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, 2001 Commission file no. 0-26329

                                  Billweb 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.)

222 Lakeview Ave., PMB 160
West Palm Beach, FL                                              33401
-------------------------------------------             -----------------------
 (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number: (561) 832-5696


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

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

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


                    Common Stock, $0.0001 par value per share
                  ---------------------------------------------
                                (Title of class)


Copies of Communications Sent to:

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



<PAGE>



     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                  Yes  X                    No
                      ----                     ---

     Of the  4,476,568  shares of voting  common of the  registrant  issued  and
outstanding as of November 30, 2001, non-affiliates own 1,706,568. The aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
(computed by reference to the price at which the common  equity was sold, or the
average bid and asked price of such common  equity) as of November 30, 2001, was
$4,095,763.20  (for  purposes of the  foregoing  calculation  only,  each of the
registrant's officers, directors and ten percent (10%) shareholders is deemed to
be an affiliate)


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






















<PAGE>



<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                           Consolidated Balance Sheets

                                                                          November 30,         February 28,
                                                                              2001                 2001
                                                                       -------------------  ------------------
                                                                           (unaudited)
<S>                                                                    <C>                  <C>
                    ASSETS
CURRENT ASSETS
   Cash                                                                $             8,628  $            2,682
   Accounts receivable                                                                   0              15,521
   Prepaid expenses                                                                      0                 378
                                                                       -------------------  ------------------

     Total Current Assets                                                            8,628              18,581
                                                                       -------------------  ------------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                            3,865               4,017
   Furniture and fixtures                                                           15,240              15,839
   Equipment                                                                        14,930              10,249
                                                                       -------------------  ------------------

      Subtotal property and equipment                                               34,035              30,105
      Less: Accumulated depreciation                                                (8,108)             (3,691)
                                                                       -------------------  ------------------

            Total Property and Equipment                                            25,927              26,414
                                                                       -------------------  ------------------

OTHER ASSETS
   Deposits                                                                          7,325               7,613
                                                                       -------------------  ------------------

            Total Other Assets                                                       7,325               7,613
                                                                       -------------------  ------------------

Total Assets                                                           $            41,880  $           52,608
                                                                       ===================  ==================

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                                      $            13,325  $                0
   Accounts payable                                                                      0              15,318
   VAT taxes payable                                                                   371               7,400
   Accrued expenses                                                                 70,787              21,273
   Demand loan from third party                                                    122,829                   0
                                                                       -------------------  ------------------

     Total Current Liabilities                                                     207,312              43,991
                                                                       -------------------  ------------------

Total Liabilities                                                                  207,312              43,991
                                                                       -------------------  ------------------

Minority Interest in Consolidated Subsidiaries                                           0                   0
                                                                       -------------------  ------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Preferred stock, $0.0001 par value, authorized 10,000,000
    shares; none issued                                                                  0                   0
 Common stock, $0.0001 par value, authorized 50,000,000 shares;
    5,062,912 and 48,356,000 issued and outstanding, respectively                      506               4,836
  Additional paid in capital                                                     1,189,658             930,343
  Stock subscriptions receivable                                                    (9,766)                  0
  Accumulated comprehensive income (loss)                                          (26,074)            (11,638)
  Accumulated deficit                                                           (1,319,756)           (914,924)
                                                                       -------------------  ------------------

     Total Stockholders' Equity (Deficiency)                                      (165,432)              8,617
                                                                       -------------------  ------------------

Total Liabilities and Stockholders' Equity (Deficiency)                $            41,880  $           52,608
                                                                       ===================  ==================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                      Consolidated Statements of Operations
                                   (Unaudited)



                                                                     Three Months Ended             Nine Months Ended
                                                                        November 30,                  November 30,
                                                                ----------------------------- -----------------------------
                                                                     2001           2000          2001           2000
                                                                -------------- -------------- ------------- ---------------
<S>                                                             <C>            <C>            <C>           <C>
Revenues                                                        $       62,105 $            0 $     227,705 $         4,469
                                                                -------------- -------------- ------------- ---------------

Expenses
   General and administrative                                          217,640        312,491       574,164         459,899
   Depreciation                                                          1,746          1,480         4,661           2,311
   Web site development                                                  1,319          9,135        53,712         100,041
                                                                -------------- -------------- ------------- ---------------

       Total expenses                                                  220,705        323,106       632,537         562,251
                                                                -------------- -------------- ------------- ---------------

Net loss before minority interest                                     (158,600)      (323,106)     (404,832)       (557,782)
Minority interest in consolidated subsidiaries net (income) loss             0         42,656             0          56,712
                                                                -------------- -------------- ------------- ---------------

Net loss                                                              (158,600)      (280,450)     (404,832)       (501,070)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                             (6,664)         1,932       (14,435)           (342)
                                                                -------------- -------------- ------------- ---------------

Comprehensive loss                                              $     (165,264)$     (278,518)$    (419,267)$     (501,412)
                                                                ============== ============== ============= ===============
Net loss per weighted average share, basic                      $        (0.03)$        (0.01)$       (0.08)$         (0.01)
                                                                ============== ============== ============= ===============
Weighted average number of shares                                    5,062,912     42,901,577     4,919,927      41,942,224
                                                                ============== ============== ============= ===============
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
          Consolidated Statements of Stockholders' Equity (Deficiency)




                                                                                             Accumulated
                                         Number                       Additional    Stock      Comp.                     Total
                                           of      Preferred  Common    Paid-in     Subs.      Income    Accumulated  Stockholders'
                                         Shares      Stock     Stock    Capital  Receivable    (Loss)      Deficit      Equity
                                       ----------- -------- -------- ---------- ----------- ---------- ------------ -------------
<S>                                      <C>       <C>      <C>      <C>        <C>         <C>        <C>          <C>
BEGINNING BALANCE, 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      (8,742)      (8,742)
                                       ----------- -------- -------- ---------- ----------- ----------- ------------ ------------

BALANCE, February 28, 1999               2,050,000        0      205     59,895           0           0      (8,742)      51,358

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

Net loss                                         0        0        0          0           0           0      (2,900)      (2,900)
                                       ----------- -------- -------- ---------- ----------- ----------- ------------ ------------

BALANCE, February 29, 2000               2,050,000        0      205     59,895           0           0     (11,642)      48,458

Year Ended February 28, 2001:
----------------------------
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    229,834           0           0     (39,035)     193,109
May 2000 - services                      1,900,000        0      190          0           0           0           0          190
May 2000 - stock subscription
           receivable                      150,000        0       15    149,985    (150,000)          0           0            0
June 2000 - stock subscriptions
           received                              0        0        0          0     150,000           0           0      150,000
June 2000 - services                       200,000        0       20    199,980           0           0           0      200,000
July 2000 - minority interest
            of subsidiary                5,000,000        0      500     56,210           0           0           0       56,710
October 2000 - services                    990,000        0       99    232,551           0           0           0      232,650
Other comprehensive income (loss)                0        0        0          0           0     (11,638)          0      (11,638)

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

BALANCE, February 28, 2001              48,356,000        0    4,836    930,343           0    (11,638)   (914,924)        8,617

Nine Months Ended November 30, 2001:
-----------------------------------
(unaudited)
   March 2001 - 1 for 10 reverse split (43,520,399)       0   (4,352)     4,352           0           0           0            0
   Shares issued for cash                  194,539        0       19    218,107           0           0           0      218,126
   Shares issued for services               24,959        0        2     27,091           0           0           0       27,093
   Shares issued for subscription            7,813        0        1      9,765      (9,766)          0           0            0
   Other comprehensive income (loss)             0        0        0          0           0     (14,436)          0      (14,436)
Net loss                                         0        0        0          0           0           0    (404,832)    (404,832)
                                       ----------- -------- -------- ---------- ----------- ----------- ------------ ------------

ENDING BALANCE, November 30, 2001
(unaudited)                              5,062,912 $      0 $    506 $1,189,658 $    (9,766)$   (26,074)$(1,319,756) $  (165,432)
                                       =========== ======== ======== ========== =========== =========== ============ ============
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>


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




                                                                                  2001                     2000
                                                                          ---------------------    --------------------
<S>                                                                       <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                  $            (404,832)   $           (501,070)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services                                                             27,092                 232,650
   Depreciation                                                                           4,566                   2,311
   Minority interest in consolidated subsidiary income (loss)                                 0                (56,712)
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                            14,965                       0
   (Increase) decrease in prepaid expenses                                                  365                     (74)
   (Increase) decrease in deposits                                                            0                  (7,517)
   Increase (decrease) in accounts payable                                              (14,770)                      0
   Increase (decrease) in accrued expenses                                               50,422                   4,000
   Increase (decrease) in VAT payable                                                    (6,764)                      0
                                                                          ---------------------    --------------------

Net cash used by operating activities                                                  (328,956)               (326,412)
                                                                          ---------------------    --------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                    (5,080)                (26,214)
                                                                          ---------------------    --------------------

Net cash used by investing activities                                                    (5,080)                (26,214)
                                                                          ---------------------    --------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                            0                  51,841
   Proceeds from short-term loan                                                        108,756                       0
   Repayment of short-term loan                                                         (33,986)                (60,000)
   Receipt of stock subscriptions by subsidiary                                               0                 240,000
   Stock sold for cash                                                                  218,127                       0
   Receipt of stock subscriptions                                                             0                 150,000
   Increase of bank overdraft                                                            56,820                       0
                                                                          ---------------------    --------------------

Net cash provided by financing activities                                               349,717                 381,841
                                                                          ---------------------    --------------------

Effect of exchange rates on cash                                                         (9,735)                   (151)
                                                                          ---------------------    --------------------

Net increase (decrease) in cash                                                           5,946                  29,064

CASH, beginning of period                                                                 2,682                  69,822
                                                                          ---------------------    --------------------

CASH, end of period                                                       $               8,628    $             98,886
                                                                          =====================    ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Non-Cash Financing Activities:
    Common stock issued to pay accrued expenses                           $                   0    $              3,385
                                                                          =====================    ====================
    Common stock issued for subscription receivable                       $               9,766    $                  0
                                                                          =====================    ====================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements
                  (Information with respect to the nine months
                 ended November 30, 2001 and 2000 is unaudited)


(1)  Summary of Significant Accounting Principles
     TheCompany BillyWeb Corp. 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.

     The  Company's   operations  include  marketing  various  products  via  an
     interactive  web site.  The web site also is used to teach  pre-school  and
     elementary  level children in France how to use the Internet.  The web site
     is based on Billy, an extremely  popular TV celebrity for children  similar
     to Steve of  "Blues  Clues" in the U.S.  Current  activities  also  include
     raising additional equity.

     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.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include the accounts of BillyWeb Corp. and its subsidiaries.  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 $4,661 and $2,311 for the nine months
     ended November 30, 2001 and 2000, respectively.





                                       F-6

<PAGE>



                                 BILLYWEB CORP.
                   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 financial  statements  for the nine
     months  ended  November  30,  2001 and 2000 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 August 31, 2001. On June 10, 1998,  the Company
     issued 1,000,000 shares to its officers for the value of services  rendered
     in connection with the  organization of the Company.  In the second quarter
     of 1998, the Company issued  1,000,000  shares of common stock at $0.01 per
     share for $10,000 in cash. In the third quarter of 1998, the Company issued
     50,000  shares of common  stock at $1.00 per share for $50,000 in cash.  In
     April 2000, the Company issued 13,500 shares of  unrestricted  common stock
     via an S-8  registration  to counsel in  settlement  of accrued  legal fees
     amounting to $3,385.  In May 2000,  two  stockholders  and former  officers
     contributed 1,000,000 shares of common stock back to the Company upon their
     resignations.  In May 2000, the Company  completed a 16 for 1 forward split
     of its common stock. In May 2000, the Company issued  23,100,000  shares to
     acquire BillyWeb Corp.,  (n/k/a Share Exchange Corp.).  In conjunction with
     this  acquisition,  the Company issued  1,900,000 shares of common stock to
     its investment banker for services  rendered,  valued at $190. In May 2000,
     the  Company  issued  150,000  shares of  common  stock in  exchange  for a
     subscription  receivable  of  $150,000 in cash.  In June 2000,  the Company
     received the  subscription  receivable in cash.  In June 2000,  the Company
     issued  200,000  shares of common stock in exchange for services  valued at
     $200,000,  or $1 per share.  In July 2000,  the  Company  issued  5,000,000
     shares of common  stock in exchange for the 22.7% of Share  Exchange  Corp.
     that it did not previously own. In October 2000, the Company issued 990,000
     shares of common stock in exchange for services valued at $232,650.

     In March 2001, the Company completed a 1 for 10 reverse split of its common
     stock. In April and May 2001, 24 stockholders, holding 3,750,660 post split
     shares,  or approximately  78% of the issued and outstanding  common stock,
     signed a lock-up  agreement  further  restricting  their shares from resale
     until June 30, 2003.  During the second and third  quarters of fiscal 2002,
     the Company sold 202,352 shares of restricted  common stock in exchange for
     $218,127 in cash and stock subscriptions of $9,766. The Company also issued
     24,959 shares of restricted common stock for services, valued at $27,092.

(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   $1,320,000,
     expiring  $405,000,  $864,300 and $50,700 at February  28,  2022,  2021 and
     2020, respectively.

     The amount  recorded  as  deferred  tax assets as of  November  30, 2001 is
     $200,000,   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.


                                       F-7

<PAGE>


                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(4)  Going  Concern  As  shown in the  accompanying  financial  statements,  the
     Company incurred a net loss of $1,320,000 for the period from June 10, 1998
     (Inception)  through  November  30,  2001.  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.

(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  Notes  Payable In January  and  February  2000,  the  Company's
     subsidiary received a $60,000 short-term demand loan from a third party, as
     the Company had not received its stock  subscription  receivable timely and
     had let a  contract  for the web site  development.  This note  carried  no
     stated interest. The note was repaid in June 2000.

     During the first and second quarter of 2001, three unrelated parties loaned
     the Company  approximately  $110,000 as short- term,  non-interest  bearing
     demand notes. In September 2001, the Company repaid  approximately  $34,000
     of those notes.  In May 2001,  an unrelated  third party loaned the Company
     $10,000 on a short-term  demand loan bearing 9% interest,  which was repaid
     in July 2001.

(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.



                                       F-8





<PAGE>



Item 2.     Management's Plan of Operation.

General

Plan of Operations

     Billyweb Corp. f/k/a EZ Talk, Inc., a Florida corporation ("Billyweb"),  of
which  ShareExchange Corp. f/k/a Billyweb Corp., a Florida corporation ("SE") is
a wholly owned subsidiary  (collectively the "Company") relied upon Section 4(2)
of the Securities Act of 1933, as amended (the "Act") and Rule 506 of Regulation
D promulgated  thereunder  ("Rule 506") for several  transactions  regarding the
issuance of its  unregistered  securities.  In each instance,  such reliance was
based upon the fact that (i) the issuance of the shares did not involve a public
offering,  (ii) there were no more than  thirty-five  (35) investors  (excluding
"accredited investors"),  (iii) each investor who was not an accredited investor
either alone or with his  purchaser  representative(s)  has such  knowledge  and
experience  in financial  and business  matters that he is capable of evaluating
the merits and risks of the  prospective  investment,  or the issuer  reasonably
believes  immediately  prior to making any sale that such purchaser comes within
this  description,  (iv) the offers and sales were made in compliance with Rules
501 and 502, (v) the securities  were subject to Rule 144  limitations on resale
and (vi) each of the parties was a  sophisticated  purchaser and had full access
to the  information  on the Company  necessary  to make an  informed  investment
decision by virtue of the due diligence  conducted by the purchaser or available
to the purchaser prior to the transaction (the "506 Exemption").

     In September 2001, the Company issued 8,533 shares to Joseph  Trebuchon for
services  rendered to the Company valued at $10,666.25.  For such offering,  the
Company relied upon the 506 Exemption.  No state exemption was necessary, as Mr.
Trebuchon is a French resident.

     In the second and third  quarters  of fiscal  2002,  194,539  shares of the
Company's common stock have been issued and $218,126  received pursuant to seven
(7) stock subscriptions received for an ongoing offering of the Company's common
stock.  For such offering,  the Company relied upon the 506 Exemption.  No state
exemption was required, as all subscribers were foreign residents.

Results of Operations

     The  Company's  plan of  operations  for the next  twelve (12) months is to
continually  refine its strategy for 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.  In addition,  new  revisions to this website have modified its front
page to present  the many  multimedia  choices  surrounding  the world of Billy,
namely Billy TV, Billy Radio,  Billy Land, Billy Find All (search  engine),  Hot
News, Billy Club, Billy Games, Daily Update, Celebrities, etc.


                                        3

<PAGE>



For the Three  Months  Ended  November  30, 2001 & November 30, 2000 and For the
Nine Months Ended November 30, 2001 & November 30, 2000

Financial Condition, Capital Resources and Liquidity

     For the three (3)  months  ended  November  30,  2001 and 2000 the  Company
recorded revenues of $62,100 and $0 respectively.  The increase is primarily due
to operations  continuing to expand.  For the nine (9) months ended November 30,
2001 and 2000 the Company recorded revenues of $227,700 and $4,500 respectively.
The increase is primarily due to increased operations.

     For the three (3) months ended  November 30, 2001 and 2000 the Company had,
on a consolidated  basis,  general and  administrative  expenses of $217,600 and
$312,500 respectively.  The decrease is primarily due to the Company controlling
expenditures  better.  For the nine (9) months ended  November 30, 2001 and 2000
the Company had, on a consolidated basis, general and administrative expenses of
$574,200  and  $460,000   respectively.   The  increase  is  primarily   due  to
expenditures related with the beginning of revenue generating operations.

     For the three (3) months ended  November 30, 2001 and 2000 the Company had,
on a  consolidated  basis,  total  operating  expenses of $220,700  and $323,100
respectively.   The  decrease  is  primarily  due  to  the  Company  controlling
expenditures  better.  For the nine (9) months ended  November 30, 2001 and 2000
the Company had, on a consolidated  basis,  total operating expenses of $632,500
and $562,300 respectively. The increase is primarily due to expenditures related
with the beginning of revenue generating operations.

Net Losses

     For the three (3) months  ended  November  30,  2001 and 2000,  the Company
reported a net loss from operations  excluding currency  translation of $158,600
and $280,500  respectively.  For the nine (9) months ended November 30, 2001 and
2000,  the  Company  reported  a net loss  from  operations  excluding  currency
translation of $404,800 and $501,100 respectively.

Liquidity/Working Capital

     BLWB's working capital is presently  negative  $198,700 and 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.




                                        4

<PAGE>



Net Operating Loss Carry-forwards

     The  Company  has  net  operating  loss   carry-forwards  of  approximately
$1,320,000  expiring  $405,000,  $864,300 and $50,700 at February 28, 2022, 2021
and 2020, respectively.  The company has a $200,000 deferred tax asset resulting
from the loss carry-forwards, for which it has established a one hundred percent
(100%)  valuation  allowance.  The  Company  may  not be able  to  utilize  such
carry-forwards as the Company has no history of profitable operations.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof),  business
strategy,  expansion and growth of the Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the  control of the  Company.  Consequently,  all of the  forward-looking
statements made in this Form 10-QSB are qualified by these cautionary statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected consequence to or effects on the Company or its
business or  operations.  The Company  assumes no obligations to update any such
forward-looking statements.

Employees

     The  Company  intends  to hire new  persons in Europe in order to widen its
marketing worldwide and to ensure the evolution of its entertainment portfolio.

     At November 30, 2001,  the Company had a total of eight (8)  employees,  of
which one (1) was  employed in sales and  marketing,  five (5) were  employed in
product  development,  professional  services,  customer  support  and  internal
operations  support,  and two (2) were  employed in  administration  and finance
which including the sales and marketing employee. Our future performance depends
in  significant  part  upon  the  continued  service  of our key  technical  and
management  personnel,  and our continuing  ability to attract and retain highly
qualified and motivated  personnel in all areas of our  operations.  Competition
for such  personnel is intense.  We provide no assurance  that we can retain key
managerial and technical employees or that we can attract,  assimilate or retain
other  highly  qualified   personnel  in  the  future.  Our  employees  are  not
represented  by a labor union.  We have not  experienced  any work stoppages and
consider our employee relations to be good.


                                        5

<PAGE>



     The Company  will  attempt to maintain  diversity  within its  customer and
advertising base in order to decrease its exposure to downturns or volatility in
any particular market segment. As part of this selection  strategy,  the Company
intends to offer its services to those  consumers and strategic  partners  which
have  a  reputation  for  reputable  dealings  and,  eliminating  customers  and
advertisers that it believes  present a higher credit risk. Where feasible,  the
Company will evaluate  beforehand each customer,  supplier,  partner,  strategic
partner, and advertiser for their creditworthiness.

Research and Development Plans

     For the next three (3)  months  there is not a plan for  funding  extensive
research and development efforts.

Part II

Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults upon Senior Securities

         None.

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

         None.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

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

<TABLE>
<CAPTION>
Item No.          Description
---------         -----------------------------------------
<S>      <C>      <C>
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.
</TABLE>

                                        6

<PAGE>


<TABLE>
<S>      <C>      <C>
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.

23.1     [2]      Consent of Durland & Company, CPAs, P.A.

23.2     [2]      Consent of Mintmire & Associates (contained in Exhibit 5.1).
----------------
</TABLE>

[1]  Originally filed on June 10, 1999 with the Company's Registration Statement
     on Form 10- SB.
[2]  Originally  filed  on  April  28,  2000  with  the  Company's  Registration
     Statement on Form S-8.
[3]  Originally filed on May 16, 2000 with the Company's  Current Report on Form
     8-K.
[4]  Originally  filed on July 17, 2000 with the Company's  Quarterly  Report on
     Form 10QSB.


     (b) No Reports on Form 8-K were filed during the quarter ended November 30,
2001.





                                        7

<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 21, 2002       By: /s/ Frederic Richard
                                ----------------------------------------------
                                Frederic Richard, President & Director

                                By: /s/ Louis Pardau Dit Pardo
                                ----------------------------------------------
                                Louis Pardau Dit Pardo, Secretary & Treasurer





                                        8