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, 2001
Commission file no.   0-26329

                                 BILLYWEB CORP.
                  --------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

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

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


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

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

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


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


Copies of Communications Sent to:

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




<PAGE>



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

                  Yes  X            No
                      ----             ---

     Of the  4,835,601  shares of voting  common of the  registrant  issued  and
outstanding  as of May 31, 2001,  non-affiliates  own  2,065,601.  The aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
(computed by reference to the price at which the common  equity was sold, or the
average bid and asked  price of such  common  equity) as of May 15, 2001 was $2,
086,257  (for  purposes  of  the  foregoing   calculation   only,  each  of  the
registrant's  officers,  directors  and  10%  shareholders  is  deemed  to be an
affiliate)



                                     PART I

Item 1. Financial Statements




                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



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

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

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

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

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















<PAGE>


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

                                                                          May 31,            February 28,
                                                                            2001                 2001
                                                                    --------------------   -----------------
                                                                        (unaudited)
<S>                                                                 <C>                    <C>
                                    ASSETS
CURRENT ASSETS
   Cash                                                             $                  0   $           2,682
   Accounts receivable                                                            21,863              15,521
   Prepaid expenses                                                               10,347                 378
                                                                    --------------------   -----------------

     Total Current Assets                                                         32,210              18,581
                                                                    --------------------   -----------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                          3,683               4,017
   Furniture and fixtures                                                         14,524              15,839
   Equipment                                                                      12,731              10,249

      Subtotal property and equipment                                             30,938              30,105
      Less: Accumulated depreciation                                              (4,692)             (3,691)
                                                                    --------------------   -----------------

            Total Property and Equipment                                          26,246              26,414
                                                                    --------------------   -----------------

OTHER ASSETS
   Deposits                                                                        6,981               7,613
                                                                    --------------------   -----------------

            Total Other Assets                                                     6,981               7,613
                                                                    --------------------   -----------------

Total Assets                                                        $             65,437   $          52,608
                                                                    ====================   =================

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                                   $             22,033   $               0
   Accounts payable                                                                4,704              15,318
   VAT taxes payable                                                               5,758               7,400
   Accrued expenses                                                               19,026              21,273
   Demand loan from third party                                                   10,000                   0
   Demand loan from stockholders                                                  64,639                   0
                                                                    --------------------   -----------------

     Total Current Liabilities                                                   126,160              43,991
                                                                    --------------------   -----------------

Total Liabilities                                                                126,160              43,991
                                                                    --------------------   -----------------

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

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Preferred stock, $0.0001 par value, authorized 10,000,000
    shares; none issued                                                                0                   0
 Common stock, $0.0001 par value, authorized 50,000 shares;
    4,835,601 and 48,356,000 issued and outstanding, respectively                    484               4,836
  Additional paid in capital                                                     934,695             930,343
  Accumulated comprehensive income (loss)                                        (12,939)            (11,638)
  Accumulated deficit                                                           (982,963)           (914,924)
                                                                    --------------------   -----------------

     Total Stockholders' Equity (Deficiency)                                     (60,723)              8,617
                                                                    --------------------   -----------------

Total Liabilities and Stockholders' Equity (Deficiency)             $             65,437   $          52,608
                                                                    ====================   =================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>



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


                                                                             2001             2000
                                                                       --------------- -----------------
<S>                                                                    <C>             <C>
Revenues                                                               $        51,328 $               0
                                                                       --------------- -----------------

Expenses
   General and administrative                                                   42,822            16,193
   Officer salaries                                                             10,737                 0
   Other salaries                                                               44,434                 0
   Consulting fees                                                               4,151               190
   Depreciation                                                                  1,375                34
   Professional fees                                                                 0            13,735
   Web site development                                                         15,849            89,210
                                                                       --------------- -----------------

       Total expenses                                                          119,368           119,362
                                                                       --------------- -----------------

Net loss before minority interest                                              (68,040)         (119,362)
Minority interest in consolidated subsidiaries net (income) loss                     0            14,053
                                                                       --------------- -----------------

Net loss                                                                       (68,040)         (105,309)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                     (1,301)           (3,352)
                                                                       --------------- -----------------

Comprehensive loss                                                     $       (69,341)$        (108,661)
                                                                       =============== =================
Net loss per weighted average share, basic                             $         (0.01)$           (0.01)
                                                                       =============== =================
Weighted average number of shares                                            4,835,601        41,800,000
                                                                       =============== =================
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>





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



                                                                                           Accumulated
                                           Number                     Additional Stock       Comp.                       Total
                                             of      Preferred Common   Paid-in   Subs.     Income      Accumulated  Stockholders'
                                           Shares      Stock    Stock   Capital Receivable   (Loss)       Deficit        Equity
                                        ------------ --------- ------- -------- ---------- ------------ ----------- -------------
<S>                                     <C>          <C>       <C>     <C>      <C>        <C>          <C>         <C>
BEGINNING BALANCE, June 10, 1998                   0 $       0 $     0 $      0 $        0 $          0 $         0 $           0

Year Ended February 28, 1999:
----------------------------
  June 1998 - services                     1,000,000         0     100        0          0            0           0           100
  1st qtr. 1998 - cash                     1,000,000         0     100    9,900          0            0           0        10,000
  2nd qtr. 1998 - cash                        50,000         0       5   49,995                                   0        50,000

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

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

Net loss                                           0         0       0        0          0            0      (2,900)       (2,900)
                                        ------------ --------- ------- -------- ---------- ------------ ----------- -------------
BALANCE, February 29, 2000                 2,050,000         0     205   59,895          0            0     (11,642)       48,458

Year Ended February 28, 2001:
----------------------------
April 2000 - accrued expenses                 13,500         0       1    3,384          0            0           0         3,385
May 2000 - common stock contributed       (1,000,000)        0    (100)     100          0            0           0             0
May 2000 - 16 for 1 forward split         15,952,500         0   1,596   (1,596)         0            0           0             0
May 2000 - reverse merger                 23,100,000         0   2,310  229,834          0            0     (39,034)      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 subsidiary5,000,000         0     500   56,210          0            0           0        56,710
October 2000 - services                      990,000         0      99  232,551          0            0           0       232,650
Other comprehensive income (loss)                  0         0       0        0          0      (11,638)          0       (11,638)

Net loss                                           0         0       0        0          0            0    (864,247)     (864,247)
                                        ------------ --------- ------- -------- ---------- ------------ ----------- -------------
BALANCE, February 28, 2001                48,356,000         0   4,836  930,343          0      (11,638)   (914,923)        8,618

Three Months Ended May 31, 2001:
-------------------------------
(unaudited)
   March 2001 - 1 for 10 reverse split   (43,520,399)        0  (4,352)   4,352          0            0           0             0
   Other comprehensive income (loss)               0         0       0        0          0       (1,301)          0        (1,301)
Net loss                                           0         0       0        0          0            0     (68,040)      (68,040)
                                        ------------ --------- ------- -------- ---------- ------------ ----------- -------------
ENDING BALANCE, May 31, 2001
(unaudited)                                4,835,601 $       0 $   484 $934,695 $        0 $    (12,939 $  (982,963)$     (60,723)
                                        ============ ========= ======= ======== ========== ============ =========== =============
</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)





                                                                                2001                2000
                                                                          ----------------    ---------------
<S>                                                                       <C>                 <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                  $        (68,040)   $     (105,309)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services - related parties                                           0                  0
   Stock issued for services                                                             0                190
   Depreciation                                                                      1,375                 34
   Minority interest in consolidated subsidiary income (loss)                            0            (14,053)
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                       (8,022)                 0
   (Increase) decrease in prepaid expenses                                         (10,000)              (946)
   (Increase) decrease in deposits                                                       0             (7,517)
   Increase (decrease) in accounts payable                                          (9,821)                 0
   Increase (decrease) in accrued expenses                                            (507)             8,000
   Increase (decrease) in VAT payable                                               (1,080)                 0
                                                                          ----------------    ---------------

Net cash used by development activities                                            (96,095)          (119,601)
                                                                          ----------------    ---------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                               (3,504)            (5,687)
                                                                          ----------------    ---------------

Net cash used by investing activities                                               (3,504)            (5,687)
                                                                          ----------------    ---------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                       0             51,841
   Proceeds from short-term loans                                                   77,954                  0
   Repayment of short-term loan                                                          0                  0
   Receipt of stock subscriptions by subsidiary                                          0            240,000
   Increase of bank overdraft                                                       21,612                  0
                                                                          ----------------    ---------------

Net cash provided by financing activities                                           99,566            291,841
                                                                          ----------------    ---------------

Effect of exchange rates on cash                                                    (2,649)            (3,352)
                                                                          ----------------    ---------------

Net increase (decrease) in cash                                                     (2,682)           163,201

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

CASH, end of period                                                       $              0    $       233,023
                                                                          ================    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Non-Cash Financing Activities:
    Common stock issued to pay accrued expenses                           $              0    $         3,385
                                                                          ================    ===============
</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, 2001 and 2000 is unaudited)


(1)  Summary of Significant Accounting Principles
TheCompany  BillyWeb  Corp. is a Florida  chartered  corporation  which conducts
     business from its headquarters in West Palm Beach, Florida. The Company was
     incorporated on June 10, 1998. On May 4, 2000, the Company changed its name
     to BillyWeb Corp.

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

     The financial  statements  have been prepared in conformity  with generally
     accepted  accounting  principles.  In preparing the  financial  statements,
     management is required to make  estimates and  assumptions  that affect the
     reported amounts of assets and liabilities as of the date of the statements
     of financial  condition and  operations  for the period then ended.  Actual
     results may differ significantly from those estimates.

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

     a) Use of estimates In preparing  the  consolidated  financial  statements,
     management is required to make  estimates and  assumptions  that affect the
     reported amounts of assets and liabilities as of the date of the statements
     of financial condition,  and revenues and expenses for the year then ended.
     Actual results may differ significantly from those estimates.

     b) Significant  acquisition  On May 15, 2000,  the Company  entered into an
     agreement to acquire 77.3% of the issued and  outstanding  common shares of
     BillyWeb Corp.,  (n/k/a Share Exchange  Corp.),  in exchange for 23,100,000
     shares of common stock of the Company,  in a reverse merger,  which will be
     accounted  for  as a  recapitalization  of  BillyWeb  Corp.,  (n/k/a  Share
     Exchange Corp.).  On July 27, 2000, the Company acquired the 22.7% of Share
     Exchange  Corp.  that it did not  previously  own in exchange for 5,000,000
     shares of common stock restricted under Rule 144.

     In October 2000, the Company formed a subsidiary  under the laws of France,
     SARL  BillyWeb.  The  Company  owns  99% and a  French  citizen  holds  the
     remaining 1%, pursuant to French law.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include the accounts of BillyWeb Corp. and its subsidiaries.  Inter-company
     balances and transactions  have been eliminated.  The historical  financial
     statements of Share Exchange Corp. have been presented for the period prior
     to the reverse merger.

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

     e) Property and  equipment  All property and equipment are recorded at cost
     and depreciated over their estimated useful lives, generally three, five or
     seven years, using the straight-line  method. Upon sale or retirement,  the
     costs and  related  accumulated  depreciation  are  eliminated  from  their
     respective  accounts,  and the  resulting  gain or loss is  included in the
     results  of  operations.  Repairs  and  maintenance  charges  which  do not
     increase  the  useful  lives of the assets are  charged  to  operations  as
     incurred.  Depreciation  expense  was $1,375  and $34 for the three  months
     ended May 31, 2001 and 2000, respectively.


                                       F-6

<PAGE>



                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Principles (Continued)
     f)  Foreign  currency   transaction  and  translation  gains  (losses)  The
     principal   operations  of  the  Company  are  located  in  France.   On  a
     consolidated basis the Company's reporting currency is the US Dollar.

     g) Research & development  Research & development  expenses are expensed in
     the period incurred.

     h) Interim  financial  information  The financial  statements for the three
     months  ended  May  31,  2001  and  2000  are  unaudited  and  include  all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
     The results for the 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.

(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  $983,000,  expiring
     $68,000,  $864,300  and  $50,700  at  February  28,  2022,  2021 and  2020,
     respectively.

     The amount  recorded as deferred tax assets as of May 31, 2001 is $147,000,
     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  financial  statements,  the
     Company  incurred a net loss of $983,000  for the period from June 10, 1998
     (Inception) through May 31, 2001. The ability of the Company to continue

                                       F-7

<PAGE>



                                 BILLYWEB CORP.
                   Notes to Consolidated Financial Statements


(4)  Going Concern  (Continued)  as a going concern is dependent  upon obtaining
     additional capital and financing.  The financial  statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.

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

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

     During the first quarter of 2001,  two related  parties  loaned the Company
     approximately $68,000 as short-term,  non-interest bearing demand notes. In
     May 2001,  an  unrelated  third  party  loaned  the  Company  $10,000  on a
     short-term demand loan bearing 9% interest.

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

(8)  Subsequent Events
     a)  Short-term  notes  payable In June  2001,  a related  party  loaned the
     Company approximately $48,000 as a short-term,  non-interest bearing demand
     note. In June 2001, a third party loaned the Company $9,000 on a short-term
     demand note bearing 9% interest.


                                       F-8

<PAGE>



Item 6. Management's Discussion and Analysis or Plan of Operation.

General

Plan of Operations

         12 Month Plan of Operations

     The  Company's  plan of  operations  for the next  twelve (12) months is to
continually  refine its strategy for is to establish  permanent  worldwide brand
name  recognition for the Billy World,  led by Billy,  the prominent Disney star
and Disney club host. The Company's  objective is to have Billy become the Billy
World  representative  around  the  globe.  The  brand  name  Billyweb  will  be
continuously  emphasized in all TV,  music,  video games,  shows,  magazines and
periodicals,  live  shows,  events  etc.  On the WEB site  itself,  the  caption
"Billyweb:  Little  Browser  Is  Helping  You"  will be  recurrent  in  numerous
languages.

The development process of the Company will involve several steps:

* Various local hosts are selected  according to their  sensitivity to the local
teenage market,  present  Billyweb TV and Radio Billyweb shows,  which share the
characteristics  of  short,  focused  and area  specific  animation  by a common
player:  Billy,  the "big  wig" host and guide to the  Internet  world.  The key
visual  effect is obtained  without any  language  reference,  so that Billy can
perform  anywhere  without  dubbing.  In  addition  to the local host and Billy,
virtual video-composite  characters appear in real time thanks to the technology
developed in partnership with City Media.

* A virtual "set" is created  on-line,  in which a family of various  characters
derived  from the real  world play in motion.  This  "playground"  is subject to
constant  evolution  and re design for  endless  surprise  effects,  and renewed
interest  of the  youngest.  First,  a totally  animated  and fully  interactive
"shell"  website  developed  on the common  mold is  provided  for each  market;
second,  editorial  content  is  provided  locally  to the shell  version of the
original website, and enriched by a local team of specialized journalists.

* On-line  co-branding,  partnerships and Joint Ventures are actively negotiated
for the  purpose  to reach  the best  possible  content,  optimize  traffic  and
visibility and maximize profitability by reducing development costs. The various
agreements are  negotiated  with leading  companies that  specialize in the teen
market in Music, Video, Movies,  Videogames,  Toys, Fashion, Travel and Culture,
History and Literature.

* The final stage is to interconnect the different  mirrored website  platforms.
The creation of a "World" family where French, Anglo-American,  Hispanic, German
and possibly Asian  characters  are joined,  linked and mixed in order to create
the first multilingual worldwide access portal for pre- teens and teens.

     The  Company's  has  already  initiated  a  stream  of  revenues.  Revenues
optimization  will occur as the  geographical  exposure of Billyweb  reaches its
critical mass. Revenues will accrue


<PAGE>



from a natural extension of the Company's current activities and will range from
TV production,  Live and Radio shows, advertising,  copyrights,  endorsement and
licensing, royalties on music production and database sharing.

Results of Operations

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

     Financial Condition, Capital Resources and Liquidity

     For the three  months  ending May 31,  2001 and 2000 the  Company  recorded
revenues of $51,000 and $0  respectively.  The increase is primarily  due to the
Company beginning operations.  For the three months ending May 31, 2001 and 2000
the Company had total salary expenses of $55,000 and $0 respectively.

     For the three  months  ending May 31, 2001 and 2000,  the Company had, on a
consolidated basis, general and administrative  expenses of $42,800 and $16,200,
respectively.  The increase of $26,600 is due primarily to the Company beginning
its operations.

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

Net Losses

     For the three months ending May 31, 2001 and 2000,  the Company  reported a
net loss from operations  excluding currency translation of $68,000 and $105,000
respectively.  The  decrease in net losses is the result of the Company  earning
revenue.

     At May 31, 2001, the Company had assets totaling $65,400 and an accumulated
net loss of $983,000. Since the Company's inception, it has received $210,000 in
cash as consideration  for the issuance of shares of Common Stock. The Company's
subsidiary has received  $390,000 in cash as  consideration  for the issuance of
shares of common stock.

Liquidity/Working Capital

     BLWB's working  capital is presently  negative  $94,000 and there can be no
assurance that the Company's  financial  condition will improve.  The Company is
expected  to  continue  to have  minimal  working  capital or a working  capital
deficit as a result of current liabilities.

     The ability of the Company to continue as a going concern is dependent upon
its ability to deliver on its  commitment to its business  plan.  The Company is
currently  negotiating  with several  accredited  investors for a potential cash
investment.






<PAGE>



Net Operating Loss Carry-forwards

     The Company has net operating loss carry-forwards of approximately $983,000
expiring  $68,000,  $864,300 and $50,700 at February  28,  2022,  2021 and 2020,
respectively.  The company has a $147,000  deferred tax asset resulting from the
loss  carry-forwards,  for which it has established a 100% valuation  allowance.
The Company may not be able to utilize such carry-forwards as the Company has no
history of profitable operations.

Financial Condition, Capital Resources and Liquidity

     At May 31, 2001, the Company had assets totaling $65,400 and an accumulated
net loss of  $983,000.  The  increase in the  Company's  accumulated  deficit is
attributable  to website  development  costs and  professional  fees.  Since the
Company's  inception,  it has received $210,000 in cash as consideration for the
issuance  of shares of Common  Stock.  The  Company's  subsidiary  has  received
$390,000 in cash as consideration for the issuance of shares of common stock.


Liquidity/Working Capital

     BLWB's working capital is presently  negative $94,000,  and there can be no
assurance that the Company's  financial  condition will improve.  The Company is
expected to continue to have minimal working capital.

Forward-Looking Statements

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




<PAGE>



Employees

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

     At May 31, 2001, the Company had a total of seven (7)  employees,  of which
one(1) was employed in sales and  marketing,  five(5)  were  employed in product
development,  professional  services,  customer support and internal  operations
support,  and two(2) were employed in administration and finance which including
the sales and marketing employee.  Our future performance depends in significant
part upon the continued  service of our key technical and management  personnel,
and our continuing  ability to attract and retain highly qualified and motivated
personnel  in all areas of our  operations.  Competition  for such  personnel is
intense. We provide no assurance that we can retain key managerial and technical
employees or that we can attract,  assimilate  or retain other highly  qualified
personnel in the future.  Our employees are not represented by a labor union. We
have not experienced  any work stoppages and consider our employee  relations to
be good.

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

Research and Development Plans

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

Item 3. Defaults in 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:




<PAGE>



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

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

3.2            Bylaws of EZ Talk, Inc. (filed electronically as Exhibit 3(ii)with original filing on
               June 10, 1999)(1)

3(i).2         Articles of Amendment to the Articles of Incorporation of EZT changing its name
               to BILLYWEB CORP. filed May 3, 2000(3)

3(ii).1        Bylaws of EZT(1)

10.1           EZ Talk, Inc. Employee/Consultant Stock Compensation Plan(2)

10.2           Partnership Contract with ALIDOO RCS PARIS(3)

10.3           Contract for Trading Content with EUREKAN MULTIMEDIA, SA(3)

10.4           Contract for Trading Content with QUELM(3)
----------------
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.
(2)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-8 filed with the  Securities  and  Exchange  Commission  on or about
     April 21, 2000.
(3)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10- QSB dated July 11, 2000.
(4)  Incorporated  herein by reference to the Company's  Form 8-K filed with the
     Securities and Exchange Commission on May 16, 2000.

     (b) No  Reports on Form 8-K were filed  during  the  quarter  ended May 31,
2001.




<PAGE>





                                   SIGNATURES
                                   ----------


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


                                 BILLYWEB CORP.
                                  (Registrant)


Date:    July 18, 2000         By:      /s/ Frederic Richard
                                        --------------------------------
                                        Frederic Richard, President & Director


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


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

July 18, 2000       By:  /s/ Frederic Richard
                         ----------------------
                         Frederic Richard              President & Director