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:  November 30, 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 65,995,800 shares of voting common stock of the registrant issued and
outstanding as of November 30, 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-5
Notes to Consolidated Financial Statements...................................F-6

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K










                                       F-1

<PAGE>



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

                                                                         November 30,         February 28,
                                                                             2005                 2005
                                                                      -------------------  ------------------
                                                                          (unaudited)
<S>                                                                   <C>                  <C>
                                ASSETS
CURRENT ASSETS
   Cash                                                               $            21,703  $            1,051
   VAT taxes receivable                                                            19,720              39,750
   Prepaid expenses                                                                     0                   0
                                                                      -------------------  ------------------
     Total Current Assets                                                          41,423              40,801
                                                                      -------------------  ------------------
PROPERTY AND EQUIPMENT
   Land                                                                            36,127              40,863
   Land improvements                                                              133,969             151,530
   Furniture and fixtures                                                          20,625              22,705
   Equipment                                                                       27,653              30,806
                                                                      -------------------  ------------------
      Subtotal property and equipment                                             218,374             245,904
      Less: Accumulated depreciation                                              (51,668)            (37,144)
                                                                      -------------------  ------------------
            Total Property and Equipment                                          166,706             208,760
                                                                      -------------------  ------------------
OTHER ASSETS
   Deposits                                                                        24,407              35,889
                                                                      -------------------  ------------------
            Total Other Assets                                                     24,407              35,889
                                                                      -------------------  ------------------
Total Assets                                                          $           232,536  $          285,450
                                                                      ===================  ==================
              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                                               155,137             188,667
   Accrued expenses                                                               889,371             864,078
   Accrued salaries                                                                11,536              26,719
   Short-term demand loans                                                        329,009              29,009
                                                                      -------------------  ------------------
     Total Current Liabilities                                                  1,385,053           1,108,473
                                                                      -------------------  ------------------
Total Liabilities                                                               1,385,053           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;
    65,995,800 and 50,120,215 issued and outstanding,                               6,600               5,012
  Additional paid in capital                                                    6,804,590           5,971,289
  Accumulated comprehensive income (loss)                                          12,402             (16,770)
  Accumulated deficit                                                          (7,976,109)         (6,782,554)
                                                                      -------------------  ------------------
     Total Stockholders' Equity (Deficiency)                                   (1,152,517)           (823,023)
                                                                      -------------------  ------------------
Total Liabilities and Stockholders' Equity (Deficiency)               $           232,536  $          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               Nine Months Ended
                                                            November 30,                     November 30,
                                                  -------------------------------- --------------------------------
                                                        2005            2004            2005             2004
                                                  ---------------- --------------- --------------- ----------------
<S>                                               <C>              <C>             <C>             <C>

REVENUES                                          $              0 $             0 $             0 $              0
                                                  ---------------- --------------- --------------- ----------------

EXPENSES
   General and administrative                               33,938          30,836         158,176          405,629
   Officer salaries                                              0          35,907               0           43,532
   Consulting fees                                         739,455         155,792         854,473        2,544,572
   Professional fees                                        90,825          19,085         156,325           48,094
   Depreciation                                              4,818           6,251          24,389           14,836
                                                  ---------------- --------------- --------------- ----------------

       Total operating expenses                            869,036         247,871       1,193,363        3,056,663
                                                  ---------------- --------------- --------------- ----------------

Operating income (loss)                                   (869,036)       (247,871)     (1,193,363)      (3,056,663)

OTHER INCOME (EXPENSE)
   Bad debt expense                                              0               0               0          (98,005)
   Interest expense                                            (98)              0            (192)               0
                                                  ---------------- --------------- --------------- ----------------

        Total other income (expense)                           (98)              0            (192)         (98,005)
                                                  ---------------- --------------- --------------- ----------------

Net loss before minority interest                         (869,134)       (247,871)     (1,193,555)      (3,154,668)
Minority interest in consolidated subsidiaries net
(income) loss                                                    0               0               0                0

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                 51,449           1,757           4,368           19,168
                                                  ---------------- --------------- --------------- ----------------

Comprehensive loss                                $       (817,685)$      (246,114)$    (1,189,187)$     (3,135,500)
                                                  ================ =============== =============== ================
Net loss per weighted average share, basic        $          (0.01)$         (0.01)$         (0.02)$          (0.06)
                                                  ================ =============== =============== ================
Weighted average number of shares                       65,995,800      49,856,471      65,995,800       49,804,481
                                                  ================ =============== =============== ================
</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
   Shares issued for services             14,971,472          0     1,498     747,076
   Other comprehensive income (loss)               0          0         0           0
   Net loss                                        0          0         0           0
                                        ------------ ---------- --------- -----------
ENDING BALANCE, November 30, 2005,
(unaudited)                               65,995,800 $        0 $   6,600 $ 6,804,589
                                        ============ ========== ========= ===========
</TABLE>





     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              0             0       748,574
          0          4,368             0         4,368
          0              0    (1,193,555)   (1,193,555)
----------- ---------------------------- -------------

$         0 $      (12,402$   (7,976,109)$  (1,177,322)
=========== ============================ =============

     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



<TABLE>
<CAPTION>
                                 Poseidis, Inc.
                      Consolidated Statements of Cash Flows
                         Nine Months Ended November 30,
                                   (Unaudited)

                                                                                  2005                     2004
                                                                          ---------------------    --------------------
<S>                                                                       <C>                      <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                  $          (1,193,555)   $         (3,154,668)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services                                                            748,574               2,489,930
   Depreciation                                                                          24,389                  14,386
   Bad debt expense                                                                           0                  98,005
   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                                                 20,030                 (21,696)
   (Increase) decrease in deposits                                                       11,482                   7,450
   Increase (decrease) in accounts payable                                              (16,737)                182,048
   Increase (decrease) in accrued expenses                                               25,293                 243,157
   Increase (decrease) in accrued salaries                                              (12,668)                 18,853
                                                                          ---------------------    --------------------

Net cash used by development activities                                                (393,192)               (122,535)
                                                                          ---------------------    --------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                         0                (149,576)
                                                                          ---------------------    --------------------

Net cash used by investing activities                                                         0                (149,576)
                                                                          ---------------------    --------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from short-term loans                                                       300,000                  29,009
   Repayment of short-term loan                                                               0                       0
   Stock sold for cash                                                                   86,314                 240,298
   Receipt of stock subscriptions                                                             0                       0
   Increase of bank overdraft                                                                 0                       0
                                                                          ---------------------    --------------------

Net cash provided by financing activities                                               386,314                 269,307
                                                                          ---------------------    --------------------

Effect of exchange rates on cash                                                         27,530                   7,960
                                                                          ---------------------    --------------------

Net increase (decrease) in cash                                                          20,652                   5,156

CASH, beginning of period                                                                 1,051                  30,788
                                                                          ---------------------    --------------------

CASH, end of period                                                       $              21,703    $             35,944
                                                                          =====================    ====================

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 November 30, 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.

     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 $24,389 and $14,346 for the six months
     ended November 30, 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.


                                      F-7

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles (Continued.)
     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 $24,389 and $14,346 for the six months
     ended November 30, 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.

     g) Interim  financial  information.  The financial  statements for the nine
     months  ended  November  30,  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 nine 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.

     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. In the third quarter the Company issued  14,971,472 shares of common
     stock in exchange for services valued at $748,574, or $0.05 per share.

(3)  Income  Taxes.  Deferred  income taxes  (benefits)  are provide 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   $7,976,000,
     expiring $1,192,600,  $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 November 30,
     2005 is $3,200,000,  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.


                                       F-8

<PAGE>




                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(4)  Going  Concern.  As  shown  in  the  accompanying   consolidated  financial
     statements,  the Company  incurred a net loss of $7,976,000  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,  and has
     received $300,000 through the end of the third quarter.

(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 and October 2005, the Company  issued a Secured  Convertible
     Debentures in exchange for $150,000 in cash each.

     These  Debentures  have March 31, 2007 maturity  date,  provide for monthly
     payments  commencing  on the  earlier  of the first day of the first  month
     following  effectiveness  of our applicable  registration  statement or the
     stated anniversary of the date of issuance of the respective Debenture, and
     accrue interest at 12% per year. The Debentures are convertible into shares
     of our  common  stock at a price  per  share of  $0.0497,  as  adjusted  in
     accordance with the terms of the Debentures.  The Debentures were 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 Debentures
     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. The Company
     is 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.

(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

                                      F-9

<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(6)  Standby Equity  Distribution  Agreement  (continued.) 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.

(7)  Subsequent events.
     (a)  Stockholders'  Equity In December 2005, the Company filed an Amendment
     to its Articles of  Incorporation  increasing its  authorized  common stock
     from 100,000,000 to 500,000,000 shares, with no change to its par value. In
     addition the Company  issued 440,000 shares of common stock in exchange for
     $66,000 in cash, or $0.15 per share.




                                      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.

     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.



                                       13
<PAGE>



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:  (305) 428-3758 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 November 30, 2005 and 2004.

Financial Condition, Capital Resources and Liquidity

     For the three months ended November 30, 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  November  30, 2005 and 2004 the Company  paid
consulting fees of $739,500 and $155,800 respectively.

     For the three months ended November 30, 2005 and 2004 the Company had, on a
consolidated basis,  general and administrative  expenses of $33,900 and $30,800
respectively.

     For the three months ended November 30, 2005 and 2004 the Company had, on a
consolidated   basis,   total  operating   expenses  of  $869,100  and  $247,900
respectively.

Net Losses

     For the three months ended November 30, 2005 and 2004, the Company reported
a net loss from operations of $869,200 and $247,900 respectively.

Results of Operations For the Nine Months Ended November 30, 2005 and 2004.

Financial Condition, Capital Resources and Liquidity

     For the nine months ended  November 30, 2005 and 2004 the Company  recorded
revenues  of $0  and $0  respectively.  The  Company  has  no  ongoing  business
generating revenues.

     For the nine months  ended  November  30,  2005 and 2004 the  Company  paid
consulting fees of $854,500 and $2,544,600 respectively.

     For the nine months ended  November 30, 2005 and 2004 the Company had, on a
consolidated basis, general and administrative expenses of $158,200 and $405,600
respectively.

     For the nine months ended  November 30, 2005 and 2004 the Company had, on a
consolidated  basis,  total  operating  expenses of  $1,193,400  and  $3,056,700
respectively.

Net Losses

     For the nine months ended November 30, 2005 and 2004, the Company  reported
a net loss from operations of $1,193,600 and $3,154,700 respectively.



                                       14
<PAGE>



Liquidity/Working Capital

     At November 30, 2005, the Company had cash of $21,700 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  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  "Registrati0n
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.



                                       15
<PAGE>



     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 as a  post-closing  matter
triggered by our obtaining  shareholder  approval and filing an amendment to our
Certificate  of  Incorporation  to  increase  our  authorized  common  stock  as
described above which occurred in late December 2005.

     On August  26,  2005 and  October  25,  2005,  we entered  into  Securities
Purchase Agreements with Cornell Capital pursuant to which we issued two secured
convertible  debentures in the principal amount of $150,000 each (the "First and
Second Debentures").  The First Debentures, as amended, and the Second Debenture
mature in March 2007 and accrue interest at 12% per year.

     The Debentures are convertible  into shares of our common stock.  The First
Debenture  and the Second  Debenture  are  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 as a  post-closing  matter,  as  noted  above,
triggered by our obtaining the shareholder  approval and filing the amendment to
our Certificate of Incorporation as described above.

     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
$7,976,100 expiring  $1,189,200,  $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 $3,200,000  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 November  30,  2005,  the Company had one (1)  part-time  employee.  The
Company  anticipates that it will rely greatly on the management skills of 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.



                                       16
<PAGE>


Item 3. Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
concluded,  based on an  evaluation  conducted  as of November 30, 2005 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.



                                     Part II

Item 1. Legal Proceedings

     The  Company  had no material  legal  proceedings  other than a minor civil
action in Missouri which the Company and the plaintiffs have agreed to settle as
of the date of this  report  subject to  execution  of a  definitive  settlement
agreement.


Item 2. Changes in Securities and Use of Proceeds

     During the nine months ended  November 30, 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, and 14,971,472 shares of restricted, unregistered common stock for
services. 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.

     The  Company  issued an  aggregate  of  440,000  shares of common  stock in
December  2005  pursuant to the  exemption  provided  for in Section 4(2) of the
Securities Act of 1933, as amended,  and  Regulation D thereunder.  These shares
were issued to five  individuals.  The purchase price for these shares was $0.15
per share.


Item 3. Defaults upon Senior Securities

None.



                                       17
<PAGE>



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

None.


Item 5. Other Information

     A - Norbert Etienne resigned his position as a member of the Poseidis Board
of Directors and as the Secretary of Poseidis effective December 5, 2005.

     B -  On  January  12,  2006  the  Board  of  Directors  of  Poseidis,  Inc.
("Poseidis" or the "Company") appointed Diane Boisvert to serve on the Board and
as Secretary of the Company.  Ms. Boisvert has held senior positions with Canada
National Bank including Vice President and Senior  Executive  (1992-2003) in the
bank's  mortgage  and loan  department.  She is the founder of, and is the self-
employed  operator of, Hypotheca,  Ltd., a mortgage  brokerage firm (2003 to the
present).

     C - On  January  12,  2006,  the  Company  appointed  John J.  McGovern  as
Executive  Vice  President  and Chief  Financial  Officer the  Company.

     D - The Company entered into a consulting  agreement with Phoenix Ventures,
LLP ("Phoenix") pursuant to which Phoenix will provide the Company with services
in the areas of public/government  relations,  business  development,  and other
related professional  services.  The Phoenix agreement is for a term of one year
and provides for a monthly fee of $4,000.  In addition,  with respect to certain
funds or grant monies that the Company  receives through the efforts of Phoenix,
Phoenix  will be  compensated  in an amount  equal to 4% of such  funds or grant
monies as and when such funds are received by the Company.

     E - The Company  filed an amendment to its Articles of  Incorporation  with
the Secretary of State of Florida on December 27, 2005. This amendment increased
the number of shares of the  Company's  authorized  common stock to  500,000,000
shares and  included  provisions  authorizing  the  Company to issue blank check
preferred  stock.  This  amendment is described  in the  Company's  Schedule 14C
information statement, as amended, as filed with


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.



                                       18
<PAGE>



10.4       [4]  Contract for Trading Content with Quelm.

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

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

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)

10.15   *      Agreement  to  Acquire  Real  Estate  in  Theneuille,  France  as
               acknowledged and recorded October 5, 2005.

10.16   *      Engagement  Agreement  dated November 10, 2005 between  Poseidis,
               Inc. and Phoenix Ventures, LLP.

10.17   *      Engagement  Agreement  dated  October 31, 2005 between  Poseidis,
               Inc. and Bridgehead Partners, LLC.

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





                                       19
<PAGE>



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.

     (b) Reports on Form 8-K.  During the quarter ended  November 30, 2005,  the
Company filed the following Reports on Form 8-K:

     On  September  1, 2005,  the Company  filed a report on Form 8-K  regarding
     Items 1.01, 2.03, 3.02, and 9.01.

     On October 28, 2005, the Company filed a report on Form 8-K regarding Items
     1.01, 2.03, 3.02, and 9.01.



                                   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:  January 23, 2006


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