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 August 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:


                     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 August 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 and Comprehensive Income (Loss)........F-3

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

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

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
























                                       F-1
<PAGE>

<TABLE>
<CAPTION>



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

<S>                                                                            <C>                  <C>
                                                                                  February 29,          August 31,
                                                                                      2000                 2000
                                                                               -------------------  ------------------
                                                                                                       (unaudited)
                                   ASSETS
CURRENT ASSETS
  Cash                                                                         $            51,841  $          219,720
                                                                               -------------------  ------------------

     Total Current Assets                                                                   51,841             219,720
                                                                               -------------------  ------------------

PROPERTY AND EQUIPMENT
  Leasehold improvements                                                                         0               3,868
  Furniture and fixtures                                                                         0              15,273
  Less: Accumulated depreciation                                                                 0               (831)
                                                                               -------------------  ------------------

     Total Property and Equipment                                                                0              18,310

OTHER ASSETS
  Prepaid expenses                                                                               0                 947
  Deposits                                                                                       0               7,517
                                                                               -------------------  ------------------

     Total Other Assets                                                                          0               8,464
                                                                               -------------------  ------------------

Total Assets                                                                   $            51,841  $246,494
                                                                               ===================  ==================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accrued expenses                                                             $             3,385  $31,590
  Short-term loan                                                                                0                   0
                                                                               -------------------  ------------------

     Total Current Liabilities                                                               3,385              31,590
                                                                               -------------------  ------------------

Total Liabilities                                                                            3,385              31,590
                                                                               -------------------  ------------------

Minority Interest in Consolidated Subsidiary                                                     0              42,656
                                                                               -------------------  ------------------

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 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                   0
  Accumulated comprehensive income (loss)                                                        0              (2,273)
  Deficit accumulated during the development stage                                         (11,644)           (271,298)
                                                                               -------------------  ------------------

     Total Stockholders' Equity                                                             48,456             172,248
                                                                               -------------------  ------------------

Total Liabilities and Stockholders' Equity                                     $            51,841  $246,494
                                                                               ===================  ==================
</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 and Comprehensive Income (Loss)
                           Six Months Ended August 31,
                                  (Unaudited)

<S>                                                              <C>               <C>              <C>

                                                                                                        Period from
                                                                                                       June 10, 1998
                                                                                                        (Inception)
                                                                                                          through
                                                                       2000              1999         August 31, 2000
                                                                 ----------------- ---------------- -------------------

Revenues                                                         $           4,469 $              0 $             4,469
                                                                 ----------------- ---------------- -------------------

Expenses
  General and administrative                                                56,964              160              57,142
  Consulting fees                                                           64,316                0              64,316
  Services - related parties                                                     0                0                 500
  Depreciation                                                                 831                0                 831
  Professional fees                                                         26,128                0              26,128
                                                                            ======                               ======
  Web sit development                                                       90,906                0             140,906
                                                                 ----------------- ---------------- -------------------

    Total expenses                                                         239,145              160             289,823
                                                                 ----------------- ---------------- -------------------

Net loss before minority interest                                         (234,676)            (160)           (285,354)
Minority interest in consolidated subsidiary net (income)                   14,056                0              14,056
loss
                                                                 ----------------- ---------------- -------------------

Net loss                                                                  (220,620)            (160)           (271,298)
Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                 (2,273)               0              (2,273)
                                                                 ----------------- ---------------- -------------------

Comprehensive loss                                               $(222,893)        $(160)           $(273,571)
                                                                 ================= ================ ===================
Net loss per weighted average share, basic                       $         (0.01   $         (0.01)
                                                                 ================= ================
Weighted average number of shares                                       38,332,652        2,050,000
                                                                 ================= ================
</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 August 31, 2000


<S>                                      <C>        <C>       <C>     <C>        <C>         <C>     <C>          <C>

                                                                                                       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
                                         ---------- -------- -------- ---------- ---------- -------- ----------- -------------------

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     (11,644)       48,456

Six Months Ended August 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
   June 2000 - stock subscriptions received       0        0        0          0    150,000        0           0       150,000
   Other comprehensive income (loss)              0        0        0          0          0  (2,273)           0        (2,273)

Net loss                                          0        0        0          0          0        0    (220,620)     (220,620)
                                         ---------- -------- -------- ---------- ---------- -------- ------------ ------------------

ENDING BALANCE, August 31, 2000
(unaudited)                              42,166,000  $0        $4,216   $441,603   $0        $(2,273)  $(271,298)     $172,248
                                         ========== ======== ======== ========== ========== ========= =========== ==================
</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
                            Six Months Ended August 31,
                                  (Unaudited)
<S>                                                                  <C>                   <C>                 <C>

                                                                                                                    Period from
                                                                                                                   June 10, 1998
                                                                                                                    (Inception)
                                                                                                                      through
                                                                            2000                 1999             August 31, 2000
                                                                     ------------------    -----------------   ---------------------
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                             $        (220,620)   $            (160)   $           (271,298)
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                                                         0                    0                     190
   Depreciation                                                                    831                    0                     831
   Minority interest in consolidated subsidiary income (loss)                  (14,056)                   0                 (14,056)
Change in assets and liabilities:
   (Increase) decrease in prepaid expenses                                        (947)                   0                    (947)
   (Increase) decrease in deposits                                               7,517                    0                  (7,517)
   Increase (decrease) in accrued expenses                                      31,590                    0                  31,590
                                                                     ------------------    -----------------   ---------------------

Net cash used by development activities                                       (195,685)                (160)               (260,707)
                                                                     ------------------    -----------------   ---------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                          (20,252)                   0                 (20,252)
                                                                     ------------------    -----------------   ---------------------

Net cash used by investing activities                                          (20,252)                   0                 (20,252)
                                                                     ------------------    -----------------   ---------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                              51,841                    0                  51,841
   Proceeds from short-term loan                                                     0                    0                  60,000
   Repayment of short-term loan                                                (60,000)                   0                 (60,000)
   Receipt of stock subscriptions by subsidiary                                240,000                    0                 300,000
   Receipt of stock subscriptions                                              150,000                    0                 150,000
                                                                     ------------------    -----------------   ---------------------

Net cash provided by financing activities                                      381,841                    0                 501,841
                                                                     ------------------    -----------------   ---------------------

Effect of exchange rates on cash                                                 1,975                    0                  (1,162)
                                                                     ------------------    -----------------   ---------------------

Net increase (decrease) in cash                                                 167,879                 (160)                219,720

CASH, beginning of period                                                        51,841               58,242                       0
                                                                     ------------------    -----------------   ---------------------

CASH, end of period                                                  $          219,720    $          58,082   $             219,720
                                                                     ==================    =================   =====================

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 six months  ended August 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 $831 and
          $0 for the six months ended August 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 six
          months  ended August 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 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 August 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. In June 2000, the Company  received the  subscription
         receivable 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  $273,600,
         expiring   $50,700  and   $222,900  at  February  28,  2020  and  2021,
         respectively.

         The amount  recorded  as  deferred  tax assets as of August 31, 2000 is
         $41,000,  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  $273,600  for the period from June 10,
         1998 (Inception) through August 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. The note was repaid in June 2000.

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


                                      F-8

<PAGE>



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

General

     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. Total Company  accumulated  operating expenses as
of August 31, 2000 were $289,823, on a consolidated basis.

     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.

     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  of the Company on May 15, 2000 the newly
elected  Board of Directors  and officers put into place a new Company  Mission.
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  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, video-games, shows, magazines and periodicals, live
shows, events etc. On the WEB site itself, the caption "BillyWeb: Little Browser
Is Helping You" will be recurrent in numerous languages.

The development process of the Company will involve several steps:



<PAGE>



* 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, Video-games,  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 August 31,  2000,  the  Company  had  assets  totaling  $246,494  and an
accumulated  net loss of  $273,571.  The increase in the  Company's  accumulated
deficit  is  attributable  to  website  development  costs,  professional  fees,
increased  consulting fees and general and  administrative  expenses.  Since the
Company's  inception,  it has received $450,000 in cash as consideration for the
issuance of shares of Common Stock.


Liquidity/Working Capital

     BLWB's  working  capital is presently  $219,720,  however,  there can be no
assurance that the Company's financial  condition will continue to improve.  The
Company is expected to continue to have minimal working capital.


<PAGE>



Net Operating Losses

     The Company has net operating  loss  carry-forwards  of $273,600,  expiring
$50,700 and $222,900 at February 28, 2020 and 2021 respectively. The company has
a $41,000 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.

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.


<PAGE>



Item 2. Changes in Securities and Use of Proceeds

     Simultaneously with the closing of the Company's  Reorganization on May 15,
2000, it issued  1,900,000  shares of common stock to its investment  banker for
services rendered, valued at $190.

     In June 2000, the Company  received  $150,000 in cash relating to the stock
subscription receivable accounted for by the Company in the prior quarter.

     Item 3. Defaults in Senior Securities

     None

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

     None

Item 5. Other Information

     None

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
----------------------------------------------------------------------
2.1               Share Exchange  Agreement between EZTalk,  Inc. and BillyWeb
                  Corp. dated May 15, 2000.(4)
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)
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(3)
10.3              Contract for Trading Content with EUREKAN MULTIMEDIA, SA(3)
10.4              Contract for Trading Content with QUELM(3)
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.



<PAGE>


(3) Incorporated herein by reference to the Company's  Registration Statement on
Form 10- QSB dated July 11, 2000.
(4)  Incorporated  herein by reference to the Company's  Form 8-K filed with the
Securities and Exchange Commission on May 16, 2000.

*    Filed herewith

         (b)      The  Company  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.

                                 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:    October 23, 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
            ----                          ---------                        -----

    October 23, 2000                   By:/s/ Frederic Richard
                                       -----------------------------------------
                                       Frederic Richard     President & Director










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