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

                                   Form 10-QSB

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

For the quarter ended August 31, 1999
Commission file no. 0-26329

                                  EZ TALK, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

222 Lakeview Avenue, Suite 160-217
West Palm Beach, FL                                         33401
------------------------------------               -----------------------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number:  (561) 832-5699

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

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

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

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:

                                   Donald F. Mintmire
                                   Mintmire & Associates
                                   265 Sunrise Avenue, Suite 204
                                   Palm Beach, FL 33480
                                   Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



         Indicate by Check whether the issuer (1) filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
                    Yes  X              No
                              ---          ---

         As of August 31, 1999,  there are  2,050,000  shares of voting stock of
the registrant issued and outstanding.




<PAGE>



                                     PART I

Item 1.   Financial Statements



                          INDEX TO FINANCIAL STATEMENTS



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

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

Statements of Changes in Stockholders' Equity..............................F-4

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

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





































<PAGE>


<TABLE>
<CAPTION>
                                  EZ TALK, INC.
                        (A Development Stage Enterprise)
                                 Balance Sheets



                                                                      August 31, 1999
                                                                        (Unaudited)      February 28, 1999
                                                                    ------------------- --------------------
                               ASSETS
<S>                                                                 <C>                 <C>
CURRENT ASSETS
  Cash                                                              $            53,692 $             58,242
                                                                    ------------------- --------------------
     Total Current Assets                                                        53,692               58,242
                                                                    ------------------- --------------------

Total Assets                                                        $            53,692 $             58,242
                                                                    =================== ====================

                LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accrued expenses                                                   $             2,495 $6,885
                                                                    ------------------- --------------------

     Total Current Liabilities                                                    2,495                6,885
                                                                    ------------------- --------------------

Total Liabilities                                                                 2,495                6,885
                                                                    ------------------- --------------------

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, authorized 10,000,000
    shares; none issued                                                               0                    0
Common stock, $0.0001 par value, authorized 50,000,000
    shares;  2,050,000 issued and outstanding                                       205                  205
Additional paid in capital                                                       59,895               59,895
Deficit accumulated during the development stage                                 (8,903)              (8,743)
                                                                    ------------------- --------------------

     Total Stockholders' Equity                                                  51,197               51,357
                                                                    ------------------- --------------------

Total Liabilities and Stockholders' Equity                          $            53,692 $             58,242
                                                                    =================== ====================
</TABLE>
















     The accompanying notes are an integral part of the financial statements

                                       F-2


<PAGE>



<TABLE>
<CAPTION>
                                  EZ TALK, INC.
                        (A Development Stage Enterprise)
                            Statements of Operations
                                   (Unaudited)



                                              For the Six Months    From June 10, 1998    From June 10, 1998
                                                    Ended          (Inception) Through    (Inception) Through
                                               August 31, 1999       August 31, 1998        August 31, 1999
                                             -------------------- ---------------------- ---------------------
<S>                                          <C>                  <C>                    <C>
Revenues                                     $                  0 $                    0 $                   0
                                             -------------------- ---------------------- ---------------------

Expenses
  Bank charges                                                  0                      0                    43
  Consulting fees                                               0                      0                    55
  Consulting fees - related parties                             0                    100                   100
  Organization expenses                                       150                      0                   535
  Professional fees                                             0                      0                 6,500

  Transfer agent fees                                          10                      0                 1,670
                                             -------------------- ---------------------- ---------------------

    Total expenses                                            160                    100                 8,903
                                             -------------------- ---------------------- ---------------------

Net loss                                     $               (160)$                 (100)$              (8,903)
                                             ==================== ====================== =====================
Net loss per weighted average share, basic   $              (.000)$                (.000)$               (.004)
                                             ==================== ====================== =====================
Weighted average number of shares                       2,050,000              1,768,293             1,996,756
                                             ==================== ====================== =====================
</TABLE>















     The accompanying notes are an integral part of the financial statements

                                       F-3


<PAGE>


<TABLE>
<CAPTION>
                                  EZ TALK, INC.
                        (A Development Stage Enterprise)
                  Statements of Changes in Stockholders' Equity



                                                                                            Deficit
                                                                                          Accumulated
                                                                           Additional     During the            Total
                                                 Number of      Common      Paid-in       Development       Stockholders'
                                                   Shares        Stock      Capital          Stage             Equity
                                               -------------- ----------- ------------ ----------------- -------------------
<S>                                            <C>            <C>         <C>          <C>               <C>
BEGINNING BALANCE, June 10, 1998 (Inception)                0 $         0 $          0 $               0 $                 0
    June 10, 1998 - services ($0.0001/sh)           1,000,000         100            0                 0                 100
    June 15, 1998 - cash ($0.01/sh)                   500,000          50        4,950                 0               5,000
    July 15, 1998 - cash ($0.01/sh)                   500,000          50        4,950                 0               5,000
    September 15, 1998 - cash ($1.00/sh)               50,000           5       49,995                 0              50,000
servicecashsssssssssssssssss ssssss   (


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

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

Net loss                                                    0 $         0 $          0 $            (160)$              (160)
                                               -------------- ----------- ------------ ----------------- -------------------

BALANCE, August 31, 1999 (Unaudited)                2,050,000 $       205 $     59,895 $          (8,903)$            51,197
                                               ============== =========== ============ ================= ===================
</TABLE>















     The accompanying notes are an integral part of the financial statements

                                       F-4


<PAGE>



<TABLE>
<CAPTION>
                                  EZ TALK, INC.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)



                                                                 For the Six Months     From June 10, 1998    From June 10, 1998
                                                                        Ended           (Inception) Through   (Inception) Through
                                                                   August 31, 1999        August 31, 1998       August 31, 1999
                                                               ----------------------- --------------------- ---------------------
<S>                                                            <C>                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                       $                  (160)$                (100)$              (8,903)
Adjustments to reconcile net loss to net cash used for
development activities
       Stock issued in lieu of cash - related parties                                0                   100                   100
Change in assets and liabilities
       Increase (decrease) in accrued expenses                                  (4,390)                    0                 2,495
                                                               ----------------------- --------------------- ---------------------

Net cash used by operating activities                                           (4,550)                    0                (6,308)
                                                               ----------------------- --------------------- ---------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                          0                10,000                60,000
                                                               ----------------------- --------------------- ---------------------

Net cash provided by financing activities                                            0                10,000                60,000
                                                               ----------------------- --------------------- ---------------------

Net increase (decrease) in cash                                                 (4,550)               10,000                53,692

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

CASH, end of period                                            $                53,692 $              10,000 $              53,692
                                                               ======================= ===================== =====================
</TABLE>









     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>





                                  EZ TALK, INC.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
 (Information with respect to the six months ended August 31, 1999 is unaudited)

(1) Summary of Significant Accounting Principles
     The  Company  EZ  Talk,  Inc.  is a  Florida  chartered  development  stage
     corporation  which conducts  business from its  headquarters in Palm Beach,
     Florida. The Company was incorporated on June 10, 1998.

     The Company has not yet engaged in its expected  operations.  The Company's
     future  operations  will be to  market  a  hands-free  speaker  system  for
     telephones to various consumer groups.  Current  activities include raising
     additional   equity  and  negotiating  with  potential  key  personnel  and
     facilities.

     There is no assurance that any benefit will result from such activities.

     The financial  statements  have been prepared in conformity  with generally
     accepted accounting principles. The financial statements for the six months
     ended  August 31, 1999 and for the period  from June 10,  1998  (Inception)
     through  August  31,1998  include all  adjustments  which in the opinion of
     management are necessary for fair presentation.  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) Start-up costs Costs of start-up activities,  including organization
         costs,  are  expensed as  incurred,  in  accordance  with  Statement of
         Position (SOP) 98-5.

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

(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.  On June 10, 1998, the Company  issued  850,000  founders
     shares to its  president  for the value of services  rendered in connection
     with the organization of the Company.  On the same date, the Company issued
     150,000  founders  shares to its  secretary/treasurer  and director for the
     value of consulting  services  rendered in connection with the organization
     of the Company.  On June 15, 1998,  the Company  issued  500,000  shares of
     common stock at $0.01 per share for $5,000 in cash.  On July 15, 1998,  the
     Company  issued  500,000  shares  of  common  stock at $0.01  per share for
     $5,000.  On September 15, 1998,  the Company issued 50,000 shares of common
     stock at $1.00 per share for $50,000 in cash.

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial   reporting   purposes.   The  Company  has  net  operating  loss
     carry-forwards for income tax purposes of approximately $8,903, with $8,743
     expiring in 2019, and $160 expiring in 2020.

     The amount recorded as deferred tax assets as of August 31, 1999 is $1,752,
     which  represents the amount of tax benefit of the loss  carryforward.  The
     Company has  established a 100% valuation  allowance  against this deferred
     tax asset, as the Company has no history of profitable operations.

(4)  Going  Concern  As  shown in the  accompanying  financial  statements,  the
     Company  incurred a net loss of $8,903 for the  period  from June 10,  1998
     (Inception) through August 31, 1999. 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 is unable to
     continue as a going concern.  The Company is currently seeking financing to
     allow it to begin its planned operations.

                                       F-6


<PAGE>



Item 2.   Management's Discussion and Analysis or Plan of Operation

General

         Since  its  inception,  the  Company  has  conducted  minimal  business
operations except for organizational and capital raising activities. The Company
has not realized  significant  revenues since its inception due to the fact that
it has  generally has been  inactive,  having  conducted no business  operations
except  organizational  and fund raising  activities  since its inception.  As a
result,  from inception (June 10, 1998) through August 31, 1999, the Company had
no income.  Cumulative  operating expenses as of August 31, 1999 were $8,903.00.
The  Company  proposes  to engage in the  business  of  distributing  hands-free
portable phone speaker systems..

         Dervaes  decided to pursue the  distribution  and sale of a  hands-free
portable phone speaker  business via the Company  because of the belief that his
many years of business  experience,  when  combined with Ms.  Johanna  Bonnier's
experience in the marketing and sales of consumer  products,  will allow them to
develop a successful  marketing  and  distribution  company  which will have the
advantages of, among other things, greater availability of capital and potential
for  growth   through  the  vehicle  of  a  public  company  as  compared  to  a
privately-held  company. The time required to be devoted by Dervaes and Bonnier,
to manage the  day-to-day  affairs of the Company is  presently  estimated to be
approximately  five to ten hours per week.  This time  commitment is expected to
increase at such time, if ever, as EZT obtains  sufficient funding with which to
commence the search for a corporate headquarters.

         After  obtaining a license to  distribute a hands-free  portable  phone
speaker  system the Company  will be dependent  upon Mr.  Dervaes to develop the
client  base  with  whom to  place  distribution  agreements.  Mr.  Dervaes  has
extensive business  experience and has managed his own business for the last two
(2) years.  While Mr. Dervaes has been  successful in the past,  there can be no
assurance  that he will be successful in building the client base  necessary for
the successful operation of the Company.

Plan of Operation

         If the Company is unable to generate sufficient revenue from operations
to implement its expansion  plans,  management  intends to explore all available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities offerings.

          Mr.  Dervaes,  at least  initially,  will be  solely  responsible  for
obtaining a license to distribute a hands-free  portable  phone speaker system .
However,  at such  time,  if  ever,  as  sufficient  operating  capital  becomes
available,  Mr.  Dervaes  expects to employ  additional  staffing and  marketing
personnel.  In addition,  the Company expects to  continuously  engage in market
research in order to monitor new market  trends,  seasonality  factors and other
critical information deemed relevant to EZT's business.

         The  Company's  objective is to become a dominant  market leader in the
sales of  hands-free  portable  phone speaker  systems,  beginning in Palm Beach
County,  Florida,(the  Southeastern  United States),  expanding to New York City
(the  Northeastern  United  States),  and then to Los  Angeles(Far  West  United
States) and,  eventually  throughout the entire United States,  thereafter  into
selected geographical  territories  world-wide.  To achieve this objective,  and
assuming  that  sufficient  operating  capital  becomes  available,  the Company
intends to: (i) provide a comprehensive hands-free portable phone speaker


<PAGE>



packages  with  associated  financing  programs  to both  individuals  and  bulk
purchasers and, (ii) focus initially on Palm Beach County (the Southeastern) and
New York  City(Northeastern)  United  States  markets  which  have  high  growth
opportunities.

         Due to the limited  capital  available  to the Company,  the  principal
risks during its initial  marketing phase are that the Company is dependent upon
Mr.  Dervaes'  efforts,  that Mr. Dervaes lacks  experience and that the Company
will not be able to establish a sufficiently profitable client base to establish
the business.

         For the period from June 10, 1998 through  August 31, 1999, the Company
had a cumulative loss from operations aggregating $8,903.00.

Financial Condition, Capital Resources and Liquidity

         The Company has generally been inactive,  having  conducted no business
operations  except   organizational   and  fund  raising  activities  since  its
inception. To date the Company has no products, no customers, no revenues, and a
history of losses. EZT received gross proceeds in the amount of $60,000 from the
sale of  1,050,000  shares  of common  stock,  $.0001  par value per share  (the
"Common Stock"),  in two(2) offerings  conducted pursuant to Section 3(b) of the
Securities  Act of 1933,  as amended (the "Act"),  and Rule 504 of  Regulation D
promulgated  thereunder ("Rule 504").  These offerings were made in the State of
New York and  Florida.  The Company  undertook  its first  offering of shares of
Common  Stock  pursuant to Rule 504 on June 15, 1998 and its second  offering of
shares  of  Common  Stock  pursuant  to  Rule  504  on  September  15,  1998.  A
Confidential Offering Circular was used in connection with these offerings,  and
a summary of the business  plan of the Company was included  with each  Offering
Circular.

         The Company has no potential capital resources from any outside sources
at the current  time.  It is  anticipated  that the Company  will  require  only
nominal  capital  to  maintain  the  corporate  viability  of the  Company.  Any
additional capital needed will most likely be provided by the Company's existing
shareholders or its officers and directors.

         The ability of the Company to continue as a going  concern is dependent
upon the  availability of obtaining  additional  capital and financing from such
shareholders and directors.

Net Operating Losses

         The  Company  has net  operating  loss  carryforwards  for  income  tax
purposes  of  $8,903.00  which  expire  in the years  2019 and  2020.  Until the
Company's current  operations begin to produce  earnings,  it is unclear whether
the Company can utilize such carryforwards.

Year 2000 Compliance

         The Company is currently in the process of evaluating  its  information
technology for Year 2000  compliance.  The Company does not expect that the cost
to modify its information  technology  infrastructure  to be Year 2000 compliant
will be  material  to its  financial  condition  or results of  operations.  The
Company does not  anticipate  any material  disruption  in its  operations  as a
result of any failure by the Company to be in compliance.



<PAGE>



Forward-Looking Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  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

         None

Item 3.           Defaults in Senior Securities

         None

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

         No matter was  submitted  during the quarter  ending  August 31,  1999,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.           Other Information

         None

Item 6.           Exhibits and Reports on Form 8-K


<PAGE>



     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
         S-B, as described in the following index of exhibits,  are incorporated
         herein by reference, as follows:


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

3(ii).1      Bylaws of EZT

27.1     *   Financial Data Schedule

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

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

*        Filed herewith

     (b) No Reports on Form 8-K were filed  during the quarter  ended August 31,
1999.


                                   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.

                              EZ Talk, Inc.
                              (Registrant)


Date: August 15,  1999        By: /s/ A. Rene Dervaes, Jr.
                                 ---------------------------
                              A Rene Dervaes, Jr., President

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

 August 15, 1999          By: /s/ A. Rene Dervaes, Jr.     President & Director
                            ---------------------------
                              A. Rene Dervaes, Jr.


 August 15, 1999         By: /s/ Johanna Bonnier         Secretary and Treasurer
                            ---------------------------
                            Johanna Bonnier