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:  May 31, 2004

Commission File No.:  0-26329

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

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

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

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


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

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

Copies of Communications Sent to:

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






<PAGE>







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

                Yes [X] No [_]



     There  were  45,080,687  shares of voting  common  stock of the  registrant
issued and outstanding as of May 31, 2004.








<PAGE>




                                     Part I

Item 1. Financial Statements

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





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

Consolidated Statements of Operations and Comprehensive Income (Loss)........F-3

Consolidated Statements of Stockholders' Equity (Deficiency).................F-4

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

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














                                                                             F-1

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                           Consolidated Balance Sheets

                                                               May 31,       February 29,
                                                                2004            2004
                                                            --------------   -------------
                                                              (unaudited)
<S>                                                         <C>              <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                     $       69,676   $      30,788
   Accounts receivable                                              92,192          92,192
   VAT taxes receivable                                             11,916          11,983
   Prepaid expenses                                                      0               0
                                                            --------------   -------------

     Total Current Assets                                          173,784         134,963
                                                            --------------   -------------

PROPERTY AND EQUIPMENT
   Land deposit                                                     36,738          37,253
   Furniture and fixtures                                           20,973          18,466
   Equipment                                                        20,179          18,339
                                                            --------------   -------------

      Subtotal property and equipment                               77,890          74,058
      Less: Accumulated depreciation                               (24,517)        (20,095)
                                                            --------------   -------------

            Total Property and Equipment                            53,373          53,963
                                                            --------------   -------------

OTHER ASSETS
   Deposits                                                         39,712          42,786
                                                            --------------   -------------

            Total Other Assets                                      39,712          42,786
                                                            --------------   -------------

Total Assets                                                $      266,869   $     231,712
                                                            ==============   =============

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                         $       28,583   $      28,921
   Accrued expenses                                                598,884         492,493
 Accrued salaries                                                    8,751           7,314
                                                            --------------   -------------

     Total Current Liabilities                                     636,218         528,728
                                                            --------------   -------------

Total Liabilities                                                  636,218         528,728
                                                            --------------   -------------

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; 44,960,532 and 5,393,033 issued and outstanding,         4,496             539
  Additional paid in capital                                     5,473,067       3,206,690
  Accumulated comprehensive income (loss)                          (10,989)        (15,901)
  Stock subscriptions receivable                                         0               0
  Accumulated deficit                                           (5,835,923)     (3,488,344)
                                                            --------------   -------------

     Total Stockholders' Equity (Deficiency)                      (369,349)       (297,016)
                                                            --------------   -------------

Total Liabilities and Stockholders' Equity (Deficiency)     $      266,869   $     231,712
                                                            ==============   =============
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                                                             F-2

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Operations
                           Three Months Ended May 31,
                                   (Unaudited)


                                                                     2004              2003
                                                               ---------------- ------------------

<S>                                                            <C>              <C>
REVENUES                                                       $              0 $                0
                                                               ---------------- ------------------

EXPENSES
   General and administrative                                           128,408             34,728
   Officer salaries                                                       5,262                  0
   Other salaries                                                             0                  0
   Consulting fees                                                    2,209,618             57,720
   Depreciation                                                           4,328              1,451
   Professional fees                                                          0             90,722
   Web site development                                                       0                  0
                                                               ---------------- ------------------

       Total operating expenses                                       2,347,616            184,621
                                                               ---------------- ------------------

Operating income (loss)                                              (2,347,616)          (184,621)

OTHER INCOME (EXPENSE)
   Interest income                                                           37                  0
   Foreign currency transaction gain (loss)                                   0                  0
                                                               ---------------- ------------------

        Total other income (expense                                          37                  0
                                                               ---------------- ------------------

Net loss before minority interest                                    (2,347,579)          (184,621)
Minority interest in consolidated subsidiaries
        net (income) loss                                                     0                  0

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                               4,912            106,799
                                                               ---------------- ------------------




Comprehensive loss                                             $     (2,342,667)$          (77,822)
                                                               ================ ==================
Net loss per weighted average share, basic                     $          (0.05)$            (0.04)
                                                               ================ ==================
Weighted average number of shares                                    44,945,222          5,262,528
                                                               ================ ==================
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                                                             F-3

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)


                                                   Number                               Additional       Stock
                                                     of        Preferred     Common      Paid-in         Subs.
                                                   Shares        Stock       Stock       Capital      Receivable
                                               -------------- ------------ ---------- -------------- -------------
<S>                                              <C>          <C>          <C>        <C>            <C>
BEGINNING BALANCE, Feb 29, 2000                     2,050,000 $          0 $      205 $       59,895 $           0

   April 2000 - accrued expenses                       13,500            0          1          3,384             0
   May 2000 - common stock contributed             (1,000,000)           0       (100)           100             0
   May 2000 - 16 for 1 forward split               15,952,500            0      1,596         (1,596)            0
   May 2000 - reverse merger                       23,100,000            0      2,310        229,833             0
   May 2000 - services                              1,900,000            0        190              0             0
   May 2000 - stock subscription receivable           150,000            0         15        149,985      (150,000)
   June 2000 - stock subscriptions received                 0            0          0              0       150,000
   June 2000 - services                               200,000            0         20        199,980             0
   July 2000 - minority interest of subsidiary      5,000,000            0        500         56,210             0
   October 2000 - services                            990,000            0         99        232,551             0
   Other comprehensive income (loss)                        0            0          0              0             0
Net loss                                                    0            0          0              0             0
                                               -------------- ------------ ---------- -------------- -------------
BALANCE, February 28, 2001                         48,356,000            0      4,836        930,342             0
   March 2001 - 1 for 10 reverse split            (43,520,399)           0     (4,352)         4,352             0
   Shares issued for cash                             226,426            0         23        280,129             0
   Shares issued for services                          24,969            0          2         27,091             0
   Other comprehensive income (loss)                        0            0          0              0             0
Net loss                                                    0            0          0              0             0
                                               -------------- ------------ ---------- -------------- -------------
BALANCE, February 28, 2002                          5,086,996            0        509      1,241,914             0
   Shares issued for cash                              10,858            0          1         33,119             0
   April 2002 - 1 for 10 reverse split             (4,581,795)           0       (458)           458             0
   Shares issued to pay accrued expenses            1,080,000            0        108        134,892             0
   Shares issued to settle short-term debt            864,000            0         86        107,914             0
   Shares issued for stock subscriptions rec.         800,000            0         80         99,920      (100,000)
   Shares issued for services                       1,969,784            0        197        984,695             0
   Stock subscription received                              0            0          0              0       100,000
   Shares issued for cash                              32,685            0          3        114,397             0
   Other comprehensive income (loss)                        0            0          0              0             0
Net loss                                                    0            0          0              0             0
                                               -------------- ------------ ---------- -------------- -------------
ENDING BALANCE, February 28, 2003                   5,262,528            0        526      2,717,309             0
   Shares issued for services                          34,316            0          3        128,682             0
   Shares issued for cash                              96,189            0         10        360,699             0
   Other comprehensive income (loss)                        0            0          0              0             0
Net loss                                                    0            0          0              0             0
                                               -------------- ------------ ---------- -------------- -------------
ENDING BALANCE, February 29, 2004                   5,393,033            0        539      3,206,690             0
    Forward split - 8 for 1                        37,751,231            0      3,775         (3,775)            0
   Shares issued for services                       1,721,043            0        172      2,153,631             0
   Shares issued for cash                              93,225            0          9        116,522             0
   Other comprehensive income (loss)                        0            0          0              0             0
Net loss                                                    0            0          0              0             0
                                               -------------- ------------ ---------- -------------- -------------
ENDING BALANCE, May 31, 2004,
(unaudited)                                        44,958,532 $          0 $    4,496 $    5,473,068 $           0
                                               ============== ============ ========== ============== =============
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                                                             F-4


<PAGE>







<TABLE>
<CAPTION>
                                 Poseidis, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)
                                  (continued)

  Accumulated
     Comp.                            Total
     Income        Accumulated    Stockholders'
     (Loss)          Deficit          Equity
---------------- --------------- ----------------
<S>              <C>             <C>
$              0 $       (11,541)$         48,559

               0               0            3,385
               0               0                0
               0               0                0
               0         (39,033)         193,110
               0               0              190
               0               0                0
               0               0          150,000
               0               0          200,000
               0               0           56,710
               0               0          232,650
         (11,638)              0          (11,638)
               0        (864,247)        (864,247)
---------------- --------------- ----------------
         (11,638)       (914,821)           8,719
               0               0                0
               0               0          280,152
               0               0           27,093
          (7,688)              0           (7,688)
               0        (473,928)        (473,928)
---------------- --------------- ----------------
         (19,326)     (1,388,749)        (165,652)
               0               0           33,120
               0               0                0
               0               0          135,000
               0               0          108,000
               0               0                0
               0               0          984,892
               0               0          100,000
               0               0          114,400
          (2,609)              0           (2,609)
               0      (1,305,971)      (1,305,971)
---------------- --------------- ----------------
         (21,935)     (2,694,720)           1,180
               0               0          128,685
               0               0          360,709
           6,034               0            6,034
               0        (793,520)        (793,520)
---------------- --------------- ----------------
         (15,901)     (3,488,240)        (296,912)
               0               0                0
               0               0        2,153,803
               0               0          116,531
           4,912               0            4,912
               0      (2,347,579)      (2,347,579)
---------------- --------------- ----------------

$        (10,989)$    (5,835,819)$       (369,244)
================ =============== ================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                                                            F-4a

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Cash Flows
                           Three Months Ended May 31,
                                   (Unaudited)



                                                                                2004               2003
                                                                        -----------------    ---------------
<S>                                                                     <C>                  <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                $      (2,347,579)   $      (184,621)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services                                                    2,153,804                  0
   Depreciation                                                                     4,328              1,451
   Minority interest in consolidated subsidiary income (loss)                           0                  0
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                           0                  0
   (Increase) decrease in prepaid expenses                                              0                  0
   (Increase) decrease in deposits                                                  2,473                  0
   Increase (decrease) in accounts payable                                             95                  0
   Increase (decrease) in accrued expenses                                         54,081             81,754
   Increase (decrease) in accrued salaries                                          1,533
   Increase (decrease) in VAT receivable                                              (99)                 0
                                                                        -----------------    ---------------

Net cash used by development activities                                          (131,364)          (101,416)
                                                                        -----------------    ---------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                   0                  0
                                                                        -----------------    ---------------

Net cash used by investing activities                                                   0                  0
                                                                        -----------------    ---------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                      0                  0
   Proceeds from short-term loans                                                       0                  0
   Repayment of short-term loan                                                         0                  0
   Stock sold for cash                                                            116,531                  0
   Receipt of stock subscriptions                                                       0                  0
   Increase of bank overdraft                                                           0                  0
                                                                        -----------------    ---------------

Net cash provided by financing activities                                         116,531                  0
                                                                        -----------------    ---------------

Effect of exchange rates on cash                                                   53,721            101,137
                                                                        -----------------    ---------------

Net increase (decrease) in cash                                                    38,888               (279)

CASH, beginning of period                                                          30,788            116,412
                                                                        -----------------    ---------------

CASH, end of period                                                     $          69,676    $       116,133
                                                                        =================    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Non-Cash Financing Activities:
    Common stock issued to pay accrued expenses                         $               0    $             0
                                                                        =================    ===============
    Common stock issued to settle short-term debt                       $               0    $             0
                                                                        =================    ===============
    Common stock issued for stock subscriptions receivable              $               0    $             0
                                                                        =================    ===============
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                                                             F-5

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements
                  (Information with respect to the three months
                    ended May 31, 2004 and 2003 is unaudited)

(1)  Summary of Significant Accounting Principles
     The  Company  Poseidis,  Inc.  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.  and on August 28,  2002,  to Poseidis,
     Inc.

     The Company's  operations have been to secure a "source" of natural mineral
     water in France,  and  negotiating  with  several  entities to  construct a
     bottling plant.

     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. In December 2002, the Company placed
     SARL BillyWeb in bankruptcy  under French law. The Company  recorded a gain
     of $12,700 as a result of this.  In April 2003,  the Company  created a new
     wholly owned subsidiary, Poseidis, SAS, under French law.





                                                                             F-6

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles
     On March  18,  2003,  the  Company  formed a  subsidiary  under the laws of
     France,  Poseidis, SAS. 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 Poseidis, Inc. and its subsidiaries. Inter- company
     balances and transactions have been eliminated.

     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 $1,451 and $1,556 for the three months
     ended May 31, 2003 and 2002, respectively.

     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.

     h) Interim  financial  information  The financial  statements for the three
     months  ended  May  31,  2004  and  2003  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 three 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 May 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


                                                                             F-7

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(2)  Stockholders'  Equity (continued)
     amounting to $3,385.  In May 2000,  two  stockholders  and former  officers
     contributed 1,000,000 shares of common stock back to the Company upon their
     resignations.  In May 2000, the Company  completed a 16 for 1 forward split
     of its common stock. In May 2000, the Company issued  23,100,000  shares to
     acquire BillyWeb Corp.,  (n/k/a Share Exchange Corp.).  In conjunction with
     this  acquisition,  the Company issued  1,900,000 shares of common stock to
     its investment banker for services  rendered,  valued at $190. In May 2000,
     the  Company  issued  150,000  shares of  common  stock in  exchange  for a
     subscription  receivable  of  $150,000 in cash.  In June 2000,  the Company
     received the  subscription  receivable in cash.  In June 2000,  the Company
     issued  200,000  shares of common stock in exchange for services  valued at
     $200,000,  or $1 per share.  In July 2000,  the  Company  issued  5,000,000
     shares of common  stock in exchange for the 22.7% of Share  Exchange  Corp.
     that it did not previously own. In October 2000, the Company issued 990,000
     shares of common stock in exchange for services valued at $232,650.

     In March 2001, the Company completed a 1 for 10 reverse split of its common
     stock. In April and May 2001, 24 stockholders, holding 3,750,660 post split
     shares,  or approximately  78% of the issued and outstanding  common stock,
     signed a lock-up  agreement  further  restricting  their shares from resale
     until June 30, 2003.  During the second and third  quarters of fiscal 2002,
     the Company sold 226,436 shares of restricted  common stock in exchange for
     $280,151 in cash.  The  Company  also issued  24,969  shares of  restricted
     common stock for services, valued at $27,092.

     In April 2002, the Company completed a second 1 for 10 reverse split of its
     common  stock.  In May 2002,  the  Company  agreed to convert  $108,000  of
     short-term debt into 864,000 shares of common stock,  restricted under Rule
     144 plus one  additional  year of  restriction.  In May 2002,  the  Company
     agreed to convert $135,000 of accrued consultant fees into 1,080,000 shares
     of common  stock,  restricted  under Rule 144 plus one  additional  year of
     restriction.   In  May  2002,  the  Company  issued   1,969,784  shares  of
     unrestricted  common  stock  under  an S-8  registration  in  exchange  for
     services  valued at  $984,892.  In May 2002,  the Company  received a stock
     subscription receivable for $100,000 in cash in exchange for 800,000 shares
     of common  stock,  restricted  under Rule 144 plus one  additional  year of
     restriction.  In October 2002,  the Company sold 6,971 shares of restricted
     common  stock in  exchange  for  $24,375 in cash,  or $3.50 per  share.  In
     January  2003,  the Company sold 25,714  shares of common stock in exchange
     for $90,000 in cash, or $3.50 per share.

     In fiscal 2004,  the Company sold 96,189 shares of common stock in exchange
     for $360,709 in cash, or $3.75 per share.  In fiscal 2004, the Company also
     issued  34,316 shares of  restricted  common stock for services,  valued at
     $128,685, or $3.75 per share. In fiscal 2005, the Company issued 37,751,231
     shares of common stock to  effectuate an 8 for 1 forward  split.  In fiscal
     2005,  the Company  sold  93,225  shares of common  stock in  exchange  for
     $116,531 in cash,  or $1.25 per share.  In fiscal  2004,  the Company  also
     issued 1,721,043 shares of restricted common stock for services,  valued at
     $2,153,803, or $1.25 per share.

(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   $5,835,900,
     expiring $2,347,600,  $793,500, $1,306,000,  $474,000, $864,300 and $50,700
     at February 28, 2025, 2024, 2023,  2022, 2021 and 2020,  respectively.  The
     amount  recorded  as deferred  tax asset as of May 31, 2004 is  $2,334,400,
     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-8

<PAGE>


                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(4)  Going  Concern  As  shown  in  the  accompanying   consolidated   financial
     statements,  the Company  incurred a net loss of $5,835,900  for the period
     from June 10, 1998  (Inception)  through May 31,  2004.  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.

     In April 2002, the Company  recognized that its plan was not progressing as
     it  had  hoped.  The  Company  elected  to  lay  off  virtually  all of its
     employees,  and pare expenses as dramatically as possible. It then was able
     to convert its short-term debt and accrued  consulting fees into restricted
     common  stock.  It raised an  additional  $215,000 in cash which,  with its
     accounts  receivable,  when collected,  will cover its expenses through the
     fourth quarter of fiscal 2004.

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

     During the first and second quarter of 2001, three unrelated parties loaned
     the Company  approximately  $110,000 as short-term,  non- interest  bearing
     demand notes. In September 2001, the Company repaid  approximately  $34,000
     of those notes.  In May 2001,  an unrelated  third party loaned the Company
     $10,000 on a short-term  demand loan bearing 9% interest,  which was repaid
     in July 2001.  In the fourth  quarter of fiscal 2002,  an  unrelated  third
     party loaned the Company $32,000 on a short-term  demand loan. In May 2002,
     the Company agreed to convert the $108,000  remaining  balance into 864,000
     shares of restricted common stock.



                                                                             F-9
<PAGE>



Item 2. Management's Discussion and Analysis

Discussion and Analysis

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology;  and other factors  referenced in this and previous  filings.  Given
these uncertainties, readers of this Form 10-QSB and investors are cautioned not
to  place  undue  reliance  on  such  forward-looking  statements.  The  Company
disclaims any obligation to update any such factors or to publicly  announce the
result of any  revisions to any of the  forward-  looking  statements  contained
herein to reflect future events or developments.

Poseidis,  Inc. f/k/a BillyWeb Corp.  f/k/a/ EZ Talk,  Inc. (the  "Company") was
organized  under the laws of the State of Florida on June 10, 1998.  The Company
was  originally  organized  for the  purpose  of  engaging  in the  business  of
selling/marketing a universal, hands-free mobile speaker for mobile phones.

In May 2000,  however,  the Company changed its business plan in connection with
the  acquisition  of  Billyweb  Corp.  to  fulfill  the  perceived   demand  for
Interactive  accessing of the internet.  The Company was named after an animated
character, Billy, which was created by Billy Web Corp. which was to be used as a
Disney  star and  Disney  Club  show host in  partnership  with  Fprod  Fenomen.
However, in September 2002, the Company abandoned this business plan as well. In
connection  with the  abandonment of its business plan, the Company  changed its
name to its  current  name,  Poseidis,  Inc.  In December  2002,  SARL  Billyweb
Entertainment,  a wholly-owned subsidiary of the Company engaged in its old line
of business, filed for bankruptcy protection under French law.

The Company's new business plan is the commercial and industrial exploitation of
a natural  mineral water spring called La Troliere Spring located in the village
of Theneuille,  Allier Department,  Canton Cerilly,  in the region of one of the
largest natural forests in France.



                                       12
<PAGE>



In that regard, the Company  incorporated  Poseidis,  SAS under French corporate
law as a  wholly-owned  subsidiary in  Theneuille,  France in April 2003 for the
purpose of establishing a manufacturing  facility to exploit the spring.  At the
same time,  a twenty year lease was  purchased  by  Poseidis,  SAS,  granting it
exclusive right to exploit the spring.  Additionally,  it purchased equipment to
be used in  connection  with  exploitation  of the  spring  and the  results  of
significant research already conducted at the site.  Commercial  exploitation of
the spring is not expected before the second half of 2005.

The Company  maintains its executive offices at 222 Lakeview Ave., PMB 160, West
Palm Beach, FL 33401,  Telephone:  (561) 832-5696 and an operating office at Les
Sourdinieres, 03350 Theneuille, France, Telephone: 011-33-1-44-86-00-41.


Results of Operations For the Three Months Ended May 31, 2004 and 2003.

Financial Condition, Capital Resources and Liquidity

For the three months ended May 31, 2004 and 2003 the Company  recorded  revenues
of $0 and $0  respectively.  The  Company  has no  ongoing  business  generating
revenues.

For the three  months  ended May 31, 2004 and 2003 the Company  paid  consulting
fees of $2,209,618 and $57,720 respectively.

For the three  months  ended May 31, 2004 and 2003 the Company had  professional
fees in the amount of $0 and $90,722.

For the  three  months  ended  May 31,  2004  and  2003 the  Company  had,  on a
consolidated basis, general and administrative  expenses of $128,408 and $34,728
respectively.

For the  three  months  ended  May 31,  2004  and  2003 the  Company  had,  on a
consolidated   basis,  total  operating  expenses  of  $2,347,616  and  $184,621
respectively.

Net Losses

For the three  months  ended May 31, 2004 and 2003,  the Company  reported a net
loss from operations of $2,347,579 and $184,621 respectively.

Liquidity/Working Capital

At May 31,  2004,  the  Company  had cash of $69,676 as  compared  to $30,788 at
February  28,  2004.  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.




                                       13
<PAGE>



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  $5,835,900
expiring $2,347,600,  $793,500,  $1,306,000,  $474,000,  $864,300 and $50,700 at
February 28, 2025, 2024, 2023,  2022, 2021 and 2020,  respectively.  The Company
has a $2,334,400 deferred tax asset resulting from the loss carry-forwards,  for
which it has established a one hundred percent (100%) valuation  allowance.  The
Company  may not be able to utilize  such  carry-forwards  as the Company has no
history of profitable operations.

Employees

At May 31,  2004,  the  Company  had one (1)  part-time  employee.  The  Company
anticipates  that it will rely greatly on the management  skills of its officers
Louis Pardo and Bernard Bouveret.

Research and Development Plans

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

Item 3. Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10- QSB, that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

     (i) this Quarterly Report on Form 10-QSB contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading  with respect to the period covered by this Quarterly  Report on Form
10-QSB, and

     (ii) the financial statements,  and other financial information included in
this Quarterly  Report on Form 10-QSB,  fairly present in all material  respects
the financial condition,  results of operations and cash flows of the Company as
of, and for, the periods presented in this Quarterly Report on Form 10-QSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.




                                       14
<PAGE>



                                     Part II

Item 2. Changes in Securities and Use of Proceeds

During  the months of April and May 2004 the  Company  issued a total of 521,043
shares of restricted,  unregistered common stock for services rendered valued at
$651,303, and a total of 93,225 shares of restricted,  unregistered common stock
for cash  proceeds  in the amount of  $116,531  in order to  support  short-term
working  capital  requirements.  The  Company  relied upon  Section  4(2) of the
Securities  Act of 1933,  as amended,  and Rule 506 of  Regulation D promulgated
thereunder.  This transaction did not involve a public offering, was exempt from
registration and all such shares were issued to foreign  residents and citizens.
In addition,  in May 2004, the Company issued a total of 1,200,000 shares of its
restricted,  unregistered  common stock for  services  valued at  $1,500,000  to
Global  Ideas,  Inc.,  a domestic  corporation,  in order to support  short-term
working  capital  requirements.  The  Company  relied upon  Section  4(2) of the
Securities  Act of 1933,  as amended,  and Rule 506 of  Regulation D promulgated
thereunder.  This  transaction  did not involve a public offering and was exempt
from registration.


Item 3. Defaults upon Senior Securities

None.


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

None.


Item 5. Other Information

None.


Item 6. Exhibits and Reports on Form 8-K

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







                                       15
<PAGE>


Index to Exhibits

Item No.         Description
---------        -----------------------------------------
2.1        [3]  Share Exchange Agreement between the Company, Billyweb Corp. and
                the shareholders of Billyweb Corp. dated May 15, 2000.

3(i).1     [1]  Articles of Incorporation filed June 11, 1998.

3(i).2     [4]  Articles  of   Amendment  to  the   Articles  of   Incorporation
                changing name to Billyweb Corp. filed May 3, 2000.

3.2        [1]  Bylaws.

5.1        [2]  Opinion of Mintmire & Associates.

10.1       [2]  EZ Talk, Inc. Employee/Consultant Stock Compensation Plan.

10.2       [4]  Partnership Contract with Alidoo RCS Paris.

10.3       [4]  Contract for Trading Content with Eurekan Multimedia, SA.

10.4       [4]  Contract for Trading Content with Quelm.

10.5            [5] Lease of real property and exploitation rights between
                Christian Bertheir and Poseidis SAS dated April 10, 2003.

10.6       [5]  Sale of real  property  from  Jacques  Annet  Paul  to  Poseidis
                SAS dated March 26, 2003.

31.1        *   Section 302 Certification by  Chief  Executive Officer and Chief
                Financial Officer.

32.1        *   Sarbanes-Oxley  Certification  by  Chief  Executive  Officer and
                Chief Financial Officer.
----------------


*    Filed herewith.

[1]  Originally filed on June 10, 1999 with the Company's Registration Statement
     on Form 10-SB.
[2]  Originally  filed  on  April  28,  2000  with  the  Company's  Registration
     Statement on Form S-8.
[3]  Originally filed on May 16, 2000 with the Company's  Current Report on Form
     8-K.
[4]  Originally  filed on July 17, 2000 with the Company's  Quarterly  Report on
     Form 10QSB.
[5]  Originally  filed on June 17, 2003 with the Company's Annual Report on Form
     10KSB.





                                       16
<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.

                                 Poseidis, Inc.
                                  (Registrant)



Dated:  July 19, 2004

                            By:/s/ Louis Pardau Dit Pardo
                            -------------------------------------------------
                            Louis Pardau Dit Pardo, President and Director












                                       17