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, 2003

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 5,394,712 shares of voting common stock of the registrant  issued and
outstanding as of November 30, 2003.






<PAGE>

                   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.
                           Consolidated Balance Sheets

                                                                     November 30,            February 28,
                                                                         2003                    2003
                                                                ----------------------   ---------------------
                                                                     (unaudited)
<S>                                                             <C>                      <C>
                           ASSETS
CURRENT ASSETS
   Cash                                                         $                6,417   $             116,412
   Accounts receivable                                                          99,020                  91,104
   VAT taxes receivable                                                              0                       0
   Prepaid expenses                                                                  0                       0
                                                                ----------------------   ---------------------

     Total Current Assets                                                      105,437                 207,516
                                                                ----------------------   ---------------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                            0                       0
   Furniture and fixtures                                                       20,542                  18,466
   Equipment                                                                    15,567                  13,994
                                                                ----------------------   ---------------------

      Subtotal property and equipment                                           36,109                  32,460
      Less: Accumulated depreciation                                           (19,958)                (13,808)
                                                                ----------------------   ---------------------

            Total Property and Equipment                                        16,151                  18,652
                                                                ----------------------   ---------------------

OTHER ASSETS
   Deposits                                                                          0                       0
                                                                ----------------------   ---------------------

            Total Other Assets                                                       0                       0
                                                                ----------------------   ---------------------

Total Assets                                                    $              121,588   $             226,168
                                                                ======================   =====================

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                               $                    0   $                   0
   Accounts payable                                                              1,124                       0
   Accrued expenses                                                            421,035                 224,988
   Demand loan from third party                                                  6,937                       0
                                                                ----------------------   ---------------------

     Total Current Liabilities                                                 429,096                 224,988
                                                                ----------------------   ---------------------

Total Liabilities                                                              429,096                 224,988
                                                                ----------------------   ---------------------

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;
    5,306,828 and 5,262,528 issued and outstanding,                                531                     526
  Additional paid in capital                                                 2,872,354               2,717,309
  Accumulated comprehensive income (loss)                                      (52,300)                (21,935)
  Stock subscriptions receivable                                                     0                       0
  Accumulated deficit                                                       (3,128,093)             (2,694,720)
                                                                ----------------------   ---------------------

     Total Stockholders' Equity (Deficiency)                                  (307,508)                  1,180
                                                                ----------------------   ---------------------

Total Liabilities and Stockholders' Equity (Deficiency)         $              121,588   $             226,168
                                                                ======================   =====================
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                      F-2


<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)





                                                                    Three Months Ended                Nine Months Ended
                                                                       November 30,                     November 30,
                                                            ---------------------------------- -------------------------------
                                                                  2003              2002             2003            2002
                                                            ----------------- ---------------- ---------------- --------------
<S>                                                         <C>               <C>              <C>              <C>
REVENUES                                                    $               0 $            906 $              0 $       59,179
                                                            ----------------- ---------------- ---------------- --------------

EXPENSES
   General and administrative                                          18,521           17,224           84,822         57,422
   Officer salaries                                                         0                0                0              0
   Other salaries                                                           0                0                0          5,102
   Consulting fees                                                    112,460           43,432          222,230      1,115,803
   Depreciation                                                         1,453            1,721            4,340          5,099
   Professional fees                                                      869            7,530          121,852         91,468
   Bad debt expense                                                         0           30,000                0         30,000
                                                            ----------------- ---------------- ---------------- --------------

       Total operating expenses                                       133,303           99,907          433,244      1,304,894
                                                            ----------------- ---------------- ---------------- --------------

Operating income (loss)                                              (133,303)         (99,001)        (433,244)    (1,245,715)

OTHER INCOME (EXPENSE)
   Interest expense                                                      (129)               0             (129)        (2,529)
   Gain on debt forgiveness                                                 0           34,264                0         34,264
   Loss on fixed asset abandonment                                          0             (687)               0           (687)
   Foreign currency transaction gain (loss)                                 0             (186)               0           (263)
                                                            ----------------- ---------------- ---------------- --------------

        Total other income (expense)                                     (129)          33,391             (129)        30,785
                                                            ----------------- ---------------- ---------------- --------------

Net loss before minority interest                                    (133,432)         (65,610)        (433,373)    (1,214,930)
Minority interest in consolidated subsidiaries net (income)                 0                0                0              0
loss

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                           (18,414)             167          (30,365)           718
                                                            ----------------- ---------------- ---------------- --------------




Comprehensive loss                                          $        (151,846)$        (65,443)$       (463,738)$   (1,214,212)
                                                            ================= ================ ================ ==============
Net loss per weighted average share, basic                  $            (0.0)$          (0.01)$          (0.08)$        (0.28)
                                                            ================= ================ ================ ==============
Weighted average number of shares                                   5,306,828        5,226,380        5,284,436      4,405,808
                                                            ================= ================ ================ ==============
</TABLE>









     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>

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

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

 April 2000 - accrued expenses              13,500         0       1      3,384          0            0            0         3,385
 May 2000 - common stock contributed    (1,000,000)        0    (100)       100          0            0            0             0
 May 2000 - 16 for 1 forward split      15,952,500         0   1,596     (1,596)         0            0            0             0
 May 2000 - reverse merger              23,100,000         0   2,310    229,833          0            0      (39,033)      193,110
 May 2000 - services                     1,900,000         0     190          0          0            0            0           190
 May 2000 - stock subscription
        receivable                         150,000         0      15    149,985   (150,000)           0            0             0
 June 2000 - stock subscriptions
        received                                 0         0       0          0    150,000            0            0       150,000
 June 2000 - services                      200,000         0      20    199,980          0            0            0       200,000
 July 2000 - minority interest
        of subsidiary                    5,000,000         0     500     56,210          0            0            0        56,710
 October 2000 - services                   990,000         0      99    232,551          0            0            0       232,650
 Other comprehensive income (loss)               0         0       0          0          0      (11,638)           0       (11,638)

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

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

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

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

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

 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
        received                           800,000         0      80     99,920   (100,000)           0            0             0
 Shares issued for services              1,969,784         0     197    984,695          0            0            0       984,892
 Stock subscription received                     0         0       0          0    100,000            0            0       100,000
 Shares issued for cash                     32,685         0       3    114,397          0            0            0       114,400
 Other comprehensive income (loss)               0         0       0          0          0       (2,609)           0        (2,609)
Net loss                                         0         0       0          0          0            0   (1,305,971)   (1,305,971)
                                       ----------- --------- ------- ---------- ---------- ------------ ------------ -------------

ENDING BALANCE, February 28, 2003        5,262,528         0     526  2,717,309          0      (21,935)  (2,694,720)        1,180
 Shares issued for cash                     44,300         0       5    155,045          0            0            0       155,050
 Other comprehensive income (loss)               0         0       0          0          0      (30,365)           0       (30,365)
Net loss                                         0         0       0          0          0            0     (433,373)     (433,373)
                                       ----------- --------- ------- ---------- ---------- ------------ ------------ -------------
ENDING BALANCE, November 30, 2003,
(unaudited)                              5,306,828 $       0 $   531 $2,872,354 $        0 $    (52,300)$ (3,128,093)$    (307,508)
                                       =========== ========= ======= ========== ========== ============ ============ =============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Cash Flows
                         Nine Months Ended November 30,
                                   (Unaudited)



                                                                      2003                        2002
                                                            -------------------------    -----------------------
<S>                                                         <C>                          <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                    $                (433,373)   $            (1,214,930)
Adjustments to reconcile net loss to net cash used
for development activities:
   Stock issued for services                                                        0                    984,892
   Depreciation                                                                 4,301                      5,099
   Bad debt expense                                                                 0                     30,000
   Gain on debt forgiveness                                                         0                    (34,264)
   Loss on fixed asset abandonment                                                  0                        687
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                  (3,082)                     2,274
   (Increase) decrease in prepaid expenses                                          0                          0
   (Increase) decrease in deposits                                                  0                          0
   Increase (decrease) in accounts payable                                      1,147                          0
   Increase (decrease) in accrued expenses                                    160,637                    168,968
   Increase (decrease) in VAT payable                                               0                          0
                                                            -------------------------    -----------------------

Net cash used by development activities                                      (270,370)                   (57,274)
                                                            -------------------------    -----------------------

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

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

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                  0                          0
   Proceeds from short-term loans                                                   0                          0
   Repayment of short-term loan                                                     0                          0
   Stock sold for cash                                                        155,050                     33,120
   Receipt of stock subscriptions                                                   0                     50,000
   Repayment of bank overdraft                                                      0                    (16,575)
                                                            -------------------------    -----------------------

Net cash provided by financing activities                                     155,050                     66,545
                                                            -------------------------    -----------------------

Effect of exchange rates on cash                                                5,325                     10,576
                                                            -------------------------    -----------------------

Net increase (decrease) in cash                                              (109,995)                    19,847

CASH, beginning of period                                                     116,412                      1,382
                                                            -------------------------    -----------------------

CASH, end of period                                         $                   6,417    $                21,229
                                                            =========================    =======================

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

     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>


                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements
               (Information with respect to the nine months ended
                    November 30, 2003 and 2002 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  have been to secure a  "source"  of natural
     mineral water in France, and negotiating with several entities to construct
     a bottling plant.

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

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

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

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

     In October 2000, the Company formed a subsidiary  under the laws of France,
     SARL  BillyWeb.  The  Company  owns  99% and a  French  citizen  holds  the
     remaining 1%,  pursuant to French law. In December 2002, the Company placed
     SARL BillyWeb in bankruptcy  under French law. The Company  recorded a gain
     of $12,700 as a result of this.  In April 2003,  the Company  created a new
     wholly owned subsidiary, Poseidis, SAS, under 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.

     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.




                                       F-6

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Principles (continued)
     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 $4,340 and $5,099 for the nine months
     ended November 30, 2003 and 2002, respectively.

     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.

     h) Interim  financial  information  The financial  statements  for the nine
     months  ended  November  30,  2003 and 2002 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 six 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.



                                       F-7

<PAGE>


                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements


(2)  Stockholders' Equity (continued)
     In April 2002, the Company completed a second 1 for 10 reverse split of its
     common  stock.  In May 2002,  the  Company  agreed to convert  $108,000  of
     short-term debt into 864,000 shares of common stock,  restricted under Rule
     144 plus one  additional  year of  restriction.  In May 2002,  the  Company
     agreed to convert $135,000 of accrued consultant fees into 1,080,000 shares
     of common  stock,  restricted  under Rule 144 plus one  additional  year of
     restriction.   In  May  2002,  the  Company  issued   1,969,784  shares  of
     unrestricted  common  stock  under  an S-8  registration  in  exchange  for
     services  valued at  $984,892.  In May 2002,  the Company  received a stock
     subscription receivable for $100,000 in cash in exchange for 800,000 shares
     of common  stock,  restricted  under Rule 144 plus one  additional  year of
     restriction.  In October 2002,  the Company sold 6,971 shares of restricted
     common  stock in  exchange  for  $24,375 in cash,  or $3.50 per  share.  In
     January  2003,  the Company sold 25,714  shares of common stock in exchange
     for $90,000 in cash, or $3.50 per share.  In the second quarter the Company
     sold 44,300 shares of  restricted  common stock in exchange for $155,050 in
     cash, or $3.50 per share.

(3)  Income Taxes
     Deferred  income  taxes  (benefits)  are  provided  for certain  income and
     expenses  which are  recognized in different  periods for tax and financial
     reporting  purposes.  The Company has net operating loss carry-forwards for
     income  tax  purposes  of  approximately  $3,128,100,   expiring  $433,400,
     $1,306,000,  $474,000,  $864,300 and $50,700 at February  28,  2024,  2023,
     2022,  2021 and 2020,  respectively.  The amount  recorded as deferred  tax
     asset as of November 30, 2003 is $1,250,000, which represents the amount of
     tax  benefit  of the loss  carryforward.  The  Company  has  established  a
     valuation  allowance against this deferred tax asset, as the Company has no
     history of profitable operations.

(4)  Going Concern
     As shown in the accompanying consolidated financial statements, the Company
     incurred  a net loss of  $3,128,100  for the  period  from  June  10,  1998
     (Inception)  through  November  30,  2003.  The  ability of the  Company to
     continue as a going concern is dependent upon obtaining  additional capital
     and financing. The financial statements do not include any adjustments that
     might be necessary if the Company is unable to continue as a going concern.
     In April 2002, the Company  recognized that its plan was not progressing as
     it  had  hoped.  The  Company  elected  to  lay  off  virtually  all of its
     employees,  and pare expenses as dramatically as possible. It then was able
     to convert its short-term debt and accrued  consulting fees into restricted
     common  stock.  It raised an  additional  $370,000 in cash which,  with its
     accounts   receivable,   when  collected,   will  cover  its  expenses  for
     approximately 12 months.

(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 Discussion and Analysis

Discussion and Analysis

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

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology;  and other factors  referenced in this and previous  filings.  Given
these uncertainties, readers of this Form 10-QSB and investors are cautioned not
to  place  undue  reliance  on  such  forward-looking  statements.  The  Company
disclaims any obligation to update any such factors or to publicly  announce the
result of any  revisions to any of the  forward-  looking  statements  contained
herein to reflect future events or developments.

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

In May 2000,  however,  the Company changed its business plan in connection with
the  acquisition  of  Billyweb  Corp.  to  fulfill  the  perceived   demand  for
Interactive  accessing of the internet.  The Company was named after an animated
character, Billy, which was created by Billy Web Corp. which was to be used as a
Disney  star and  Disney  Club  show host in  partnership  with  Fprod  Fenomen.
However, in September 2002, the Company abandoned this business plan as well. In
connection  with the  abandonment of its business plan, the Company  changed its
name to its  current  name,  Poseidis,  Inc.  In December  2002,  SARL  Billyweb
Entertainment,  a wholly-owned subsidiary of the Company engaged in its old line
of business, filed for bankruptcy protection under French law.

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


                                       11
<PAGE>


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

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

In November  2003,  the Company  issued 36,465 shares of its  restricted  common
stock to ten (10) persons.  For such  issuance,  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"). All recipients were French or
Swiss residents and therefore no state exemption from registration was required.

In December 2003, the Company issued 5,610 shares of its restricted common stock
to three (3) persons for services  rendered to the Company.  For such  issuance,
the Company  relied upon Section  4(2) of the Act and Rule 506.  All  recipients
were either  French or Dutch  residents and  therefore no state  exemption  from
registration was required.

In January 2004, the Company issued 18,075 shares of its restricted common stock
to six (6) persons for services rendered to the Company by Maxence, SA. For such
issuance,  the Company  relied upon  Section  4(2) of the Act and Rule 506.  All
recipients were French  residents and Maxence,  SA is located in Switzerland and
therefore no state exemption from registration was required.

Results of Operations  For the Three and Nine Months Ended November 30, 2003 and
2002

Financial Condition, Capital Resources and Liquidity

For the three  months  ended  November  30, 2003 and 2002 the  Company  recorded
revenues of $0 and $906  respectively.  For the nine months  ended  November 30,
2003 and 2002, the Company recorded revenues of $0 and $59,179 respectively. The
Company has no ongoing business generating revenues.

For the  three  months  ended  November  30,  2003  and 2002  the  Company  paid
consulting fees of $112,460 and $43,432 respectively.  For the nine months ended
November  30, 2003 and 2002,  the Company paid  consulting  fees of $222,230 and
$1,115,803 respectively.

For the  three  months  ended  November  30,  2003  and  2002  the  Company  had
professional  fees in the amount of $869 and $7,530.  For the nine months  ended
November 30, 2003 and 2002, the Company had  professional  fees in the amount of
$121,852 and $91,468 respectively.

For the three  months  ended  November  30, 2003 and 2002 the Company  had, on a
consolidated basis,  general and administrative  expenses of $18,521 and $17,224
respectively.  For the nine months ended November 30, 2003 and 2002, the Company
had, on a consolidated basis, general and administrative expenses of $84,822 and
$57,422 respectively.


                                       12
<PAGE>


For the three  months  ended  November  30, 2003 and 2002 the Company  had, on a
consolidated   basis,   total   operating   expenses  of  $133,303  and  $99,907
respectively.  For the nine months ended  November 30, 2003 and 2002 the Company
had,  on  a  consolidated  basis,  total  operating  expenses  of  $433,244  and
$1,304,894 respectively.

Net Losses

For the three months ended  November 30, 2003 and 2002,  the Company  reported a
net loss from  operations  of $133,303  and $99,001  respectively.  For the nine
months ended  November 30, 2003 and 2002,  the Company  reported a net loss from
operations of $433,244 and $1,245,715 respectively.

Liquidity/Working Capital

At November 30, 2003,  the Company had cash of $6,417 as compared to $116,412 at
February  28,  2003.  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  $3,128,100
expiring $433,400,  $1,306,000,  $474,000,  $864,300 and $50,700 at February 28,
2024,  2023,  2022,  2021 and 2020,  respectively.  The Company has a $1,250,000
deferred  tax asset  resulting  from the loss  carry-forwards,  for which it has
established a one hundred percent (100%)  valuation  allowance.  The Company may
not be able to utilize  such  carry-forwards  as the  Company  has no history of
profitable operations.

Employees

At November 30, 2003, the Company had no (0) employees.  The Company anticipates
that it will rely greatly on the  management  skills of its officers Louis Pardo
and Ludovic Payage.

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

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


                                       13
<PAGE>


Research and Development Plans

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

Item 3. Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10- QSB, that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

     (i) this Quarterly Report on Form 10-QSB contains any untrue statement of a
material fact or omits 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 on Form
10-QSB, and

     (ii) the financial statements,  and other financial information included in
this Quarterly  Report on Form 10-QSB,  fairly present in all material  respects
the financial condition,  results of operations and cash flows of the Company as
of, and for, the periods presented in this Quarterly Report on Form 10-QSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

                                     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

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

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

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

3.2        [1]  Bylaws.

5.1        [2]  Opinion of Mintmire & Associates.

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

10.2       [4]  Partnership Contract with Alidoo RCS Paris.

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

10.4       [4]  Contract for Trading Content with Quelm.

10.5       [5]  Lease  of  real  property  and   exploitation   rights   between
                Christian Bertheir and Poseidis SAS dated April 10, 2003.

10.6       [5]  Sale of real  property  from  Jacques  Annet  Paul  to  Poseidis
                SAS dated March 26, 2003.

31.1        *   Section 302 Certification by  Chief  Executive Officer and Chief
                Financial Officer.

32.1        *   Sarbanes-Oxley  Certification  by  Chief  Executive  Officer and
                Chief Financial Officer.
----------------
            *  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.
          [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 June 17,  2003  with  the  Company's  Annual
               Report on Form 10KSB.







                                       15
<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 Poseidis, Inc.
                                  (Registrant)



Date: January 14, 2004      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