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

                                   Form 10-QSB

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

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

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

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

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

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

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

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

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

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

Copies of Communications Sent to:

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



<PAGE>



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

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



<PAGE>



                                     PART I

Item 1. Financial Statements




                          INDEX TO FINANCIAL STATEMENTS



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

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

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

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

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
































                                       F-1

<PAGE>




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




                                                           November 30, 1999    February 28, 1999
                                                          -------------------- --------------------
                                                              (unaudited)
                              ASSETS
<S>                                                       <C>                  <C>
CURRENT ASSETS
  Cash                                                    $             52,341 $             58,242
                                                          -------------------- --------------------
     Total Current Assets                                               52,341               58,242
                                                          -------------------- --------------------

Total Assets                                              $             52,341 $             58,242
                                                          ==================== ====================

       IABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accrued expenses                                         $              3,385 $              6,885
                                                          -------------------- --------------------

     Total Current Liabilities                                           3,385                6,885
                                                          -------------------- --------------------

Total Liabilities                                                        3,385                6,885
                                                          -------------------- --------------------

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, authorized
    10,000,000 shares; none issued                                           0                    0
Common stock, $0.0001 par value, authorized
    50,000,000 shares;  2,050,000
     issued and outstanding                                                205                  205
Additional paid in capital                                              59,895               59,895
Deficit accumulated during the development stage                       (11,144)              (8,743)
                                                          -------------------- --------------------

     Total Stockholders' Equity                                         48,956               51,357
                                                          -------------------- --------------------

Total Liabilities and Stockholders' Equity                $             52,341 $             58,242
                                                          ==================== ====================
</TABLE>















     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>




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



                                                 For the Nine       From June 10, 1998    From June 10, 1998
                                                 Months Ended      (Inception) Through    (Inception) Through
                                              November 30, 1999     November 30, 1998      November 30, 1999
                                             -------------------- ---------------------- ---------------------
<S>                                          <C>                  <C>                    <C>
Revenues                                     $                  0 $                    0 $                   0
                                             -------------------- ---------------------- ---------------------

Expenses
  General and administrative expenses                         265                  1,258                 2,408
  Consulting fees - related party                               0                      0                   100
  Professional fees                                         2,136                      0                 5,251

  Professional fees - related party                             0                      0                 3,385
                                             -------------------- ---------------------- ---------------------


    Total expenses                                          2,401                  1,258                11,144
                                             -------------------- ---------------------- ---------------------

Net loss                                     $             (2,401)$               (1,258)$             (11,144)
                                             ==================== ====================== =====================
Net loss per weighted average share, basic   $               (.00)$                 (.00)$                (.01)
                                             ==================== ====================== =====================
Weighted average number of shares                       2,050,000              1,906,358             2,003,801
                                             ==================== ====================== =====================
</TABLE>











     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>




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



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


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

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

Net loss                                                            0 $         0 $          0 $       (2,401)$        (2,401)
                                                       -------------- ----------- ------------ -------------- ---------------

BALANCE, November 30, 1999 (Unaudited)                      2,050,000 $       205 $     59,895 $      (11,144)$        48,956
                                                       ============== =========== ============ ============== ===============
</TABLE>











     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>




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



                                                                 For the Nine Months    From June 10, 1998    From June 10, 1998
                                                                        Ended           (Inception) Through   (Inception) Through
                                                                  November 30, 1999      November 30, 1998     November 30, 1999
                                                               ----------------------- --------------------- ---------------------
<S>                                                            <C>                     <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                       $                (2,401)$              (1,258)$             (11,144)
Adjustments to reconcile net loss to net cash used for
 operating activities
       Stock issued in lieu of cash - related parties                                0                     0                   100
Change in assets and liabilities
       Increase (decrease) in accrued expenses                                  (3,500)                    0                 3,385
                                                               ----------------------- --------------------- ---------------------

Net cash used by operating activities                                           (5,901)               (1,258)               (7,659)
                                                               ----------------------- --------------------- ---------------------

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

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

Net increase (decrease) in cash                                                 (5,901)               58,742                52,341

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

CASH, end of period                                            $52,341                 $58,742               $52,341
                                                               ======================= ===================== =====================
</TABLE>








     The accompanying notes are an integral part of the financial statements



                                       F-5

<PAGE>






                                  EZ TALK, INC.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                  (Information with respect to the nine months
                     ended November 30, 1999 is unaudited)


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

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

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

         The  financial   statements  have  been  prepared  in  conformity  with
         generally accepted accounting principles.  The financial statements for
         the nine months  ended  November  30, 1999 and for the period from June
         10, 1998  (Inception)  through November 30,1998 include all adjustments
         which in the opinion of management are necessary for fair presentation,
         and such adjustments are of a normal and recurring nature. In preparing
         the financial statements,  management is required to make estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         as of the date of the statements of financial  condition and operations
         for the period then ended. Actual results may differ significantly from
         those estimates.

         The following  summarize the more significant  accounting and reporting
policies and practices of the Company:

         a) Start-up costs Costs of start-up activities,  including organization
         costs,  are  expensed as  incurred,  in  accordance  with  Statement of
         Position (SOP) 98-5.

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

(2)      Stockholders'  Equity The Company has authorized  50,000,000  shares of
         $0.0001 par value  common  stock and  10,000,000  shares of $0.0001 par
         value preferred stock. Rights and privileges of the preferred stock are
         to be determined by the Board of Directors  prior to issuance.  On June
         10, 1998, the Company issued 850,000  founders  shares to its president
         for the value of services  rendered in connection with the organization
         of the Company.  On the same date, the Company issued 150,000  founders
         shares  to its  secretary/treasurer  and  director  for  the  value  of
         consulting services rendered in connection with the organization of the
         Company.  On June 15, 1998, the Company issued 500,000 shares of common
         stock at $0.01 per share for  $5,000  in cash.  On July 15,  1998,  the
         Company  issued  500,000  shares of common stock at $0.01 per share for
         $5,000.  On September  15, 1998,  the Company  issued  50,000 shares of
         common stock at $1.00 per share for $50,000 in cash.

(3)      Income Taxes Deferred income taxes  (benefits) are provided for certain
         income and expenses which are  recognized in different  periods for tax
         and financial  reporting  purposes.  The Company has net operating loss
         carry-forwards for income tax purposes of approximately  $11,144,  with
         $8,743 expiring in 2019, and $2,401 expiring in 2020.

         The amount  recorded as deferred  tax assets as of November 30, 1999 is
         approximately $2,100, which represents the amount of tax benefit of the
         loss  carryforward.  The  Company  has  established  a  100%  valuation
         allowance  against  this  deferred  tax asset,  as the  Company  has no
         history of profitable operations.


                                       F-6

<PAGE>




                                  EZ TALK, INC.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(4)      Going Concern As shown in the accompanying  financial  statements,  the
         Company  incurred  a net loss of $11,144  for the period  from June 10,
         1998 (Inception)  through November 30, 1999. The ability of the Company
         to continue as a going concern is dependent upon commencing  operations
         and  obtaining   additional   capital  and  financing.   The  financial
         statements  do not include any  adjustments  that might be necessary if
         the Company is unable to continue  as a going  concern.  The Company is
         currently   seeking   financing  to  allow  it  to  begin  its  planned
         operations.


                                       F-7

<PAGE>



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

General

         Since  its  inception,  the  Company  has  conducted  minimal  business
operations except for organizational and capital raising activities. The Company
has not realized  significant  revenues since its inception due to the fact that
it has  generally has been  inactive,  having  conducted no business  operations
except  organizational  and fund raising  activities  since its inception.  As a
result,  from inception  (June 10, 1998) through  November 30, 1999, the Company
had no income.  Cumulative  operating  expenses  as of  November  30,  1999 were
$11,144.  The  Company  proposes  to  engage  in the  business  of  distributing
hands-free portable phone speaker systems..

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

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

Plan of Operation

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

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

         The  Company's  objective is to become a dominant  market leader in the

sales of  hands-free  portable  phone speaker  systems,  beginning in Palm Beach
County,  Florida,  (the Southeastern United States),  expanding to New York City



<PAGE>



(the  Northeastern  United  States),  and then to Los  Angeles (Far West  United
States) and,  eventually  throughout the entire United States,  thereafter  into
selected geographical  territories  world-wide.  To achieve this objective,  and
assuming  that  sufficient  operating  capital  becomes  available,  the Company
intends  to: (i)  provide a  comprehensive  hands-free  portable  phone  speaker
packages  with  associated  financing  programs  to both  individuals  and  bulk
purchasers and, (ii) focus initially on Palm Beach County (the Southeastern) and
New York  City(Northeastern)  United  States  markets  which  have  high  growth
opportunities.

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

         For the period  from June 10, 1998  (Inception)  through  November  30,
1999, the Company had a cumulative loss from operations aggregating $11,144.

Financial Condition, Capital Resources and Liquidity

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

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

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

Net Operating Losses

         The  Company  has net  operating  loss  carryforwards  for  income  tax
purposes of $11,144 with $8,743  expiring in 2019, and $2,401  expiring in 2020.
Until the Company's current operations begin to produce earnings,  it is unclear
whether the Company can utilize such carryforwards.

Year 2000 Compliance

         The Year 2000 issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for  1998).  On  January  1,  2000,  any


<PAGE>



clock or date recording  mechanism  including date sensitive software which uses
only two digits to represent  the year,  may  recognize the date using 00 as the
year 1900 rather than the year 2000.  This could  result in a system  failure or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

         The Company did not experience a materially  negative impact during the
Year 2000 date  switch-over  and it has  determined  that  there will be minimal
impact if any to its business,  operations or financial  condition  since all of
the internal  software to be  developed  and utilized by the Company will be and
has been upgraded to support Year 2000 versions.

         There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to rely also will be timely converted or
that any such  failure to convert by another  company  would not have an adverse
affect on the  Company's  systems.  Currently the Company does not rely on other
systems  that might have an adverse  affect on any Company  systems and does not
anticipate any such reliance in the near future.

Forward-Looking Statements

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

PART II

Item 1. Legal Proceedings.

         The Company knows of no legal  proceedings to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.




<PAGE>


Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities
         None

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

         No matter was submitted  during the quarter  ending  November 30, 1999,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8-K

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


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

3(ii).1           Bylaws of EZT

27.1     *        Financial Data Schedule

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

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

*  Filed herewith

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


                                   SIGNATURES
                                   ----------

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

                                   EZ Talk, Inc.
                                   (Registrant)


Date: January 13, 2000              By: /s/ A. Rene Dervaes, Jr.
                                   ------------------------------
                                     A Rene Dervaes, Jr., President

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

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

January 13, 2000         By: /s/ A. Rene Dervaes, Jr.   President & Director
                         ---------------------------
                              A. Rene Dervaes, Jr.


January 13, 2000         By: /s/ Johanna Bonnier        Secretary and Treasurer
                         ---------------------------
                             Johanna Bonnier