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, 2001
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.)

222 Lakeview Ave., Ste. 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, $.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  5,028,928  shares of voting  common of the  registrant  issued  and
outstanding as of August 31, 2001, non- affiliates own 2,065,601.  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 September 10, 2001, was
$3,098,401  (for  purposes  of  the  foregoing  calculation  only,  each  of the
registrant's  officers,  directors  and  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

                                                                                   August 31,              February 28,
                                                                                      2001                     2001
                                                                                -------------------   ------------------
                                                                                  (unaudited)
<S>                                                                             <C>                   <C>
                                          ASSETS
CURRENT ASSETS
   Cash                                                                         $             3,501   $            2,682
   Accounts receivable                                                                            0               15,521
   Prepaid expenses                                                                             374                  378
                                                                                -------------------   ------------------

     Total Current Assets                                                                     3,875               18,581
                                                                                -------------------   ------------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                                     3,978                4,017
   Furniture and fixtures                                                                    15,685               15,839
   Equipment                                                                                 15,366               10,249
                                                                                -------------------   ------------------

      Subtotal property and equipment                                                        35,029               30,105
      Less: Accumulated depreciation                                                         (6,685)              (3,691)
                                                                                -------------------   ------------------

            Total Property and Equipment                                                     28,344               26,414
                                                                                -------------------   ------------------

OTHER ASSETS
   Deposits                                                                                   7,539                7,613
                                                                                -------------------   ------------------

            Total Other Assets                                                                7,539                7,613
                                                                                -------------------   ------------------

Total Assets                                                                    $            39,758   $           52,608
                                                                                ===================   ==================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                                               $            28,536   $                0
   Accounts payable                                                                               0               15,318
   VAT taxes payable                                                                            381                7,400
   Accrued expenses                                                                          27,922               21,273
   Demand loan from third party                                                             111,690                    0
                                                                                -------------------   ------------------

     Total Current Liabilities                                                              168,529               43,991
                                                                                -------------------   ------------------

Total Liabilities                                                                           168,529               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;
    5,028,928 and 48,356,000 issued and outstanding, respectively                               504                4,836
  Additional paid in capital                                                              1,128,002              930,343
  Stock subscriptions receivable                                                            (76,712)                   0
  Accumulated comprehensive income (loss)                                                   (19,409)             (11,638)
  Accumulated deficit                                                                    (1,161,156)            (914,924)
                                                                                -------------------   ------------------

     Total Stockholders' Equity (Deficiency)                                               (128,771)               8,617
                                                                                -------------------   ------------------

Total Liabilities and Stockholders' Equity (Deficiency)                         $            39,758   $           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                  Six Months Ended
                                                                  August 31,                         August 31,
                                                      ---------------------------------- ----------------------------------
                                                            2001             2000              2001             2000
                                                      ---------------- ----------------- ---------------- -----------------
<S>                                                   <C>              <C>               <C>              <C>
Revenues                                              $        114,272 $           4,469 $        165,600 $           4,469
                                                      ---------------- ----------------- ---------------- -----------------

Expenses
   General and administrative                                   81,284           117,290          356,524           147,408
   Depreciation                                                  1,540               797            2,915               831
   Web site development                                         36,544             1,696           52,393            90,906
                                                      ---------------- ----------------- ---------------- -----------------

       Total expenses                                          119,368           119,783          411,832           239,145
                                                      ---------------- ----------------- ---------------- -----------------

Net loss before minority interest                               (5,096)         (115,314)        (246,232)         (234,676)
Minority interest in consolidated
     subsidiaries net (income) loss                                  0                 3                0            14,056
                                                      ---------------- ----------------- ---------------- -----------------

Net loss                                                        (5,096)         (115,311)        (246,232)         (220,620)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                     (6,470)            1,079           (7,771)           (2,273)
                                                      ---------------- ----------------- ---------------- -----------------

Comprehensive loss                                    $        (11,566)$        (114,232)$       (254,003)$        (222,893)
                                                      ================ ================= ================ =================
Net loss per weighted average share, basic            $          (0.01)$          (0.01) $          (0.05)$           (0.01)
                                                      ================ ================= ================ =================
Weighted average number of shares                            4,903,969        42,166,000        4,877,998        38,332,652
                                                      ================ ================= ================ =================
</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


Six Months Ended August 31, 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                 100,189          0       10     100,179          0            0           0       100,189
   Shares issued for services              16,426          0        2      16,424          0            0           0        16,426
   Shares issued for subscription          76,712          0        8      76,704    (76,712)           0           0             0
   Other comprehensive income (loss)            0          0        0           0          0       (7,771)          0        (7,771)
Net loss                                        0          0        0           0          0            0    (246,232)     (246,232)
                                      ----------- ---------- -------- ----------- ---------- ------------ ----------- -------------

ENDING BALANCE, August 31, 2001
(unaudited)                             5,028,928 $        0 $    504 $ 1,128,002 $  (76,712)$    (19,409)$(1,161,156)$    (128,771)
                                      =========== ========== ======== =========== ========== ============ =========== =============
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>


<TABLE>
<CAPTION>
                                 BILLYWEB CORP.
                      Consolidated Statements of Cash Flows
                            Six Months Ended May 31,
                                   (Unaudited)



                                                                                2001                 2000
                                                                          ----------------    ----------------
<S>                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                  $       (246,232)   $       (220,620)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services - related parties                                           0                   0
   Stock issued for services                                                        16,426                   0
   Depreciation                                                                      2,915                 831
   Minority interest in consolidated subsidiary income (loss)                            0             (14,056)
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                       14,786                   0
   (Increase) decrease in prepaid expenses                                               0                (947)
   (Increase) decrease in deposits                                                       0               7,517
   Increase (decrease) in accounts payable                                         (14,593)                  0
   Increase (decrease) in accrued expenses                                           6,597              31,590
   Increase (decrease) in VAT payable                                               (6,683)                  0
                                                                          ----------------    ----------------

Net cash used by operating activities                                             (226,784)           (195,685)
                                                                          ----------------    ----------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                               (5,019)            (20,252)
                                                                          ----------------    ----------------

Net cash used by investing activities                                               (5,019)            (20,252)
                                                                          ----------------    ----------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                       0              51,841
   Proceeds from short-term loans                                                  107,453                   0
   Repayment of short-term loan                                                          0             (60,000)
   Receipt of stock subscriptions by subsidiary                                          0             240,000
   Stock sold for cash                                                             100,189                   0
   Receipt of stock subscriptions                                                        0             150,000
   Increase of bank overdraft                                                       27,240                   0
                                                                          ----------------    ----------------

Net cash provided by financing activities                                          234,882             381,841
                                                                          ----------------    ----------------

Effect of exchange rates on cash                                                    (2,260)              1,975
                                                                          ----------------    ----------------

Net increase (decrease) in cash                                                        819             167,879

CASH, beginning of period                                                            2,682              51,841
                                                                          ----------------    ----------------

CASH, end of period                                                       $          3,501    $        219,720
                                                                          ================    ================

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                       $         76,712    $              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 three months
                  ended August 31, 2001 and 2000 is unaudited)


(1) Summary of Significant Accounting Principles
     The  Company  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 $2,915 and
          $831 for the six months ended August 31, 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 six
          months  ended August 31, 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 six months are not  indicative  of a full
          year results.

(2)       Stockholders'  Equity The Company has authorized  50,000,000 shares of
          $0.0001 par value  common stock and  10,000,000  shares of $0.0001 par
          value  preferred  stock.  Rights and privileges of the preferred stock
          are to be determined by the Board of Directors prior to issuance.  The
          Company had  42,166,000  and no shares of common and preferred  stock,
          respectively,  issued and  outstanding at August 31, 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  quarter of fiscal 2002,  the Company  sold  176,901  shares of
          restricted  common  stock in exchange for $100,189 in cash and a stock
          subscription  of $76,712.  The Company  also issued  16,426  shares of
          restricted common stock for services, valued at $16,426.

(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  $1,161,000,
          expiring $254,000, $864,300 and $50,700 at February 28, 2022, 2021 and
          2020, respectively.

          The amount  recorded as  deferred  tax assets as of August 31, 2001 is
          $175,000,  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 $1,161,000 for the period from June 10,
          1998  (Inception)  through August 31, 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,  two  related  parties
          loaned the Company approximately $110,000 as short-term,  non-interest
          bearing demand 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.

(8) Subsequent Events
          a)  Stockholders'  equity In  September  2001,  the  Company  received
          $76,712 in cash for the stock subscription receivable.

                                       F-8



<PAGE>



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

General

Plan 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.


Results of Operations

     For the Six Months Ending August 31, 2001 & August 31, 2000

     Financial Condition, Capital Resources and Liquidity

     For the six months  ending  August 31, 2001 and 2000 the  Company  recorded
revenues of $165,600 and $4,469  respectively.  The increase is primarily due to
the Company increasing operations. For the six months ending August 31, 2001 and
2000 the Company had total salary expenses of $95,700 and $64,000 respectively.

     For the six months ending  August 31, 2001 and 2000,  the Company had, on a
consolidated  basis,  general  and  administrative   expenses  of  $356,500  and
$147,400, respectively. The increase of $209,100 is due primarily to the Company
expanding its operations.

     For the six months  ending  August 31, 2001 and 2000,  the Company had on a
consolidated basis total operating expenses of $411,800 and $239,100.

Net Losses

     For the six months ending August 31, 2001 and 2000, the Company  reported a
net loss from operations excluding currency translation of $246,200 and $220,600
respectively. The decrease in net losses is the result of revenues increasing.


Liquidity/Working Capital

     BLWB's working capital is presently  negative  $165,000 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.

Net Operating Loss Carry-forwards

     The  Company  has  net  operating  loss   carry-forwards  of  approximately
$1,161,000  expiring  $254,000,  $864,300 and $50,700 at February 28, 2022, 2021
and 2020, respectively. The company has a $175,000 deferred tax asset


<PAGE>



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.

Financial Condition, Capital Resources and Liquidity

     At August  31,  2001,  the  Company  had  assets  totaling  $40,000  and an
accumulated  net loss of $1,161,000.  The increase in the Company's  accumulated
deficit is  attributable to website  development  costs and  professional  fees.
Since the Company's inception, it has received $310,200 in cash as consideration
for the  issuance  of shares of  Common  Stock.  The  Company's  subsidiary  has
received  $390,000 in cash as consideration for the issuance of shares of common
stock.

Results of Operations

     For the Three Months Ending August 31, 2001 & August 31, 2000

     Financial Condition, Capital Resources and Liquidity

     For the three months ending  August 31, 2001 and 2000 the Company  recorded
revenues of $114,000 and $4,500  respectively.  The increase is primarily due to
the Company expanding operations.

     For the three months ending August 31, 2001 and 2000, the Company had, on a
consolidated basis, general and administrative expenses of $81,300 and $117,300,
respectively.   The  decrease  of  $36,000  is  due  primarily  to  the  Company
controlling its expenses.

     For the three months ending August 31, 2001 and 2000,  the Company had on a
consolidated basis total operating expenses of $119,400 and $119,800.

Net Losses

     For the three months ending August 31, 2001 and 2000, the Company  reported
a net loss from operations excluding currency translation of $5,100 and $115,300
respectively. The decrease in net losses is the result of revenue increasing.

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.





<PAGE>



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 August 31,  2001,  the  Company had a total of seven (7)  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.

     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  months  there  is not a plan  for  funding  extensive
research and development efforts.


Part II

Item 2. Changes in Securities and Use of Proceeds

     During the second  quarter of fiscal 2002,  the Company sold 176,901 shares
of  restricted  common  stock  in  exchange  for  $100,189  in cash  and a stock
subscription  of $76,712.  The Company also issued  16,426  shares of restricted
common  stock for  services,  valued at $16,426.  Item 3.  Defaults  upon Senior
Securities

         None

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

         None

Item 5. Other Information

Business Developments

     BillyWeb has recently expanded its activities in multiple areas :

     From Television  Shows and  Interactive  Live Events to  Merchandising  and
Music Production, From France, to Europe and soon to the United States

     For international  development a constantly growing family of 3D characters
is  designed  to evolve and appear in TV  entertainment  productions  as well as
educational programs.




<PAGE>



Multimedia Production


     The core activity of the Company is the production of content for teenagers
in all  formats.  With an  extended  expertise  on the  target  market,  and the
presence of diverse television shows in France over the past two years, Billyweb
gained a strategic position in the fields of television production for kids.

TV Shows currently on air :

     - IAP IAP, a monthly  prime-time 52 minutes show for teens  (8-14),  IAPIAP
(say Yipi-yap) is the leading show in France on this target audience, and has no
equivalent.  Broadcast  on Canal J for more than a year,  IAPIAP is helping this
young  cable TV to become the number one  channel  for kids,  in front of Disney
Channel and Fox Kids. IAPIAP is a  multi-broadcast  program and is aired 6 times
in a month.

     -"Ya pas photo",  a 90 minute  bi-monthly  show,  on TF1,  European  leader
channel, is a talk-show, with a large and diverse audience, currently cumulating
30% market shares.  Aired for more than a year, this program is dedicated to the
family and its related problems and interests.

     -  "Drole  de  Petits  Champions  " is a 90  minute  monthly  show  on TF1,
prime-time,  starring  Billy as THE host for kids.  The  concept  of the show is
simple:  young guests are presented to the audience by Billy,  and express their
very special skills in any field of activity, and sometimes compete with adults,
stars and athletes for the best and victory! It has met with Huge success on TF1
capturing a 40% global market share.

     - Hypernet , a 3 minutes  daily show on TF1,  prime-time,  right before the
8.00 pm evening  news,  with an audience  exceeding 7.4 million  people.  A very
fast,  moving and shaking program zapping the multimedia  world,  aiming at kids
and family.

     Thanks to the  above  productions,  Billyweb  is an  undisputed  television
success story.  The company owns all rights and copyrights on shows and concepts
and now starts to adapt and develop them for other territories.

     All the  concepts  are  developed  to be sold to  local  and  international
television networks,  as well as broadcast over the internet on Billyweb.tv,  as
soon as the number of broadband users allows a massive distribution (2 years).

52 Episodes 3D-Animation TV Series : Alien TV.

     A recent and promising  co-production  development  has  developed  between
TF1/Protecrea and Billyweb Corp.

     TF1 is the First  European TV network,  and signed with our company a 50/50
co-production  deal, with pre-financed  budget reaching 10 Million US$. Alien TV
is the first 3D full  animation  signed by TF1, a 52 episodes 13" length series,
designed to be sold and broadcast on international markets.

     TF1 International will be responsible of the commercial development of this
project,  all revenues  being  equally  shared  between TF1 and  Billyweb.  This
co-production is an outstanding deal, involving our company, TF1 and a reference
technical partner : AVID-SOFTIMAGE, world leader in animation technologies, that
is  providing  us  latest  technologies  and  hardware,  technical  support  and
assistance  platform,  making this production a key factor in the development of
animation technologies.

     AVID-SOFTIMAGE, which capital is partially owned by Microsoft will guaranty
the technical  capacity and the highest technical  standards for the productions
of our animation series.

TV Shows Under Development :

     Billyweb  Adventures is a new TV concept in which Billy is the kids special
correspondent through Internet fast connections and international network.



<PAGE>



     This show is a constant  connection to the web. In his travels,  Billy will
always  carry  along his  portable  computer  for help and  assistance  from the
Billyweb cyber characters, as the action unfolds before the spectators eyes. The
3D animated cyber characters Billyweb,  Sharkee, Buggy and others will jump into
the action and  volunteer  hints,  tips and advice to Billy and to the  audience
about where and what to find on the web that is directly related to the topic of
the  show.  For  instance,  related  topics  could  include  a lead on the sites
covering  the   firefighters   of  the  world,   the  training  and   enrollment
requirements, firefighter uniforms, the acts that save lives, etc.

     Billyweb Show is currently being  negotiated with Canal J, as a an adequate
addition to the existing show IAPIAP already starring Billy, and with the active
participation of several kids placed in a cyber universe hosted by Billy and all
the cyber 3-D characters.

     A  competition  between two opposing  schools or teams,  every day over the
course of a week,  during fifteen  minutes of airtime is the initial  concept of
this production.

     One theme per weekday will be chosen in order to avoid repetitiveness.  The
constant interaction of cyber elements will maximize the quality of the concept.
The opposing  teams will rely on 2 cyber-pal  challengers in each class who will
remain at the school site and assist their respective jousting teams via web cam
connection.  They will have at their disposal all available  research tools that
the school has to offer in order to assist their team.

     A constant link with the web site, as well as special promotion,  accesses,
games  and clues  will  lead  kids to  constantly  interact  with  Internet  and
massively connect to the web site.

     The fast changing of Media structures in France and Europe,  as well as the
merging of biggest groups (Vivendi Universal is a good example) give to Billyweb
the opportunities for new and fast developments ; Knowing that,  Billyweb TV has
the potential to become the first  teenager TV network,  to be aired at the same
time on satellite, cable and Internet broadband.  Negotiations have started with
Vivendi  Universal,   that  also  bought  Canal+  and  CanalSatellite,   and  is
restructuring the whole group.

     The aim of such a  development  is to rapidly  fill the gap existing in the
Media offer for young teen-agers (9 to 13 years old) : They directly switch from
Disney Channel and Fox Kids (5 to 11 y/o) to MTV, Viva or MCM.

     The  emergence of a new medium  directly  targeting  the 9-13 y/o age group
appears to be a logical result of the fast  transformation  of young  consumers=
behaviors.  According to the most recent studies (see annex), this age group has
an increased  buying power,  and leading control over household  buying process,
therefore are of high interest for all advertisers.

     As a result of this  evolution,  maximized  sources of advertising  will be
generated.


Radio Productions

Radio Capsules

     Starting in september, NRJ, European leader radio network on teen-agers and
young adults will broadcast a 1.30 minute Billyweb capsule of daily  information
linked with the Internet and technology, hosted by Billy.

     The  capsules  will be  aired on the  Internet,  on  nrj.fr,  as well as on
Billyweb.com

     In addition to this, Billy has a special weekly report, on Diora, the first
Internet radio network in France.

Merchandising



<PAGE>



     The  global   Billyweb   concept  is  aimed  at  maximizing   merchandising
exploitation.  The extensive use of virtual animated characters will allow us to
change and increase the number of products very quickly.

     In order to  capture  audience,  and keep  stong  interest  alive,  two new
characters of the "Billyweb Family" are developed every month.  Currently twelve
characters, fully animated, and broadcast-quality ready are available.

     The Billy 3D animated  cartoon  characters  have been introduced with great
success to the French and the International  public at the annual Christmas show
at the Elys[THETA]e Palace and the Cannes International Film Festival 2000.

     Highly profitable developments of toys and games will insure high return on
invest.

The Company has already developed :

     Billyweb  Master  with  Hasbro : A  platform  game,  a sort of mix  between
Monopoly and Trivial Pursuit.

     Some technological toys, with Yaboom, such as :

FM Mike & Glowing Necklaces

     High tech and fun, the Billy Mikes are glowing in the dark,  and allow kids
to send their voice wirelessly over the radio.

     The  Lumino  are  lighted  necklaces  in  the  shape  of  the  3D  Billyweb
characters.  The technology is patented by Yaboom Inc, our development  partner.
The  miniatures  are  equipped  with a tiny light  generator  that is powered by
batteries. The life of the battery is 32 hours long.

     A whole set of more traditional  products are already  available in diverse
sizes and colors :

Plush Toys

     In development, and soon available in retail shops :

     MP3 players, Webcams and exclusive headphones


Manufacturing

     In order to develop its line of products quickly,  Billyweb Corporation has
formed a strategic  alliance with the company  Yaboom Inc., a toy  manufacturing
company  headquartered in Hong Kong. This strategic  alliance allows Billyweb to
produce  an  original  and  exclusive  line of  toys.  We are now in  production
process.

Distribution

     Billyweb is benefiting from the long term existence of Yaboom on the market
and its  strategic  alliances  with  Toymax in the US to quickly  penetrate  the
market, and reach a high-level of distribution rapidly.

     For the game  "Billyweb  Master",  Billyweb  corp  will  use the  excellent
distribution of Hasbro worldwide.

     In addition,  Billyweb is negotiating  in France a strategic  alliance with
Leclerc  Distribution,  one of the 4 leading  distribution  networks  in France.
Since 3 years Leclerc has created a video reference  catalog for Christmas toys,
seen by almost 2  million  people  every  year.  Billy  will  possibly  host the
presention  of this 52  minutes  video  show,  and in that case  Billyweb  would
produce it (an additional 7 Million FF of turn-over)





<PAGE>



Interactive Shows

     Billyweb signed a strategic alliance with small high tech company Cyberact,
and  developed its own  technological  process of live  animations.  This allows
full3D  live  and  interactive  animation  of  multiple  characters  and a  very
cost-effective  approach,  with a drastic  70%  reduction  of  animation  costs,
compared to long time existing process known as "motion capture".

     Thanks to this  technical  capacities,  and visual  enhancements,  Billy is
actively  promoting the Billyweb concept through live interactive  presentations
that include prestigious national events :

-    Lighting  of  the  Christmas  Tree  of  the  French  "White   House",   The
     Elys[THETA]es.


In 2000 and 2001.

-    Yellow Coins  fundraising for Children  Hospitals,  with French First Lady,
     and multiiawarded Olympic Champion David Douillet in 2000, 2001

-    Web Tourism Trophies 2000" held in December 2000.

-    Young Chefs de France Contest, Elior Graine De Chef 2001


Music Production

Two licensing contracts have already been signed :

-    Universal Music in France
-    Attitude  Records/  Universal UK, for a synchronized  release in France and
     UK.

     Universal  Music  represents 50% of the sales of records in France,  and is
obviously  leader in its  category.  It  signed a  licensing  agreement  for the
distribution  over Europe of the single and many remixes of  "Supersonic"  . The
video,  mixing real and virtual  world is a great window of  visibility  for all
merchandising  items and  animated  characters.  It is the most  advanced  video
production to date.

     Universal and Attitude are currently  releasing this first single,  and put
maximum media pressure to make it a summer hit single.

     A unique video,  mixing real 35mm motion  picture,  in the line of "The 5th
Element" and "StarGate", and very high quality 3D animation [alpha] la Toy Story
has been  produced  and will be aired on  European  Music  Television  Networks,
starting August 1st 2001.

     To come next "Alien Xmas", a Christmas  song written by Desmond Child,  top
five American songwriter,  to be released in December,  and a full album for the
beginning of the year.

     Lincensing  agreements are pending for Spain, Italy, and the United States,
with major record label.


Publishing

     Michel Lafon for the book "Les Perles de l=Internet" by Billy. Michel Lafon
is one of the 5 biggest books  publishers in France.  First book signed by Billy
has been launched in libraries on the 1st of February 2001.

     Second  book  "Stars & Internet " by Billy will be  launched  in  September
2001.



<PAGE>



     Already  generating  substantial  revenues,  the  publishing  aspect of the
corporation  will become an even more  important  source of income for Billyweb.
The published  products (CD ROMs, books,  CD=s) can be directly sold by Billyweb
Corporation or sold in large quantities to distributors,  such as Universal that
pay a royalty fee per unit sold to Billyweb Corporation.

Audiotel: Billyweb Hotline

     The principle is simple,  by dialing a telephone  number the public will be
able to listen to and even  interact  with Billy over the  telephone.  This will
provide  yet  another  means  of  additional  income.  Will  start in May with a
licensing  agreement  with 1,2,3  Multimedia  leading  corporation in France for
Audiotel marketing.

Financial Products : BillyywebCard(c)

     As the result of a strategic  alliance  with COVEFI BANK,  the first French
Direct  Bank,  a  subsidiary  of "Les 3 Suisses",  direct  catalog  distribution
network,  BillywebCard  is a  complete  set of  financial  tools for  pre-teens,
teenagers ande adults.

Today, Already 3  types of saving accounts are available :

     Waza Account,  SuperWaza ,and  MegaWazae  According to age of the consumer,
each accounts gives an outstanding  remuneration of 4.75% net to 5.25% brut, and
different types of cards :

-    a Visa Card after 16 y/o.
-    an instant Debit Card after 12 y/o.
-    a vocal  controlled and activated  card, to access  accounts,  balances and
     special offers as well as BillywebClub from 6 y/o and up.

     Each account opened,  each card edited and every transaction  completed are
subjected to royalties payments and interests for Billyweb Corp.

     Very soon, new financial  products,  such as scholarship  insurance will be
offered to our young customers.

On-line Business

Production of on-line Games

     Billyweb corp.  currently  developed  many games and all editorial  content
available on its web site. We will soon sell this expertise to other  companies,
including our strategic partners TF1/prot[THETA]cr[THETA]a, and develop specific
games as well as content  for their  on-line  sites and  Business  to  Consumers
promotional needs.

Informational Database / Trends & Interests

     This  activity,  projected to start by the end of 2001,  is the core of the
website strategy. Our partners will benefit from statistical information tracked
by Billyweb  Corp on trends and interests of children.  In  compliance  with the
strictest  regulations on privacy and children  protection,  we will not sell or
reveal our client  database  to any  outside  organization,  no matter  what the
situation. Our partners will only be provided with market trends and tendencies,
and a day-to-day update of the behavioral patterns of the target market.

Video Capsule Production

     Our  video-production  team will allow companies with web sites to purchase
short video format  presentations,  ready to  broadcast  and  compressed  in all
existing formats, hosted by Billy, to use on their site.



<PAGE>



This concept, tested during the Cannes Festival, proved to be very successful.
Billy stars in the video and interviews movie, TV and music stars. General
portal sites that are in need of content will be the first target market.
Emphasis will also be placed on broadcasting and family sites.


Audio Capsule Production

     Audio  capsules  are the audio  version  of the video  capsules.  Faster to
produce,  the audio capsules are less  expensive,  100 US$ each for the standard
format and 200 US $ each, for the customized format.

E-commerce

     By the end of 2001,  the Billyweb  online store will be  accessible  from a
unique  address,  separate from  billyweb.com.  Customers will be able to by the
latest products, video games, gaming systems, DVDs, CDs, clothing, etc


Web Site Presentation

Home Page

     The front page of the site is mirroring the multimedia  characteristics  of
Billyweb.  The front page presents the 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.

Billyweb.tv

     Billyweb.tv is a  site-within-a  site,  entirely  video-based,  centered on
Billy. Billy=s cyber name, Billyweb, is the co-host for the site, along with the
other cyber  characters of the Billyweb  world.  Pursuing the development of its
multimedia content and aware of its duty to be ahead of the market, Billyweb has
just registered the Billyweb.tv address. The name of its upcoming webcast site.

         Search Engine

     More than 200 sites are divided in 14  categories  selected for content and
quality by Billy's  editorial  team.  All sites are  continuously  monitored and
modified.  Each site is rated and a selection of the best sites is marked with a
Billygold.  The semantic  search engine is in development.  Once finalized,  the
Internauts  will be able to receive an intelligent and targeted  answer,  edited
for content to any general question they may ask.

         Billy Club & Virtual Community

     The Fan clube.  For Billy and the  Virtual  characterse  Entirely  in flash
technology,  this is the most  interactive  part of the site,  filled  with chat
rooms and forums.

     The BillyClub  members have access to their  piggybank of BillyPoints  they
earn by playing on-line,  and also  participating in polls,  surveys and quizzes
throughout the site. The BillyPoints are redeemable for many presents, gifts and
awards.

         Games

     Billy Games is entirely  dedicated  to games,  without  editorial  content.
Classified by theme, you can find more than 20 games,  changing according to the
weeks and  months,  each of them with  special  prizes and  rewardse  80% of our
members go mostly in this area of our site.




<PAGE>



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

Item No.  Description
------------------------------------------
<TABLE>
<S>       <C>
2.1       AGREEMENT between EZTALK, INC., (n/k/a BILLYWEB CORP.), a Florida corporation, and
          the SHAREHOLDERS of BILLYWEB CORP., (n/k/a SHARE EXCHANGE CORP.) a Florida
          corporation. ("BILLYWEB")(4)

3.1       Articles of Incorporation of EZ Talk, Inc.  filed June 11, 1998 with an effective date of June 10,
          1998 (filed electronically as Exhibit 3(i).1 with original filing on June 10, 1999)(1)

3.2       Bylaws of EZ Talk, Inc. (filed electronically as Exhibit 3(ii)with original filing on June 10,
          1999)(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 August 31,
2001.




<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:    October 15, 2001        By:       /s/ Louis Pardo
                                          --------------------------------
                                          Louis Pardo, Secretary & Director


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


   Date                     Signature                Title
   ----                       ---------              -----

October 15, 2001      By:  /s/ Louis Pardo
                           --------------------
                           Louis Pardo               Secretary & Director