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, 2002
Commission file no.: 0-26329

                                  Billweb Corp.
               --------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

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

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

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

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

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

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


Copies of Communications Sent to:

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



<PAGE>



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

                        Yes  X        No
                           ----          ---

     There were 5,086,996 shares of voting common stock of the registrant issued
and outstanding as of May 31, 2002.





<PAGE>



PART I







                   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>
                                 BILLYWEB CORP.
                           Consolidated Balance Sheets

                                                                                   May 31, 2002         February 28, 2002
                                                                                --------------------   -------------------
                                                                                 (unaudited)
<S>                                                                             <C>                    <C>
                                 ASSETS
CURRENT ASSETS
   Cash                                                                         $                747   $             1,382
   Accounts receivable                                                                       116,843               113,956
   VAT taxes receivable                                                                        2,345                 2,162
   Prepaid expenses                                                                              384                   354
                                                                                --------------------   -------------------

     Total Current Assets                                                                    120,319               117,854
                                                                                --------------------   -------------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                                      4,077                 3,757
   Furniture and fixtures                                                                     16,077                14,817
   Equipment                                                                                  15,751                14,516
                                                                                --------------------   -------------------

      Subtotal property and equipment                                                         35,905                33,090
      Less: Accumulated depreciation                                                         (11,892)               (9,451)
                                                                                --------------------   -------------------

            Total Property and Equipment                                                      24,013                23,639
                                                                                --------------------   -------------------

OTHER ASSETS
   Deposits                                                                                    7,728                 7,122
                                                                                --------------------   -------------------

            Total Other Assets                                                                 7,728                 7,122
                                                                                --------------------   -------------------

Total Assets                                                                    $            152,060   $           148,615
                                                                                ====================   ===================

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                                               $             50,108   $            20,671
   Accounts payable                                                                           16,984                15,653
   Accrued expenses                                                                           64,487               170,141
   Demand loan from third party                                                                    0               107,905
                                                                                --------------------   -------------------

     Total Current Liabilities                                                               131,579               314,370
                                                                                --------------------   -------------------

Total Liabilities                                                                            131,579               314,370
                                                                                --------------------   -------------------

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;
                 and 5,086,996 issued and outstanding, respectively                              522                   509
  Additional paid in capital                                                               2,578,538             1,241,914
  Accumulated comprehensive income (loss)                                                     (6,866)              (19,326)
  Stock subscriptions receivable                                                            (100,000)                    0
  Accumulated deficit                                                                     (2,451,713)           (1,388,852)
                                                                                --------------------   -------------------

     Total Stockholders' Equity (Deficiency)                                                  20,481              (165,755)
                                                                                --------------------   -------------------

Total Liabilities and Stockholders' Equity (Deficiency)                         $            152,060   $           148,615
                                                                                ====================   ===================
</TABLE>


    The accompanying notes are an integral part of the financial statements


                                       F-2


<PAGE>

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






                                                                                       2002             2001
                                                                                ----------------- ------------------
<S>                                                                             <C>               <C>
REVENUES                                                                        $               0 $           51,328
                                                                                ----------------- ------------------

EXPENSES
   General and administrative                                                              25,786             42,822
   Officer salaries                                                                             0             10,737
   Other salaries                                                                           4,886             44,434
   Consulting fees                                                                      1,025,708              4,151
   Depreciation                                                                             1,556              1,375
   Professional fees                                                                        4,234                  0
   Web site development                                                                         0             15,849
                                                                                ----------------- ------------------

       Total operating expenses                                                         1,062,170            119,368
                                                                                ----------------- ------------------

Operating income (loss)                                                                (1,062,170)           (68,040)

OTHER INCOME (EXPENSE)
   Interest expense                                                                          (691)                 0
   Foreign currency transaction gain (loss)                                                     0                  0
                                                                                ----------------- ------------------

        Total other income (expense                                                          (691)                 0
                                                                                ----------------- ------------------
Net loss before minority interest                                                      (1,062,861)           (68,040)
Minority interest in consolidated subsidiaries net (income) loss                                0                  0

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                                                12,460             (1,301)
                                                                                ----------------- ------------------

Comprehensive loss                                                              $      (1,050,401)$          (69,341)
                                                                                ================= ==================
Net loss per weighted average share, basic                                      $           (0.38)$            (0.01)
                                                                                ================= ==================
Weighted average number of shares                                                       2,776,499         41,835,601
                                                                                ================= ==================
</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              Total
                                                  Number                      Additional   Stock    Comp.                 Stock-
                                                    of   Preferred Common    Paid-in      Subs.   Income     Accumulated holders'
                                                  Shares    Stock    Stock     Capital Receivable  (Loss)      Deficit    Equity
                                              ----------- ------ -------  ---------- ---------- -------- ------------ -----------
<S>                                           <C>         <C>    <C>      <C>        <C>        <C>      <C>          <C>
BEGINNING BALANCE,
February 29, 2000                               2,050,000 $    0 $   205  $   59,895 $        0 $      0 $    (11,644)$    48,456

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     229,833          0        0      (39,033)    193,110
   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     930,342          0  (11,638)    (914,924)      8,616

Year Ended February 28, 2002:
----------------------------
   March 2001 - 1 for 10 reverse split        (43,520,399)     0  (4,352)      4,352          0        0            0           0
   Shares issued for cash                         226,426      0      23     280,129          0        0            0     280,152
   Shares issued for services                      24,969      0       2      27,091          0        0            0      27,093
   Other comprehensive income (loss)                    0      0       0           0          0   (7,688)           0      (7,688)

Net loss                                                0      0       0           0          0        0     (473,928)   (473,928)
                                              ----------- ------ -------  ---------- ---------- -------- ------------ -----------

BALANCE, February 28, 2002                      5,086,996      0     509   1,241,914          0  (19,326)  (1,388,852)   (165,755)

Three Months Ended May 31, 2002:
-------------------------------
(unaudited)
   Shares issued for cash                           3,887      0       0       8,745          0        0            0       8,745
   April 2002 - 1 for 10 reverse split         (4,581,795)     0    (458)        458          0        0            0           0
   Shares issued to pay accrued expenses        1,080,000      0     108     134,892          0        0            0     135,000
   Shares issued to settle short-term debt        864,000      0      86     107,914          0        0            0     108,000
   Shares issued for stock subscriptions rec.     800,000      0      80      99,920   (100,000)       0            0           0
   Shares issued for services                   1,969,784      0     197     984,695          0        0            0     984,892
   Other comprehensive income (loss)                    0      0       0           0          0   12,460            0      12,460
Net loss                                                0      0       0           0          0        0   (1,062,861) (1,062,861)
                                              ----------- ------ -------  ---------- ---------- -------- ------------ -----------
ENDING BALANCE, May 31, 2002
(unaudited)                                     5,222,872 $    0 $   522  $2,578,538 $ (100,000)$ (6,866)$ (2,451,713)$    20,481
                                              =========== ====== =======  ========== ========== ======== ============ ===========
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>


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



                                                                                       2002                     2001
                                                                                --------------------     -------------------
<S>                                                                             <C>                      <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $         (1,062,861)    $           (68,040)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services                                                                 984,892                       0
   Depreciation                                                                                1,556                   1,375
   Minority interest in consolidated subsidiary income (loss)                                      0                       0
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                                      0                  (8,022)
   (Increase) decrease in prepaid expenses                                                         0                 (10,000)
   (Increase) decrease in deposits                                                                 0                       0
   Increase (decrease) in accounts payable                                                         0                  (9,821)
   Increase (decrease) in accrued expenses                                                    44,816                    (507)
   Increase (decrease) in VAT payable                                                              0                  (1,080)
                                                                                --------------------     -------------------

Net cash used by development activities                                                      (31,597)                (96,095)
                                                                                --------------------     -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                              0                  (3,504)
                                                                                --------------------     -------------------

Net cash used by investing activities                                                              0                  (3,504)
                                                                                --------------------     -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                                 0                       0
   Proceeds from short-term loans                                                                  0                  77,954
   Repayment of short-term loan                                                               (4,279)                      0
   Stock sold for cash                                                                             0                       0
   Receipt of stock subscriptions                                                                  0                       0
   Increase of bank overdraft                                                                 26,316                  21,612
                                                                                --------------------     -------------------

Net cash provided by financing activities                                                     22,037                  99,566
                                                                                --------------------     -------------------

Effect of exchange rates on cash                                                               8,925                  (2,649)
                                                                                --------------------     -------------------

Net increase (decrease) in cash                                                                 (635)                 (2,682)

CASH, beginning of period                                                                      1,382                   2,682
                                                                                --------------------     -------------------

CASH, end of period                                                             $                747     $                 0
                                                                                ====================     ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Non-Cash Financing Activities:
    Common stock issued to pay accrued expenses                                 $            135,000     $                 0
                                                                                ====================     ===================
    Common stock issued to settle short-term debt                               $            108,000     $                 0
                                                                                ====================     ===================
    Common stock issued for stock subscriptions receivable                      $            100,000     $                 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 May 31, 2002 and 2001 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 $1,556 and $1,375 for the three months
     ended May 31, 2002 and 2001, 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 three
     months  ended  May  31,  2002  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 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
     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 loc-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  24,959  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.



                                       F-7

<PAGE>



                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(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   $2,452,000,
     expiring  $1,063,000,  $864,300 and $50,700 at February 28, 2022,  2021 and
     2020, respectively.

     The amount  recorded as deferred tax assets as of May 31, 2002 is $981,000,
     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.

(4)  Going  Concern  As  shown  in  the  accompanying   consolidated   financial
     statements,  the Company  incurred a net loss of $1,389,000  for the period
     from June 10, 1998  (Inception)  through May 31,  2002.  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  $100,000 in cash which,  with its
     accounts  receivable,  when  collected,  will cover its expenses  until the
     fourth quarter of fiscal 2003. The Company is currently  evaluating various
     avenues to proceed,  including a continuation of its present  business on a
     less  capital-intensive  basis,  along  with  certain  potential  unrelated
     opportunities.

(5)  Commitments and  Contingencies  On April 1, 2000, the Company's  subsidiary
     entered into a three-year  lease for office space at  approximately  $3,670
     per month, or $44,000 annually. The lease contains a provision for a three-
     year extension.

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

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

(7)  Material  Contracts In May 2000, the Company entered into three  agreements
     with  three  French  companies,   which  call  for  the  Company  to  place
     hyper-links  and  logos  for each of these  three  companies  in  strategic
     locations  of the  Company's  web site.  The  counter-parties  will also be
     providing pages of content for the Company's web site. One agreement is for
     a term of one year  and  calls  for the  counter-party  to pay the  Company
     approximately  $1,400 per  month.  The other two  agreements  are for three
     months and call for the  counter-parties  to pay the Company  approximately
     $1,400 and $1,900 per month. All three agreements  automatically  renew for
     terms matching the original life.



                                       F-8

<PAGE>



Item 2. Management's Plan of Operation.

General

Plan of Operations

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

     In April 2002,  the Company  completed a second one for ten (1:10)  reverse
split of its common stock.  Also 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  $100,000 in cash which,  with
its accounts  receivable,  when  collected,  will cover its  expenses  until the
fourth  quarter of fiscal  2003.  The Company is  currently  evaluating  various
avenues to proceed,  including a continuation of its present  business on a less
capital-intensive basis, along with certain potential unrelated opportunities.

     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.  The Company  also  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. For these issuances, the Company relied
upon the 506 Exemption.

     In May 2002, the Company issued  1,969,784  shares of  unrestricted  common
stock to ten (10)  persons  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.  For such offering,  the
Company relied upon the 506 Exemption.

                                       11

<PAGE>



Results of Operations

     The  Company's  plan of  operations  for the next  twelve (12) months is to
continually  refine its strategy for is to establish  permanent  worldwide brand
name  recognition for the Billy World,  led by Billy,  the prominent Disney star
and Disney club host. The Company's  objective is to have Billy become the Billy
World  representative  around  the  globe.  The  brand  name  Billyweb  will  be
continuously  emphasized in all TV,  music,  video games,  shows,  magazines and
periodicals,  live  shows,  events  etc.  On the web site  itself,  the  caption
"Billyweb:  Little  Browser  Is  Helping  You"  will be  recurrent  in  numerous
languages.  In addition,  new  revisions to this website have modified its front
page to present  the many  multimedia  choices  surrounding  the world of Billy,
namely Billy TV, Billy Radio,  Billy Land, Billy Find All (search  engine),  Hot
News, Billy Club, Billy Games, Daily Update, Celebrities, etc.

For the Three Months Ended May 30, 2001 & May 31, 2002

Financial Condition, Capital Resources and Liquidity

     For the three (3) months  ended May 31, 2001 and 2002 the Company  recorded
revenues of $51,328 and $0  respectively.  The decrease is primarily  due to the
Company's election to lay off virtually all of its employees,  and pare expenses
as dramatically as possible.

     For the three (3) months  ended May 31, 2001 and 2002 the Company had, on a
consolidated basis,  general and administrative  expenses of $42,822 and $25,786
respectively.

     For the three (3) months  ended May 31, 2001 and 2002 the Company had, on a
consolidated   basis,  total  operating  expenses  of  $119,368  and  $1,062,170
respectively.  The increase is primarily due to the $1,025,708 which the Company
expensed for consulting fees.

Net Losses

     For the three (3) months ended May 31, 2001 and 2002, the Company  reported
a net loss from operations of $68,040 and $1,062,861 respectively.

Liquidity/Working Capital

     At May 31, 2002, the Company had cash of $747 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.



                                       12

<PAGE>



Net Operating Loss Carry-forwards

     The  Company  has  net  operating  loss   carry-forwards  of  approximately
$2,452,000 expiring $1,063,000,  $864,300 and $50,700 at February 28, 2022, 2021
and 2020, respectively.  The Company has a $981,000 deferred tax asset resulting
from the loss carry-forwards, for which it has established a one hundred percent
(100%)  valuation  allowance.  The  Company  may  not be able  to  utilize  such
carry-forwards as the Company has no history of profitable operations.

Forward-Looking Statements

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

Employees

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

     At May 31, 2002,  the Company had no (0)  employees.  The Company's  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.

                                       13

<PAGE>



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

Research and Development Plans

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

Part II

Item 2. Changes in Securities and Use of Proceeds

            None.

Item 3. Defaults upon Senior Securities

            None.

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

            None.

Item 5. Other Information

            None.

Item 6. Exhibits and Reports on Form 8-K

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

Index to Exhibits

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

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

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


                                       14

<PAGE>

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

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

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

[1]  Originally filed on June 10, 1999 with the Company's Registration Statement
     on Form 10-SB.

[2]  Originally  filed  on  April  28,  2000  with  the  Company's  Registration
     Statement on Form S-8.

[3]  Originally filed on May 16, 2000 with the Company's  Current Report on Form
     8-K.

[4]  Originally  filed on July 17, 2000 with the Company's  Quarterly  Report on
     Form 10QSB.

     (b) No  Reports on Form 8-K were filed  during  the  quarter  ended May 31,
2002.



                                       15

<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:       July 22, 2002       By: /s/ Frederic Richard
                                -------------------------------------
                                Frederic Richard, President & Director

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




                                       16