UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

For the quarter ended:  August 31, 2005

Commission File No.:  0-26329

                                 Poseidis, Inc.
   ---------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

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)



<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  51,024,328  shares of voting  common  stock of the  registrant
issued and outstanding as of August 31, 2005.





<PAGE>



                                     PART I

Item 1. Financial Statements



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



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

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

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

Consolidated Statements of Cash Flows........................................F-6

Notes to Consolidated Financial Statements...................................F-7





















                                       F-1
<PAGE>



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

                                                                                    August 31,         February 28,
                                                                                       2005                2005
                                                                                ------------------   ----------------
                                                                                   (unaudited)
<S>                                                                             <C>                  <C>
                                          ASSET
CURRENT ASSETS
   Cash                                                                         $           74,874   $          1,051
   VAT taxes receivable                                                                     20,059             39,750
   Prepaid expenses                                                                              0                  0
                                                                                ------------------   ----------------
     Total Current Assets                                                                   94,933             40,801
                                                                                ------------------   ----------------
PROPERTY AND EQUIPMENT
   Land                                                                                     36,162             40,863
   Land improvements                                                                       134,097            151,530
   Furniture and fixtures                                                                   20,892             22,705
   Equipment                                                                                27,867             30,806
                                                                                ------------------   ----------------
      Subtotal property and equipment                                                      219,018            245,904
      Less: Accumulated depreciation                                                       (54,283)           (37,144)
                                                                                ------------------   ----------------
            Total Property and Equipment                                                   164,735            208,760
                                                                                ------------------   ----------------
OTHER ASSETS
   Deposits                                                                                 31,989             35,889
                                                                                ------------------   ----------------
            Total Other Assets                                                              31,989             35,889
                                                                                ------------------   ----------------
Total Assets                                                                    $          291,657   $        285,450
                                                                                ==================   ================
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Bank overdraft                                                               $                0   $              0
   Accounts payable                                                                        239,256            188,667
   Accrued expenses                                                                        842,075            864,078
   Accrued salaries                                                                         11,825             26,719
   Short-term demand loan                                                                  179,009             29,009
                                                                                ------------------   ----------------
     Total Current Liabilities                                                           1,272,165          1,108,473
                                                                                ------------------   ----------------
Total Liabilities                                                                        1,272,165          1,108,473
                                                                                ------------------   ----------------
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 100,000,000 shares;
    51,024,328 and 50,120,215 issued and outstanding,                                        5,102              5,012
  Additional paid in capital                                                             6,057,513          5,971,289
  Accumulated comprehensive income (loss)                                                   63,851            (16,770)
  Accumulated deficit                                                                   (7,106,974)        (6,782,554)
                                                                                ------------------   ----------------
     Total Stockholders' Equity (Deficiency)                                              (980,508)          (823,023)
                                                                                ------------------   ----------------
Total Liabilities and Stockholders' Equity (Deficiency)                         $          291,657   $        285,450
                                                                                ==================   ================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-2
<PAGE>


<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                           Three Months Ended                Six Months Ended
                                                               August 31,                       August 31,
                                                   ---------------------------------- ---------------------------------
                                                         2005             2004             2005             2004
                                                   ------------------ --------------- ---------------- ----------------
<S>                                                <C>                <C>             <C>              <C>

REVENUES                                           $                0 $             0 $              0 $              0
                                                   ------------------ --------------- ---------------- ----------------
EXPENSES
   General and administrative                                  43,122         246,385          124,238          374,793
   Officer salaries                                                 0           2,363                0            7,625
   Other salaries                                                   0               0                0                0
   Consulting fees                                             56,059         179,162          115,017        2,388,780
   Professional fees                                           65,500          29,009           65,500           29,009
   Depreciation                                                13,865           4,257           19,571            8,585
                                                   ------------------ --------------- ---------------- ----------------
       Total operating expenses                               178,546         461,176          324,326        2,808,792
                                                   ------------------ --------------- ---------------- ----------------
Operating income (loss)                                      (178,546)       (461,176)        (324,326)      (2,808,792)

OTHER INCOME (EXPENSE)
   Bad debt expense                                                 0          97,734                0           97,734
   Interest expense                                                 2               0              (94)               0
                                                   ------------------ --------------- ---------------- ----------------
        Total other income (expense)                                2          97,734              (94)          97,734
                                                   ------------------ --------------- ---------------- ----------------
Net loss before minority interest                            (178,544)       (363,442)        (324,420)      (2,711,058)
Minority interest in consolidated
subsidiaries net (income) loss                                      0               0                0                0

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                   (15,425)         12,499           47,081           17,411
                                                   ------------------ --------------- ---------------- ----------------

Comprehensive loss                                 $         (193,969)$      (350,943)$       (277,339)$     (2,693,647)
                                                   ================== =============== ================ ================
Net loss per weighted average share, basic         $            (0.01)$         (0.02)$          (0.01)$          (0.06)
                                                   ================== =============== ================ ================
Weighted average number of shares                          50,735,689      45,075,592       50,487,553       45,107,242
                                                   ================== =============== ================ ================
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-3
<PAGE>


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



                                              Number                          Additional
                                                of        Preferred   Common   Paid-in
                                              Shares        Stock     Stock    Capital
                                            ------------ ---------- -------- -----------
<S>                                         <C>          <C>        <C>      <C>
BEGINNING BALANCE, Feb 29, 2000               48,356,000 $        0 $  4,836 $   930,342

   March 2001 - 1 for 10 reverse split       (43,520,399)         0   (4,352)      4,352
   Shares issued for cash                        226,426          0       23     280,129
   Shares issued for services                     24,969          0        2      27,091
   Other comprehensive income (loss)                   0          0        0           0
   Net loss                                            0          0        0           0
                                            ------------ ---------- -------- -----------
BALANCE, February 28, 2002                     5,086,996          0      509   1,241,914
   Shares issued for cash                         10,858          0        1      33,119
   April 2002 - 1 for 10 reverse split        (4,581,795)         0     (458)        458
   Shares issued to pay accrued expenses       1,080,000          0      108     134,892
   Shares issued to settle short-term debt       864,000          0       86     107,914
   Shares issued for stock subs rec.             800,000          0       80      99,920
   Shares issued for services                  1,969,784          0      197     984,695
   Stock subscription received                         0          0        0           0
   Shares issued for cash                         32,685          0        3     114,397
   Other comprehensive income (loss)                   0          0        0           0
   Net loss                                            0          0        0           0
                                            ------------ ---------- -------- -----------
BALANCE, February 28, 2003                     5,262,528          0      526   2,717,309
   Shares issued for services                     34,316          0        3     128,682
   Shares issued for cash                         96,189          0       10     360,699
   Other comprehensive income (loss)                   0          0        0           0
   Net loss                                            0          0        0           0
                                            ------------ ---------- -------- -----------
BALANCE, February 29, 2004                     5,393,033          0      539   3,206,690
    Forward split - 8 for 1                   37,753,231          0    3,775      (3,775)
   Shares issued for services                  1,993,930          0      199   2,489,731
   Shares issued for cash                        189,238          0       20     240,278
   Forward split - 11 for 10                   4,531,823          0      453        (453)
   Shares issued for services                    104,561          0       11      15,673
   Shares issued for cash                        154,399          0       15      23,145
   Other comprehensive income (loss)                   0          0        0           0
   Net loss                                            0          0        0           0
                                            ------------ ---------- -------- -----------
BALANCE, February 29, 2005                    50,120,215          0    5,012   5,971,289
   Shares issued for cash                        904,113          0       90      86,224
   Other comprehensive income (loss)                   0          0        0           0
   Net loss                                            0          0        0           0
                                            ------------ ---------- -------- -----------
ENDING BALANCE, August 31, 2005,
(unaudited)                                   51,024,328 $        0 $  5,102 $ 6,057,513
                                            ============ ========== ======== ===========
</TABLE>

                            [Continued on next page]


     The accompanying notes are an integral part of the financial statements


                                       F-4
<PAGE>




                                 Poseidis, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)
                                  (Continued)

             Accumulated
    Stock       Comp.                        Total
    Subs.      Income      Accumulated  Stockholders'
 Receivable    (Loss)        Deficit        Equity
----------- ------------ ------------- --------------

$         0 $    (11,638)$    (914,821)$        8,719

          0            0             0              0
          0            0             0        280,152
          0            0             0         27,093
          0       (7,688)            0         (7,688)
          0            0      (473,928)      (473,928)
----------- ------------ ------------- --------------
          0      (19,326)   (1,388,749)      (165,652)
          0            0             0         33,120
          0            0             0              0
          0            0             0        135,000
          0            0             0        108,000
   (100,000)           0             0              0
          0            0             0        984,892
    100,000            0             0        100,000
          0            0             0        114,400
          0       (2,609)            0         (2,609)
          0            0    (1,306,075)    (1,306,075)
----------- ------------ ------------- --------------
          0      (21,935)   (2,694,824)         1,076
          0            0             0        128,685
          0            0             0        360,709
          0        6,034             0          6,034
          0            0      (793,520)      (793,520)
----------- ------------ ------------- --------------
          0      (15,901)   (3,488,344)      (297,016)
          0            0             0              0
          0            0             0      2,489,930
          0            0             0        240,298
          0            0             0              0
          0            0             0         15,684
          0            0             0         23,160
          0         (869)            0           (869)
          0            0    (3,294,210)    (3,294,210)
----------- ------------ ------------- --------------
          0      (16,770)   (6,782,554)      (823,023)
          0            0             0         86,314
          0      (47,081)            0        (47,081)
          0            0      (324,420)      (324,420)
----------- ------------ ------------- --------------

$         0 $    (63,851)$  (7,106,974)$   (1,108,210)
=========== ============ ============= ==============


     The accompanying notes are an integral part of the financial statements


                                       F-5
<PAGE>


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

                                                                                       2005                  2004
                                                                                -------------------    -----------------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $          (324,420)   $      (2,711,058)
Adjustments to reconcile net loss to net cash used for development activities:
   Stock issued for services                                                                      0            2,277,202
   Depreciation                                                                              19,571                8,585
   Bad debt expense                                                                               0               97,734
   Minority interest in consolidated subsidiary income (loss)                                     0                    0
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                                     0                    0
   (Increase) decrease in prepaid expenses                                                        0                    0
   (Increase) decrease in VAT receivable                                                     16,113               (7,364)
   (Increase) decrease in deposits                                                             (244)               4,973
   Increase (decrease) in accounts payable                                                   76,999               23,869
   Increase (decrease) in accrued expenses                                                   48,425              167,675
   Increase (decrease) in accrued salaries                                                  (12,597)              (4,811)
                                                                                -------------------    -----------------
Net cash used by development activities                                                    (176,153)            (143,195)
                                                                                -------------------    -----------------
CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                             0              (22,783)
                                                                                -------------------    -----------------
Net cash used by investing activities                                                             0              (22,783)
                                                                                -------------------    -----------------
CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from short-term loans                                                           150,000               29,009
   Repayment of short-term loan                                                                   0                    0
   Stock sold for cash                                                                       86,314              220,368
   Receipt of stock subscriptions                                                                 0                    0
   Increase of bank overdraft                                                                 3,341                    0
                                                                                -------------------    -----------------
Net cash provided by financing activities                                                   239,655              249,377
                                                                                -------------------    -----------------
Effect of exchange rates on cash                                                             10,321               (6,711)
                                                                                -------------------    -----------------
Net increase (decrease) in cash                                                              73,823               76,688

CASH, beginning of period                                                                     1,051               30,788
                                                                                -------------------    -----------------
CASH, end of period                                                             $            74,874    $         107,476
                                                                                ===================    =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Non-Cash Financing Activities:
    Common stock issued to pay accrued expenses                                 $                 0    $               0
                                                                                ===================    =================
    Common stock issued to settle short-term debt                               $                 0    $               0
                                                                                ===================    =================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-6
<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements
                  (Information with respect to the three months
                    ended May 31, 2005 and 2004 is unaudited)

(1)  Summary of Significant Accounting Principles.
     The  Company  Poseidis,  Inc.  is a  Florida  chartered  corporation  which
     conducts  business from its headquarters in West Palm Beach,  Florida.  The
     Company was  incorporated  on June 10,  1998.  On May 4, 2000,  the Company
     changed its name to BillyWeb  Corp.  and on August 28,  2002,  to Poseidis,
     Inc.

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

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

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

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

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

     In October 2000, the Company formed a subsidiary  under the laws of France,
     SARL  BillyWeb.  The  Company  owns  99% and a  French  citizen  holds  the
     remaining 1%,  pursuant to French law. In December 2002, the Company placed
     SARL BillyWeb in bankruptcy  under French law. The Company  recorded a gain
     of $12,700 as a result of this.  In April 2003,  the Company  created a new
     wholly owned subsidiary, Poseidis, SAS, under French law.

     On March  18,  2003,  the  Company  formed a  subsidiary  under the laws of
     France,  Poseidis, SAS. The Company owns 99% and a French citizen holds the
     remaining 1%, pursuant to French law.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include the accounts of Poseidis, Inc. and its subsidiaries. Inter- company
     balances and transactions have been eliminated.



                                       F-7
<PAGE>

                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Principles.
     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 $19,571 and $8,585 for the six months
     ended August 31, 2005 and 2004, respectively.

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

     h) Interim  financial  information  The  financial  statements  for the six
     months  ended  August  31,  2005 and 2004 are  unaudited  and  include  all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
     The results for the six months are not indicative of a full year results.

(2)  Stockholders'  Equity.  The Company has  authorized  100,000,000  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
     50,353,548  and no shares  of common  and  preferred  stock,  respectively,
     issued and outstanding at May 31, 2005.

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

     In early fiscal 2005, the Company issued  37,751,231 shares of common stock
     to effectuate an 8 for 1 forward  split.  In early fiscal 2004, the Company
     issued 1,993,930 shares of restricted common stock for services,  valued at
     $2,489,930,  or $1.25 per share.  In early  fiscal  2005,  the Company sold
     189,238  shares of common stock in exchange for $240,298 in cash,  or $1.25
     per share.  In mid- fiscal 2005,  the Company  issued  4,531,823  shares of
     common stock to effectuate an 11 for 10 forward split. In late fiscal 2005,
     the Company issued 104,561 shares of restricted  common stock for services,
     valued at $15,684,  or $0.15 per share.  In late fiscal  2005,  the Company
     sold 154,399  shares of common  stock in exchange  for $23,160 in cash,  or
     $0.15 per share.



                                       F-8

<PAGE>

                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements


(2)  Stockholders' Equity,  continued.  In the first quarter of fiscal 2006, the
     Company   increased  the  authorized   common  stock  from   50,000,000  to
     100,000,000  shares.  The Company  issued 233,333 shares of common stock in
     exchange for $35,000 in cash, or $0.15 per share.  In the second quarter of
     fiscal 2006,  the Company issued 670,780 shares of common stock in exchange
     for $51,314 in cash, or $0.0765 per share

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial   reporting   purposes.   The  Company  has  net  operating  loss
     carry-forwards  for  income  tax  purposes  of  approximately   $7,107,000,
     expiring $324,400, $3,295,100, $793,500, $1,306,000, $474,000, $864,300 and
     $50,700 at February  28,  2026,  2025,  2024,  2023,  2022,  2021 and 2020,
     respectively.  The amount  recorded as deferred  tax asset as of August 31,
     2005 is $2,775,000,  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 $7,107,000  for the period
     from June 10, 1998 (Inception)  through August 31, 2005. 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.  In August 2005,  the Company  entered into an agreement with
     Cornell Capitial of New Jersey, for financing of up to $8,000,000.


(5)  Short-Term  Notes Payable In fiscal 2005, the Company received a short-term
     loan from a third-party  in the amount of $29,000.  This loan is payable on
     demand and carries no stated interest rate.

     In August  2005,  the Company  issued a Secured  Convertible  Debenture  in
     exchange for  $150,000 in cash.  This  Debenture  is due May 26, 2006,  and
     carries  an  interest  rate of 12%.  The  Debenture  was  issued to Cornell
     Capital  Partners,  LP as part and parcel to the $8,000,000  Standby Equity
     Distribution  Agreement with Cornell  Capital,  more fully discussed in the
     Company's  Form 8-K.  The  Debentures  are  convertible  into shares of our
     common  stock  at  the  option  of  Cornell  Capital,  subject  to  certain
     limitations  including  that Cornell  Capital may not convert the Debenture
     for a number  of shares in  excess  of that  number of shares  which,  upon
     giving  effect to such  conversion,  would  cause the  aggregate  number of
     shares of our common stock  beneficially  held by Cornell Capital to exceed
     4.9% of our  then  outstanding  common  stock.  Upon an  uncured  event  of
     default,  the  conversion  price is reduced to  $0.0124  per share.  We are
     permitted  to redeem all or a portion of the  Debentures.  In the event the
     closing bid price for our stock on a  redemption  date is greater  than the
     Debenture's  conversion  price, we must pay a redemption  premium of 20% of
     the amount of redeemed in addition to such redemption.



                                       F-9
<PAGE>

                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements


(6)  Standby Equity Distribution.  Agreement On August 26, 2005, we entered into
     a Standby Equity Distribution  Agreement with Cornell Capital Partners,  LP
     ("Cornell  Capital"),   pursuant  to  which  we  may,  at  our  discretion,
     periodically sell to Cornell Capital shares of our common stock for a total
     purchase  price  of up to  $8,000,000.  For  each  share  of  common  stock
     purchased under the Standby Equity Distribution Agreement,  Cornell Capital
     will pay us 96% of the  lowest  closing  bid price of our  common  stock as
     quoted on the Over-the-Counter  Bulletin Board or other principal market on
     which our common  stock is traded for the five days  immediately  following
     the date we deliver a notice  requiring  Cornell  Capital to  purchase  our
     shares under the Standby Equity Distribution Agreement.

     Cornell  Capital's  obligation to purchase shares of our common stock under
     the Standby Equity Distribution Agreement is subject to certain conditions,
     including our obtaining an effective  registration  statement for shares of
     common  stock sold under the Standby  Equity  Distribution  Agreement  (the
     "Registration Statement") and is limited to $300,000 per weekly advance.

     The  commitment  period  under the Standby  Equity  Distribution  Agreement
     commences  on the  earlier  to occur of (i) the date that the  Registration
     Statement is declared  effective by the Securities and Exchange  Commission
     (the "Effective Date"), or (ii) such earlier date as we and Cornell Capital
     may  mutually  agree in writing.  The  commitment  period under the Standby
     Equity  Distribution  Agreement expires on the earliest to occur of (i) the
     date on  which  Cornell  Capital  has  purchased  an  aggregate  amount  of
     $8,000,000 shares of our common stock under the Standby Equity Distribution
     Agreement,  (ii) the date occurring  twenty-four months after the Effective
     Date, or (iii) the date the Agreement is earlier  terminated  (in the event
     that (x) there occurs any stop order or suspension of the  effectiveness of
     the  Registration  Statement for an aggregate of fifty trading days,  other
     than due to the acts of Cornell Capital,  during the commitment period, and
     (y) we fail materially to comply with any of the covenants contained in the
     Standby Equity Distribution  Agreement and such failure is not cured within
     thirty days after receipt of written notice from Cornell Capital, provided,
     however,  that this  termination  provision  does not  apply to any  period
     commencing   upon  the  filing  of  a   post-effective   amendment  to  the
     Registration  Statement  and  ending  upon  the  date on  which  such  post
     effective amendment is declared effective by the SEC).

     We have agreed to pay Cornell  Capital 5% of the  proceeds  that we receive
     from each  advance  under the Standby  Equity  Distribution  Agreement.  In
     addition,  upon our obtaining  shareholder approval and filing an amendment
     to our  Certificate  of  Incorporation  to increase our  authorized  common
     stock,  we will pay Cornell  Capital a commitment  fee by issuing shares of
     our common  stock in an amount  equal to $320,000 at a price per share that
     is the  lowest  closing  bid  price  of our  common  stock,  as  quoted  by
     Bloomberg, LP during the five trading days immediately preceding the filing
     of the amendment to our Certificate of Incorporation as described above. In
     addition,  we have issued to Cornell Capital a warrant to purchase  500,000
     shares of our common stock at an exercise price of $0.12 per share.

     We also  paid  Yorkville  Advisors  Management,  LLC a fee of  $15,000  for
     structuring  in  connection  with  this  transaction  and  $10,000  for due
     diligence expenses.

     We have  agreed to pay the  placement  agent a fee of $10,000 in our common
     stock  under a placement  agent  agreement  relating to the Standby  Equity
     Distribution  Agreement.  These  shares will be issued  upon our  obtaining
     shareholder  approval  and  filing  an  amendment  to  our  Certificate  of
     Incorporation  to increase our authorized  common stock as described  above
     and will be at a price per share  that is the lowest  closing  bid price of
     our common  stock,  as quoted by  Bloomberg LP during the five trading days
     immediately  preceding  the filing of the amendment to our  Certificate  of
     Incorporation.


                                       F-10

<PAGE>


Item 2. Management's Discussion and Analysis

Discussion and Analysis

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

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

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

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

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




                                       13
<PAGE>



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

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

Results of Operations For the Three Months Ended August 31, 2005 and 2004.

Financial Condition, Capital Resources and Liquidity

     For the three months  ended  August 31, 2005 and 2004 the Company  recorded
revenues  of $0  and $0  respectively.  The  Company  has  no  ongoing  business
generating revenues.

     For the three  months  ended  August  31,  2005 and 2004 the  Company  paid
consulting fees of $56,100 and $179,200 respectively.

     For the three  months  ended August 31, 2005 and 2004 the Company had, on a
consolidated basis, general and administrative  expenses of $43,100 and $246,200
respectively.

     For the three  months  ended August 31, 2005 and 2004 the Company had, on a
consolidated   basis,   total  operating   expenses  of  $178,500  and  $461,200
respectively.

Net Losses

     For the three months ended August 31, 2005 and 2004, the Company reported a
net loss from operations of $178,600 and $461,200 respectively.

Results of Operations For the Six Months Ended August 31, 2005 and 2004.

Financial Condition, Capital Resources and Liquidity

     For the six months  ended  August 31,  2005 and 2004 the  Company  recorded
revenues  of $0  and $0  respectively.  The  Company  has  no  ongoing  business
generating revenues.

     For the six  months  ended  August  31,  2005  and 2004  the  Company  paid
consulting fees of $115,000 and $2,388,800 respectively.

     For the six months  ended  August 31, 2005 and 2004 the  Company  had, on a
consolidated basis, general and administrative expenses of $124,200 and $374,800
respectively.

     For the six months  ended  August 31, 2005 and 2004 the  Company  had, on a
consolidated   basis,  total  operating  expenses  of  $324,300  and  $2,808,800
respectively.

Net Losses

     For the six months ended August 31, 2005 and 2004,  the Company  reported a
net loss from operations of $324,400 and $2,711,100 respectively.



                                       14
<PAGE>



Liquidity/Working Capital

     At August 31,  2005,  the Company had cash of $74,900 as compared to $1,100
at February 28, 2005.  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.

     On August 26, 2005, we entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners, LP ("Cornell Capital"), pursuant to which we may,
at our  discretion,  periodically  sell to Cornell  Capital shares of our common
stock for a total purchase  price of up to $8,000,000.  For each share of common
stock purchased under the Standby Equity Distribution Agreement, Cornell Capital
will pay us 96% of the lowest closing bid price of our common stock as quoted on
the  Over-the-Counter  Bulletin  Board or other  principal  market  on which our
common  stock is traded  for the five  days  immediately  following  the date we
deliver a notice  requiring  Cornell  Capital to purchase  our shares  under the
Standby Equity Distribution Agreement.

     Cornell  Capital's  obligation to purchase shares of our common stock under
the Standby  Equity  Distribution  Agreement  is subject to certain  conditions,
including our obtaining an effective registration statement for shares of common
stock sold under the Standby Equity  Distribution  Agreement  (the  "Registratin
Statement") and is limited to $300,000 per weekly advance.

     The  commitment  period  under the Standby  Equity  Distribution  Agreement
commences  on the  earlier  to  occur  of (i) the  date  that  the  Registration
Statement is declared  effective by the Securities and Exchange  Commission (the
"Effective  Date"),  or (ii) such  earlier  date as we and  Cornell  Capital may
mutually agree in writing.

     The  commitment  period  under the Standby  Equity  Distribution  Agreement
expires on the  earliest to occur of (i) the date on which  Cornell  Capital has
purchased an aggregate amount of $8,000,000 shares of our common stock under the
Standby  Equity  Distribution  Agreement,  (ii) the date  occurring  twenty-four
months  after the  Effective  Date,  or (iii) the date the  Agreement is earlier
terminated  (in the event that (x) there occurs any stop order or  suspension of
the  effectiveness  of the  Registration  Statement  for an  aggregate  of fifty
trading  days,  other  than  due to the  acts of  Cornell  Capital,  during  the
commitment  period,  and  (y) we  fail  materially  to  comply  with  any of the
covenants  contained  in the  Standby  Equity  Distribution  Agreement  and such
failure is not cured  within  thirty days after  receipt of written  notice from
Cornell Capital,  provided,  however,  that this termination  provision does not
apply to any period commencing upon the filing of a post-effective  amendment to
the Registration Statement and ending upon the date on which such post effective
amendment is declared effective by the SEC).

     We have agreed to pay Cornell  Capital 5% of the  proceeds  that we receive
from each advance under the Standby Equity Distribution  Agreement. In addition,
upon  our  obtaining  shareholder  approval  and  filing  an  amendment  to  our
Certificate of  Incorporation  to increase our authorized  common stock, we will
pay Cornell Capital a commitment fee by issuing shares of our common stock in an
amount  equal to  $320,000  at a price per share that is the lowest  closing bid




                                       15
<PAGE>



price of our common stock,  as quoted by  Bloomberg,  LP during the five trading
days  immediately  preceding the filing of the amendment to our  Certificate  of
Incorporation as described above. In addition, we have issued to Cornell Capital
a warrant to purchase 500,000 shares of our common stock at an exercise price of
$0.12 per share.

     We also  paid  Yorkville  Advisors  Management,  LLC a fee of  $15,000  for
structuring in connection  with this  transaction  and $10,000 for due diligence
expenses.

     We have  agreed to pay the  placement  agent a fee of $10,000 in our common
stock  under  a  placement  agent  agreement  relating  to  the  Standby  Equity
Distribution  Agreement.   These  shares  will  be  issued  upon  our  obtaining
shareholder approval and filing an amendment to our Certificate of Incorporation
to increase our  authorized  common  stock as  described  above and will be at a
price per share that is the lowest  closing  bid price of our common  stock,  as
quoted by Bloomberg LP during the five trading days  immediately  preceding  the
filing of the amendment to our Certificate of Incorporation.

Securities Purchase Agreement

     On August 26, 2005, we entered into a Securities  Purchase  Agreement  with
Cornell Capital pursuant to which we issued a secured  convertible  debenture in
the principal amount of $150,000 (the "First Debenture").  Upon the satisfaction
of certain conditions  (including the shareholder  approval and amendment to our
Certificate  of  Incorporation  as  described  above  and the  preparation  of a
registration  statement (the "Debenture  Registration  Statement")  covering the
shares of our common stock issuable upon conversion of the Debentures),  we will
issue a second  debenture in the principal amount of $150,000 to Cornell Capital
(the  "Second   Debenture"  and  collectively   with  the  First  Debenture  the
"Debentures").  The Debentures have a nine-month term and accrue interest at 12%
per year.

     The Debentures are convertible  into shares of our common stock.  The First
Debenture is convertible,  and the Second  Debenture will be  convertible,  at a
price per share of  $0.0497,  as adjusted  in  accordance  with the terms of the
Debentures.

     The  Debentures  are  convertible  into  shares of our common  stock at the
option of Cornell Capital, subject to certain limitations including that Cornell
Capital may not convert the  Debenture  for a number of shares in excess of that
number of shares which,  upon giving effect to such conversion,  would cause the
aggregate  number of shares of our  common  stock  beneficially  held by Cornell
Capital to exceed 4.9% of our then  outstanding  common  stock.  Upon an uncured
event of default,  the conversion  price is reduced to $0.0124 per share. We are
permitted to redeem all or a portion of the Debentures. In the event the closing
bid price for our stock on a  redemption  date is greater  than the  Debenture's
conversion  price,  we must pay a  redemption  premium  of 20% of the  amount of
redeemed in addition to such redemption.

     We  have  granted  a  security   interest  to  Cornell   Capital   covering
substantially  all of our assets to secure the obligations under the Debentures.
Three of our  shareholders  (including Louis Pardo) have pledged an aggregate of
approximately  18 million shares of our stock to further secure our obligations.
These pledged shares will be replaced by the Company's  pledge of  approximately
$1,500,000 of the common stock upon our obtaining the  shareholder  approval and
filing the amendment to our Certificate of Incorporation as described above.





                                       16
<PAGE>



     Issuance of the securities  sold was exempt from  registration  pursuant to
Rule 506 of Regulation D promulgated  under Section 4(2) of the Securities  Act.
The  Debentures  were sold to one  accredited  investor  in a private  placement
without the use of any form of general solicitation or advertising.

Net Operating Loss Carry-forwards

     The  Company  has  net  operating  loss   carry-forwards  of  approximately
$7,107,000  expiring  $324,400,  $3,295,100,   $793,500,  $1,306,000,  $474,000,
$864,300 and $50,700 at February 28, 2026,  2025,  2024,  2023,  2022,  2021 and
2020,  respectively.  The Company has a $2,775,000  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.

Employees

     At August 31, 2005, the Company had one (1) part-time employee. The Company
anticipates  that it will rely greatly on the management  skills of its officers
Louis Pardo and Bernard Bouveret.

Research and Development Plans

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


Item 3. Controls and Procedures

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

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

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

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




                                       17
<PAGE>



                                     PART II


Item 2. Changes in Securities and Use of Proceeds

     During the six months ended  August 31, 2005 the Company  issued a total of
904,113 shares of restricted, unregistered common stock for cash proceeds in the
amount of $86,300, in order to support short-term working capital  requirements.
The Company  relied upon Section 4(2) of the Securities Act of 1933, as amended,
and Rule 506 of Regulation D and/or  Regulation S promulgated  thereunder.  This
transaction did not involve a public offering,  was exempt from registration and
all such shares were issued to foreign residents and citizens.


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:

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

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

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

3.2        [1]  Bylaws.

5.1        [2]  Opinion of Mintmire & Associates.

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

10.2       [4]  Partnership Contract with Alidoo RCS Paris.

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

10.4       [4]  Contract for Trading Content with Quelm.

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




                                       18
<PAGE>



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

10.7       [6] Standby Equity Distribution Agreement dated as of August 26, 2005
               between the Company and Cornell Capital Partners, LP

10.8       [6] Registration Rights Agreement dated as of August 26, 2005 between
               the Company and Cornell Capital Partners, LP

10.9       [6] Securities Purchase Agreement dated as of August 26, 2005 between
               the Company and Cornell Capital Partners, LP (Exhibits omitted)

10.10      [6] Security  Agreement  dated as of  August  26,  2005  between  the
               Company and Cornell Capital Partners, LP

10.11      [6] Investor  Registration  Rights  Agreement  dated as of August 26,
               2005 between the Company and Cornell Capital Partners, LP

10.12      [6] Insider Pledge  Agreement dated as of August 26, 2005 among Louis
               Pardo dit Pardo,  Cornell Capital Partners,  LP, Poseidis,  Inc.,
               and David Gonzalez (Escrow Agent)

10.13      [6] Insider  Pledge  Agreement  dated as of  August  26,  2005  among
               Christophe  Giovannetti,  Cornell Capital Partners, LP, Poseidis,
               Inc., and David Gonzalez (Escrow Agent)

10.14      [6] Insider  Pledge  Agreement  dated as of August 26, 2005 among DMI
               Joaillerie Paris, Cornell Capital Partners,  LP, Poseidis,  Inc.,
               and David Gonzalez (Escrow Agent)

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

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

99.1       [6] Warrant  dated as of August 26,  2005  issued to Cornell  Capital
               Partners, LP (500,000 shares)

99.2       [6] Secured Convertible Debenture  dated as of August 26, 2005 issued
               to Cornell Capital Partners, LP

99.3       [6] Warrant  dated as of August 26,  2005  issued to Cornell  Capital
               Partners, LP (1,250,000 shares)
----------------

* Filed herewith.

[1]  Originally filed on June 10, 1999 with the Company's Registration Statement
     on Form 10-SB.
[2]  Originally  filed  on  April  28,  2000  with  the  Company's  Registration
     Statement on Form S-8.
[3]  Originally filed on May 16, 2000 with the Company's  Current Report on Form
     8-K.
[4]  Originally  filed on July 17, 2000 with the Company's  Quarterly  Report on
     Form 10QSB.
[5]  Originally  filed on June 17, 2003 with the Company's Annual Report on Form
     10KSB.
[6]  Originally filed on September 1, 2005 with the Company's  Current Report on
     Form 8-K.




                                       19
<PAGE>



                                   SIGNATURES

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

                                 Poseidis, Inc.
                                  (Registrant)



Dated:  October 13, 2005


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



















                                       20