a Form  8-K  with  the  Securities  and  Exchange
          Commission (the "SEC") on May 16, 2000. The Company subsequently filed
          an  Amended  8- K with the SEC on July  10,  2000,  incorporating  the
          Audited  Financial  Statements  of  Share  Exchange  Corp,  a  Florida
          corporation,  for the year ending  February 29,  2000,  as well as the
          Company's Proforma  Financial  statements for the year ending February
          29, 2000.




<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.

                                    BILLYWEB CORP.
                                    (Registrant)


Date:    July 11, 2000         By:  /s/ Frederic Richard
                                    --------------------------------
                                    Frederic Richard, President & 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.

    Date                        Signature                  Title
    ----                          ---------                -----

 July 11, 2000       By:      /s/ Frederic Richard
                              ---------------------
                              Frederic Richard            President & Director