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

                                   Form 10-QSB

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

For the quarter ended November 30, 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 November 30, 2000, there are 43,156,000  shares of voting stock
of the registrant issued and outstanding.



<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............................F-4

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

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












<PAGE>


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


                                                                      November 30,              February 29,
                                                                          2000                      2000
                                                                  ---------------------     ---------------------
                                                                       (unaudited)
<S>                                                               <C>                       <C>

                                     ASSETS
CURRENT ASSETS
    Cash                                                          $              98,886     $              51,841
                                                                  ---------------------     ---------------------

            Total Current Assets                                                 98,886                    51,841
                                                                  ---------------------     ---------------------

PROPERTY AND EQUIPMENT
    Leasehold improvements                                                        4,150                         0
    Furniture and fixtures                                                       13,026                         0
    Equipment                                                                     9,038                         0
                                                                  ---------------------     ---------------------

        Subtotal property and equipment                                          26,214                         0
        Less: Accumulated depreciation                                           (2,311)                        0
                                                                  ---------------------     ---------------------

            Total Property and Equipment                                         23,903                         0
                                                                  ---------------------     ---------------------

OTHER ASSETS
    Prepaid expenses                                                                 74                         0
    Deposits                                                                      7,517                         0
                                                                  ---------------------     ---------------------

            Total Other Assets                                                    7,591                         0
                                                                  ---------------------     ---------------------

Total Assets                                                      $             130,380     $              51,841
                                                                  =====================     =====================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accrued expenses                                              $               4,000     $               3,385
    Short-term loan                                                                   0                         0
                                                                  ---------------------     ---------------------

            Total Current Liabilities                                             4,000                     3,385
                                                                  ---------------------     ---------------------

Total Liabilities                                                                 4,000                     3,385
                                                                  ---------------------     ---------------------

Minority Interest in Consolidated Subsidiary                                          0                         0
                                                                  ---------------------     ---------------------

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;
  43,156,000 and 2,050,000 issued and outstanding, respectively                   4,316                       205
Additional paid in capital                                                      674,153                    59,895
Stock subscriptions receivable                                                        0                         0
Accumulated comprehensive income (loss)                                            (342)                        0
Deficit accumulated during the development stage                               (551,747)                  (11,644)
                                                                  ---------------------     ---------------------

            Total Stockholders' Equity                                          126,380                    48,456
                                                                  ---------------------     ---------------------

Total Liabilities and Stockholders' Equity                        $             130,380     $              51,841
                                                                  =====================     =====================
</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)
                         Nine Months Ended November 30,
                                  (Unaudited)




                                                                                                             Period from
                                                 Three Months Ended                Nine Months Ended        June 10, 1998
                                                    November 30,                      November 30,           (Inception)
                                            -----------------------------   --------------------------         through
                                               2000           1999            2000          1999          November 30, 2000
                                            -------------- --------------   ------------  ------------   -------------------
<S>                                         <C>            <C>              <C>           <C>            <C>
Revenues                                    $            0 $            0   $      4,469  $          0   $             4,469
                                            -------------- --------------   ------------  ------------   -------------------

Expenses
    General and administrative                      44,235            105        101,199           265               101,377
    Consulting fees                                255,750              0        320,066             0               320,066
    Services - related parties                           0              0              0             0                   500
    Depreciation                                     1,480              0          2,311             0                 2,311
    Professional fees                               12,506          2,136         38,634         2,136                38,634
    Web site development                             9,135              0        100,041             0               150,040
                                            -------------- --------------   ------------  ------------   -------------------

            Total expenses                         323,106          2,241        562,251         2,401               612,928
                                            -------------- --------------   ------------  ------------   -------------------

Net loss before minority interest                 (323,106)        (2,241)      (557,782)       (2,401)             (608,459)
Minority interest in consolidated
 subsidiary net (income) loss                       42,656              0         56,712             0                56,712
                                            -------------- --------------   ------------  ------------   -------------------

Net loss                                          (280,450)        (2,241)      (501,070)       (2,401)             (551,747)

Other comprehensive income (loss)
    Foreign currency translation gain (loss)         1,932              0           (342)            0                  (342)
                                            -------------- --------------   ------------  ------------   -------------------

Comprehensive loss                          $     (278,518)$       (2,241)  $   (501,412) $     (2,401)  $          (552,089)
                                            ============== ==============   ============  ============   ===================

Net loss per weighted average share, basic  $        (0.01)$        (0.01)  $      (0.01) $      (0.01)
                                            ============== ==============   ============  ============

Weighted average number of shares               42,901,577      2,050,000     41,942,224     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 November 30, 2000




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

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

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

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

Year Ended February 29, 2000:
----------------------------

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

BALANCE, February 29, 2000                   2,050,000         0       205    59,895          0        0     (11,644)       48,457

Nine Months Ended November 30, 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     1,596    (1,596)         0        0           0             0
   May 2000 - reverse merger                23,100,000         0     2,310   229,833          0        0     (39,033)      193,110
   May 2000 - services                       1,900,000         0       190         0          0        0           0           190
   May 2000 - stock subscription receivable    150,000         0        15   149,985   (150,000)       0           0             0
   June 2000 - stock subscriptions received          0         0         0         0    150,000        0           0       150,000
   October 2000 - services                     990,000         0        99   232,551          0        0           0       232,650
   Other comprehensive income (loss)                 0         0         0         0          0     (342)          0          (342)

Net loss                                             0         0         0         0          0        0    (501,070)     (501,070)
                                            ---------- --------- --------- --------- ---------- -------- ----------- -------------

ENDING BALANCE, November 30, 2000
(unaudited)                                 43,156,000 $       0 $   4,316 $ 674,152 $        0 $   (342)$  (551,747)$     126,380
                                            ========== ========= ========= ========= ========== ======== =========== =============
</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
                         Nine Months Ended November 30,
                                   (Unaudited)

                                                                                                        Period from
                                                                                                       June 10, 1998
                                                                                                        (Inception)
                                                                                                          through
                                                                   2000               1999           November 30, 2000
                                                                ---------------    ---------------  -------------------
<S>                                                             <C>                <C>              <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                        $      (501,070)   $        (2,401) $          (551,747)
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                                            232,650                  0              232,840
   Depreciation                                                           2,311                  0                2,311
   Minority interest in consolidated subsidiary income (loss)           (56,712)                 0              (56,712)
Change in assets and liabilities:
   (Increase) decrease in prepaid expenses                                  (74)                 0                  (74)
   (Increase) decrease in deposits                                       (7,517)                 0               (7,517)
   Increase (decrease) in accrued expenses                                4,000             (3,500)               4,000
                                                                ---------------    ---------------  -------------------

Net cash used by development activities                                (326,412)            (5,901)            (376,399)
                                                                ---------------    ---------------  -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                   (26,214)                 0              (26,214)
                                                                ---------------    ---------------  -------------------

Net cash used by investing activities                                   (26,214)                 0              (26,214)
                                                                ---------------    ---------------  -------------------

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                                           (151)                 0                 (342)
                                                                ---------------    ---------------  -------------------

Net increase (decrease) in cash                                          29,064             (5,901)              98,886

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

CASH, end of period                                             $        98,886    $        52,341  $            98,886
                                                                ===============    ===============  ===================

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 nine months ended
                    November 30, 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 consolidated 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 $2,311 and
          $0 for the nine months ended November 30, 2000 and 1999, respectively.


                                       F-6


<PAGE>




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


(1) Summary of Significant Accounting Principles (Continued)

          f) Foreign  currency  transaction  and translation  gains(losses)  The
          principal  operations  of the  Company  are  located in  France.  On a
          consolidated basis the Company's reporting currency is the US Dollar.

          g) Research & development Research & development expenses are expensed
          in the period incurred.

          h) Interim financial information The consolidated financial statements
          for the nine months ended November 30, 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  nine  months  are not
          indicative of a full year results.

(2)        Stockholders' Equity The Company has authorized  50,000,000 shares of
           $0.0001 par value common stock and  10,000,000  shares of $0.0001 par
           value preferred  stock.  Rights and privileges of the preferred stock
           are to be determined by the Board of Directors prior to issuance. The
           Company had 42,166,000  and no shares of common and preferred  stock,
           respectively,  issued and  outstanding  at November 30, 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.  In October 2000,  the Company
           issued 990,000 shares of common stock in exchange for services valued
           at $232,650.

(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 $551,800, expiring $50,700 and $501,100 at February 28,
           2020 and 2021, respectively.

           The amount recorded as deferred tax assets as of November 30, 2000 is
           $116,000,  which  represents  the  amount of tax  benefit of the loss
           carryforward.  The Company  has  established  a  valuation  allowance
           against  this  deferred  tax asset,  as the Company has no history of
           profitable operations.

(4)        Going  Concern As shown in the  accompanying  consolidated  financial
           statements,  the  Company  incurred  a net loss of  $551,800  for the
           period from June 10, 1998 (Inception)  through November 30, 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 Consolidated 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 November 30, 2000 were $612,928, on a consolidated basis.

           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.


Plan of Operations

           The development process of the Company will involve several steps:

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

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

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


<PAGE>




; 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 November 30, 2000, the Company had assets totaling $130,380 and an
accumulated  net loss of  $551,747.  The increase in the  Company's  accumulated
deficit  is  attributable  to  website  development  costs,  professional  fees,
increased  consulting fees, and increased 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 $94,886, 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.

Net Operating Losses

           The  Company  has net  operating  loss  carry-forwards  of  $551,800,
expiring  $50,700 and $501,100 at February 28, 2020 and 2021  respectively.  The
company   has  a  $116,000   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


<PAGE>



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.

Item 2. Changes in Securities and Use of Proceeds

           In October 2000, the Company issued 990,000 shares of common stock to
various  consultants  as  compensation  for  services to the  Company  valued at
$232,650.

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:




<PAGE>


<TABLE>
<S>            <C>
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)
----------------
</TABLE>

(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.
(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.



     (b)  No Reports on Form 8-K were filed  during the quarter  ended  November
          30, 2000.



<PAGE>



                                   SIGNATURES
                                   ----------

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

                                   BILLYWEB CORP.
                                    (Registrant)


Date:      January 15, 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
   ----                       ---------                    -----

January 15, 2000     By:  /s/ Frederic Richard
                          ------------------------
                          Frederic Richard              President & Director