UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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


For the quarter ended:  May 31, 2005


Commission File Number: 0-26329


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



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


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)





<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  50,353,548  shares of voting  common  stock of the  registrant
issued and outstanding as of May 31, 2005.
















<PAGE>



                                     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 (Deficiency).................F-4

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

Notes to Consolidated Financial Statements...................................F-6
7














                                       F-1

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                           Consolidated Balance Sheets

                                                                                     May 31,           February 28,
                                                                                       2005                2005
                                                                                ------------------   -----------------
                                                                                   (unaudited)
<S>                                                                             <C>                  <C>
                                     ASSETS
CURRENT ASSETS

   Cash                                                                         $            2,407   $           1,051
   VAT taxes receivable                                                                     20,892              39,750
   Prepaid expenses                                                                              0                   0
                                                                                ------------------   -----------------

     Total Current Assets                                                                   23,299              40,801
                                                                                ------------------   -----------------

PROPERTY AND EQUIPMENT
   Land                                                                                     39,634              40,863
   Land improvements                                                                       146,974             151,530
   Furniture and fixtures                                                                   21,361              22,705
   Equipment                                                                                29,378              30,806
                                                                                ------------------   -----------------

      Subtotal property and equipment                                                      237,347             245,904
      Less: Accumulated depreciation                                                       (40,337)            (37,144)
                                                                                ------------------   -----------------

            Total Property and Equipment                                                   197,010             208,760
                                                                                ------------------   -----------------

OTHER ASSETS
   Deposits                                                                                 35,060              35,889
                                                                                ------------------   -----------------

            Total Other Assets                                                              35,060              35,889
                                                                                ------------------   -----------------

Total Assets                                                                    $          255,369   $         285,450
                                                                                ==================   =================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Bank overdraft                                                               $            3,339   $               0
   Accounts payable                                                                        165,036             188,667
   Accrued expenses                                                                        915,945             864,078
   Accrued salaries                                                                         13,285              26,719
   Short-term demand loan                                                                   29,009              29,009
                                                                                ------------------   -----------------

     Total Current Liabilities                                                           1,126,614           1,108,473
                                                                                ------------------   -----------------

Total Liabilities                                                                        1,126,614           1,108,473
                                                                                ------------------   -----------------

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 100,000,000 shares;
    50,353,548 and 50,120,215 issued and outstanding,                                        5,035               5,012
  Additional paid in capital                                                             6,006,266           5,971,289
  Accumulated comprehensive income (loss)                                                   45,756             (16,770)
  Accumulated deficit                                                                   (6,928,302)         (6,782,554)
                                                                                ------------------   -----------------

     Total Stockholders' Equity (Deficiency)                                              (871,245)           (823,023)
                                                                                ------------------   -----------------

Total Liabilities and Stockholders' Equity (Deficiency)                         $          255,369   $         285,450
                                                                                ==================   =================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Operations
                           Three Months Ended May 31,
                                   (Unaudited)

                                                                                  2005                      2004
                                                                        ------------------------ --------------------------
<S>                                                                     <C>                      <C>
REVENUES                                                                $                      0 $                        0
                                                                        ------------------------ --------------------------
EXPENSES
   General and administrative                                                             54,655                    128,408
   Officer salaries                                                                       26,461                      5,262
   Other salaries                                                                              0                          0
   Consulting fees                                                                        58,958                  2,209,618
   Depreciation                                                                            5,706                      4,328
   Professional fees                                                                           0                          0
   Web site development                                                                        0                          0
                                                                        ------------------------ --------------------------

       Total operating expenses                                                          145,780                  2,347,616
                                                                        ------------------------ --------------------------

Operating income (loss)                                                                 (145,780)                (2,347,616)

OTHER INCOME (EXPENSE)
   Interest income                                                                             0                         37
   Interest expense                                                                          (96)                         0
   Foreign currency transaction gain (loss)                                                  128                          0
                                                                        ------------------------ --------------------------

        Total other income (expense                                                           32                         37
                                                                        ------------------------ --------------------------

Net loss before minority interest                                                       (145,748)                (2,347,579)
Minority interest in consolidated subsidiaries net (income) loss                               0                          0

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                                               62,526                      4,912
                                                                        ------------------------ --------------------------




Comprehensive loss                                                      $                (83,222)$               (2,342,667)
                                                                        ======================== ==========================
Net loss per weighted average share, basic                              $                  (0.01)$                     (0.05)
                                                                        ======================== ==========================
Weighted average number of shares                                                     50,236,882                 44,945,222
                                                                        ======================== ==========================
</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)


                                                   Number                               Additional
                                                     of        Preferred     Common      Paid-in
                                                   Shares        Stock       Stock       Capital
                                               -------------- ------------ ---------- --------------
<S>                                             <C>           <C>          <C>        <C>
BEGINNING BALANCE, Feb 29, 2000                    48,356,000 $          0 $    4,836 $      930,342

   March 2001 - 1 for 10 reverse split            (43,520,399)           0     (4,352)         4,352
   Shares issued for cash                             226,426            0         23        280,129
   Shares issued for services                          24,969            0          2         27,091
   Other comprehensive income (loss)                        0            0          0              0
   Net loss                                                 0            0          0              0
                                               -------------- ------------ ---------- --------------
BALANCE, February 28, 2002                          5,086,996            0        509      1,241,914
   Shares issued for cash                              10,858            0          1         33,119
   April 2002 - 1 for 10 reverse split             (4,581,795)           0       (458)           458
   Shares issued to pay accrued expenses            1,080,000            0        108        134,892
   Shares issued to settle short-term debt            864,000            0         86        107,914
   Shares issued for stock subscriptions rec.         800,000            0         80         99,920
   Shares issued for services                       1,969,784            0        197        984,695
   Stock subscription received                              0            0          0              0
   Shares issued for cash                              32,685            0          3        114,397
   Other comprehensive income (loss)                        0            0          0              0
   Net loss                                                 0            0          0              0
                                               -------------- ------------ ---------- --------------
BALANCE, February 28, 2003                          5,262,528            0        526      2,717,309
   Shares issued for services                          34,316            0          3        128,682
   Shares issued for cash                              96,189            0         10        360,699
   Other comprehensive income (loss)                        0            0          0              0
   Net loss                                                 0            0          0              0
                                               -------------- ------------ ---------- --------------
BALANCE, February 29, 2004                          5,393,033            0        539      3,206,690
    Forward split - 8 for 1                        37,753,231            0      3,775         (3,775)
   Shares issued for services                       1,993,930            0        199      2,489,731
   Shares issued for cash                             189,238            0         20        240,278
   Forward split - 11 for 10                        4,531,823            0        453           (453)
   Shares issued for services                         104,561            0         11         15,673
   Shares issued for cash                             154,399            0         15         23,145
   Other comprehensive income (loss)                        0            0          0              0
   Net loss                                                 0            0          0              0
                                               -------------- ------------ ---------- --------------
BALANCE, February 29, 2005                         50,120,215            0      5,012      5,971,289
   Shares issued for cash                             233,333            0         23         34,977
   Other comprehensive income (loss)                        0            0          0              0
   Net loss                                                 0            0          0              0
                                               -------------- ------------ ---------- --------------
ENDING BALANCE, May 31, 2005,
(unaudited)                                        50,353,548 $          0 $    5,035 $    6,006,266
                                               ============== ============ ========== ==============
</TABLE>







     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



                                 Poseidis, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)


                Accumulated
    Stock          Comp.                            Total
    Subs.          Income        Accumulated    Stockholders'
 Receivable        (Loss)          Deficit          Equity
------------- ---------------- --------------- ----------------
$           0 $        (11,638)$      (914,821)$          8,719

            0                0               0                0
            0                0               0          280,152
            0                0               0           27,093
            0           (7,688)              0           (7,688)
            0                0        (473,928)        (473,928)
------------- ---------------- --------------- ----------------
            0          (19,326)     (1,388,749)        (165,652)
            0                0               0           33,120
            0                0               0                0
            0                0               0          135,000
            0                0               0          108,000
     (100,000)               0               0                0
            0                0               0          984,892
      100,000                0               0          100,000
            0                0               0          114,400
            0           (2,609)              0           (2,609)
            0                0      (1,306,075)      (1,306,075)
------------- ---------------- --------------- ----------------
            0          (21,935)     (2,694,824)           1,076
            0                0               0          128,685
            0                0               0          360,709
            0            6,034               0            6,034
            0                0        (793,520)        (793,520)
------------- ---------------- --------------- ----------------
            0          (15,901)     (3,488,344)        (297,016)
            0                0               0                0
            0                0               0        2,489,930
            0                0               0          240,298
            0                0               0                0
            0                0               0           15,684
            0                0               0           23,160
            0             (869)              0             (869)
            0                0      (3,294,210)      (3,294,210)
------------- ---------------- --------------- ----------------
            0          (16,770)     (6,782,554)        (823,023)
            0                0               0           35,000
            0           62,526               0           62,526
            0                0        (145,748)        (145,748)
------------- ---------------- --------------- ----------------

$           0 $         45,756 $    (6,928,302)$       (871,245)
============= ================ =============== ================






     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Cash Flows
                           Three Months Ended May 31,
                                   (Unaudited)



                                                                                        2005                   2004
                                                                                --------------------    ------------------
<S>                                                                             <C>                     <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $           (145,748)   $       (2,347,579)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services                                                                       0             2,153,804
   Depreciation                                                                                5,706                 4,328
   Minority interest in consolidated subsidiary income (loss)                                      0                     0
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                                      0                     0
   (Increase) decrease in prepaid expenses                                                         0                     0
   (Increase) decrease in VAT receivable                                                      17,493                   (99)
   (Increase) decrease in deposits                                                              (248)                2,473
   Increase (decrease) in accounts payable                                                   (17,747)                   95
   Increase (decrease) in accrued expenses                                                    38,289                54,081
   Increase (decrease) in accrued salaries                                                   (12,509)                1,533
   Increase (decrease) in VAT payable                                                              0                     0
                                                                                --------------------    ------------------

Net cash used by development activities                                                     (114,764)             (131,364)
                                                                                --------------------    ------------------

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                                                                        35,000               116,531
   Receipt of stock subscriptions                                                                  0                     0
   Increase of bank overdraft                                                                  3,341                     0
                                                                                --------------------    ------------------

Net cash provided by financing activities                                                     38,341               116,531
                                                                                --------------------    ------------------

Effect of exchange rates on cash                                                              77,779                53,721
                                                                                --------------------    ------------------

Net increase (decrease) in cash                                                                1,356                38,888

CASH, beginning of period                                                                      1,051                30,788
                                                                                --------------------    ------------------

CASH, end of period                                                             $              2,407    $           69,676
                                                                                ====================    ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Non-Cash Financing Activities:
    Common stock issued to pay accrued expenses                                 $                  0    $                0
                                                                                ====================    ==================
    Common stock issued to settle short-term debt                               $                  0    $                0
                                                                                ====================    ==================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements
                  (Information with respect to the three months
                    ended May 31, 2005 and 2004 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.

     On March  18,  2003,  the  Company  formed a  subsidiary  under the laws of
     France,  Poseidis, SAS. The Company owns 99% and a French citizen holds the
     remaining 1%, pursuant to French law.

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

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

     e) Property and  equipment  All property and equipment are recorded at cost
     and depreciated over their estimated useful lives, generally three, five or
     seven years, using the straight-line  method. Upon sale or retirement,  the
     costs and  related  accumulated  depreciation  are  eliminated  from  their
     respective  accounts,  and the  resulting  gain or loss is  included in the
     results  of  operations.  Repairs  and  maintenance  charges  which  do not
     increase  the  useful  lives of the assets are  charged  to  operations  as
     incurred.  Depreciation  expense was $5,706 and $4,328 for the three months
     ended May 31, 2005 and 2004, respectively.


                                       F-7

<PAGE>


                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles
     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 three
     months  ended  May  31,  2005  and  2004  are  unaudited  and  include  all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
     The results for the three months are not indicative of a full year results.

(2)  Stockholders'  Equity The  Company  has  authorized  100,000,000  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
     50,353,548  and no shares  of common  and  preferred  stock,  respectively,
     issued and outstanding at May 31, 2005.

     In fiscal 2004,  the Company sold 96,189 shares of common stock in exchange
     for $360,709 in cash, or $3.75 per share.  In fiscal 2004, the Company also
     issued  34,316 shares of  restricted  common stock for services,  valued at
     $128,685, or $3.75 per share. In fiscal 2005, the Company issued 37,751,231
     shares of common stock to  effectuate an 8 for 1 forward  split.  In fiscal
     2005,  the Company  sold  93,225  shares of common  stock in  exchange  for
     $116,531 in cash,  or $1.25 per share.  In fiscal  2004,  the Company  also
     issued 1,721,043 shares of restricted common stock for services,  valued at
     $2,153,803, or $1.25 per share.

     In early fiscal 2005, the Company issued  37,751,231 shares of common stock
     to effectuate an 8 for 1 forward  split.  In early fiscal 2004, the Company
     issued 1,993,930 shares of restricted common stock for services,  valued at
     $2,489,930,  or $1.25 per share.  In early  fiscal  2005,  the Company sold
     189,238  shares of common stock in exchange for $240,298 in cash,  or $1.25
     per share.  In mid- fiscal 2005,  the Company  issued  4,531,823  shares of
     common stock to effectuate an 11 for 10 forward split. In late fiscal 2005,
     the Company issued 104,561 shares of restricted  common stock for services,
     valued at $15,684,  or $0.15 per share.  In late fiscal  2005,  the Company
     sold 154,399  shares of common  stock in exchange  for $23,160 in cash,  or
     $0.15 per share.

     In the first quarter of fiscal 2006,  the Company  increased the authorized
     common stock from 50,000,000 to 100,000,000 shares. The Company also issued
     233,333  shares of common stock in exchange  for $35,000 in cash,  or $0.15
     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   $6,928,300,
     expiring $145,800, $3,295,100, $793,500, $1,306,000, $474,000, $864,300 and
     $50,700 at February  28,  2026,  2025,  2024,  2023,  2022,  2021 and 2020,
     respectively.  The amount recorded as deferred tax asset as of May 31, 2005
     is  $2,771,300,  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 $5,835,900  for the period
     from June 10, 1998  (Inception)  through May 31,  2004.  The ability of the
     Company  to  continue  as a  going  concern  is  dependent  upon  obtaining
     additional capital and financing.  The financial  statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.

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

(5)  Short-Term  Notes Payable In fiscal 2005, the Company received a short-term
     loan from a third-party  in the amount of $29,000.  This loan is payable on
     demand and carries no stated interest rate.




                                       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.




                                       10
<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.

Results of Operations For the Three Months Ended May 31, 2005 and 2004.

Financial Condition, Capital Resources and Liquidity

For the three months ended May 31, 2005 and 2004 the Company  recorded  revenues
of $0 and $0  respectively.  The  Company  has no  ongoing  business  generating
revenues.

For the three  months  ended May 31, 2005 and 2004 the Company  paid  consulting
fees of $59,000 and $2,209,600 respectively.

For the  three  months  ended  May 31,  2005  and  2004 the  Company  had,  on a
consolidated basis, general and administrative  expenses of $54,700 and $128,400
respectively.

For the  three  months  ended  May 31,  2005  and  2004 the  Company  had,  on a
consolidated   basis,  total  operating  expenses  of  $145,700  and  $2,347,600
respectively.

Net Losses

For the three  months  ended May 31, 2005 and 2004,  the Company  reported a net
loss from operations of $145,700 and $2,347,600 respectively.

Liquidity/Working Capital

At May 31,  2005,  the  Company  had cash of  $2,400  as  compared  to $1,100 at
February  28,  2005.  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  $6,928,300
expiring $145,800,  $3,295,100,  $793,500,  $1,306,000,  $474,000,  $864,300 and
$50,700  at  February  28,  2026,   2025,  2024,  2023,  2022,  2021  and  2020,
respectively. The Company has a $2,771,300 deferred tax asset resulting from the




                                       11
<PAGE>



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 May 31,  2005,  the  Company  had one (1)  part-time  employee.  The  Company
anticipates  that it will rely greatly on the management  skills of its officers
Louis Pardo and Bernard Bouveret.

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  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

During the month of April 2005 the Company  issued a total of 233,333  shares of
restricted,  unregistered  common  stock  for cash  proceeds  in the  amount  of
$35,000,  in order to  support  short-term  working  capital  requirements.  The
Company relied upon Section 4(2) of the Securities Act of 1933, as amended,  and
Rule 506 of  Regulation  D  promulgated  thereunder.  This  transaction  did not
involve a public offering, was exempt from registration and all such shares were
issued to foreign residents and citizens.





                                       12
<PAGE>



Item 3. Defaults upon 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:

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 Finacial 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.





                                       13
<PAGE>




[3]  Originally filed on May 16, 2000 with the Company's  Current Report on Form
     8-K.
[4]  Originally  filed on July 17, 2000 with the Company's  Quarterly  Report on
     Form 10QSB.
[5]  Originally  filed on June 17, 2003 with the Company's Annual Report on Form
     10KSB.





                                   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)



Dated:  July 6, 2005        By: /s/ Louis Pardau dit Pardo
                            ---------------------------------------
                            Louis Pardau dit Pardo, President and Director

                            By: /s/ Bernard Bouverot
                            ---------------------------------------
                            Bernard Bouverot, Secretary, Treasurer and
                            Director

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







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