U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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



For the quarter ended: August 31, 2003

Commission file no.: 0-26329

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

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

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

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

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

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


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

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

Copies of Communications Sent to:

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


<PAGE>



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

Yes [X] No [_]

There were 5,306,828 shares of voting common stock of the registrant  issued and
outstanding as of August 31, 2003.


                                     PART I

Item 1. Financial Statements

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



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

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

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

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

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















                                       F-1

<PAGE>



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

                                                                                   August 31,         February 28,
                                                                                      2003                2003
                                                                                -----------------   ----------------
                                                                                  (unaudited)
<S>                                                                             <C>                 <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                                         $          76,269   $        116,412
   Accounts receivable                                                                     91,656             91,104
   VAT taxes receivable                                                                         0                  0
   Prepaid expenses                                                                             0                  0
                                                                                -----------------   ----------------

     Total Current Assets                                                                 167,925            207,516
                                                                                -----------------   ----------------

PROPERTY AND EQUIPMENT
   Leasehold improvements                                                                       0                  0
   Furniture and fixtures                                                                  18,714             18,466
   Equipment                                                                               14,182             13,994
                                                                                -----------------   ----------------

      Subtotal property and equipment                                                      32,896             32,460
      Less: Accumulated depreciation                                                      (16,805)           (13,808)
                                                                                -----------------   ----------------

            Total Property and Equipment                                                   16,091             18,652
                                                                                -----------------   ----------------

OTHER ASSETS
   Deposits                                                                                     0                  0
                                                                                -----------------   ----------------

            Total Other Assets                                                                  0                  0
                                                                                -----------------   ----------------

Total Assets                                                                    $         184,016   $        226,168
                                                                                =================   ================

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Cash overdraft                                                               $               0   $              0
   Accounts payable                                                                             0                  0
   Accrued expenses                                                                       339,807            224,988
   Demand loan from third party                                                                 0                  0
                                                                                -----------------   ----------------

     Total Current Liabilities                                                            339,807            224,988
                                                                                -----------------   ----------------

Total Liabilities                                                                         339,807            224,988
                                                                                -----------------   ----------------

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

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Preferred stock, $0.0001 par value, authorized 10,000,000
    shares; none issued                                                                         0                  0
 Common stock, $0.0001 par value, authorized 50,000,000 shares;
    5,306,828 and 5,262,528 issued and outstanding,                                           531                526
  Additional paid in capital                                                            2,872,354          2,717,309
  Accumulated comprehensive income (loss)                                                 (33,886)           (21,935)
  Stock subscriptions receivable                                                                0                  0
  Accumulated deficit                                                                  (2,994,790)        (2,694,720)
                                                                                -----------------   ----------------

     Total Stockholders' Equity (Deficiency)                                             (155,791)             1,180
                                                                                -----------------   ----------------

Total Liabilities and Stockholders' Equity (Deficiency)                         $         184,016   $        226,168
                                                                                =================   ================
</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,
                                                                 ------------------------------  ---------------------------
                                                                      2003            2002           2003          2002
                                                                 --------------- --------------  ------------- -------------
<S>                                                              <C>             <C>             <C>           <C>
REVENUES                                                         $             0 $       57,177  $           0 $      57,177
                                                                 --------------- --------------  ------------- -------------

EXPENSES
   General and administrative                                             31,213         13,577         66,430        39,363
   Officer salaries                                                            0              0              0             0
   Other salaries                                                              0              0              0         5,102
   Consulting fees                                                        51,320         45,016        109,770     1,070,724
   Depreciation                                                            1,415          1,689          2,887         3,314
   Professional fees                                                      29,268         79,596        120,983        83,830
   Web site development                                                        0              0              0             0
                                                                 --------------- --------------  ------------- -------------

       Total operating expenses                                          113,216        139,878        300,070     1,202,333
                                                                 --------------- --------------  ------------- -------------

Operating income (loss)                                                 (113,216)       (82,701)      (300,070)   (1,145,156)

OTHER INCOME (EXPENSE)
   Interest expense                                                            0         (1,791)             0        (2,482)
   Foreign currency transaction gain (loss)                                    0            (77)             0           (77)
                                                                 --------------- --------------  ------------- -------------

        Total other income (expense)                                           0         (1,868)             0        (2,559)
                                                                 --------------- --------------  ------------- -------------

Net loss before minority interest                                       (113,216)       (84,569)      (300,070)   (1,147,715)
Minority interest in consolidated subsidiaries net (income) loss               0              0              0             0

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                             (118,750)       (11,909)       (11,951)          551
                                                                 --------------- --------------  ------------- -------------




Comprehensive loss                                               $      (231,966)$      (96,478) $    (312,021)$  (1,147,164)
                                                                 =============== ==============  ============= =============
Net loss per weighted average share, basic                       $         (0.02)$        (0.02) $       (0.06)$       (0.29)
                                                                 =============== ==============  ============= =============
Weighted average number of shares                                      5,284,196      5,222,872      5,273,362     3,999,981
                                                                 =============== ==============  ============= =============
</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)


                                                                                              Accumulated
                                             Number                     Additional   Stock     Comp.                     Total
                                               of     Preferred Common    Paid-in    Subs.     Income     Accumulated  Stockholders'
                                             Shares     Stock    Stock    Capital   Receivable  (Loss)       Deficit     Equity
                                            ---------- -------- ------- ----------- ---------- ---------- ----------- -----------
<S>                                          <C>        <C>      <C>     <C>         <C>        <C>        <C>         <C>
BEGINNING BALANCE,
February 29, 2000                             2,050,000 $      0 $   205 $    59,895 $        0 $        0 $   (11,541)$    48,559

Year Ended February 28, 2001:
 April 2000 - accrued expenses                   13,500        0       1       3,384          0          0           0       3,385
 May 2000 - common stock contributed         (1,000,000)       0    (100)        100          0          0           0           0
 May 2000 - 16 for 1 forward split           15,952,500        0   1,596      (1,596)         0          0           0           0
 May 2000 - reverse merger                   23,100,000        0   2,310     229,833          0          0     (39,033)    193,110
 May 2000 - services                          1,900,000        0     190           0          0          0           0         190
 May 2000 - stock subscription receivable       150,000        0      15     149,985   (150,000)         0           0           0
 June 2000 - stock subscriptions received             0        0       0           0    150,000          0           0     150,000
 June 2000 - services                           200,000        0      20     199,980          0          0           0     200,000
 July 2000 - minority interest of subsidiary  5,000,000        0     500      56,210          0          0           0      56,710
 October 2000 - services                        990,000        0      99     232,551          0          0           0     232,650
 Other comprehensive income (loss)                    0        0       0           0          0    (11,638)          0     (11,638)

Net loss                                              0        0       0           0          0          0    (864,247)   (864,247)
                                            ----------- -------- ------- ----------- ---------- ---------- ----------- -----------

BALANCE, February 28, 2001                   48,356,000        0   4,836     930,342          0    (11,638)   (914,821)      8,719

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

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

BALANCE, February 28, 2002                    5,086,996        0     509   1,241,914          0    (19,326) (1,388,749)   (165,652)

Year Ended February 28, 2003:
 Shares issued for cash                          10,858        0       1      33,119          0          0           0      33,120
 April 2002 - 1 for 10 reverse split         (4,581,795)       0    (458)        458          0          0           0           0
 Shares issued to pay accrued expenses        1,080,000        0     108     134,892          0          0           0     135,000
 Shares issued to settle short-term debt        864,000        0      86     107,914          0          0           0     108,000
 Shares issued for stock subscriptions rec.     800,000        0      80      99,920   (100,000)         0           0           0
 Shares issued for services                   1,969,784        0     197     984,695          0          0           0     984,892
 Stock subscription received                          0        0       0           0    100,000          0           0     100,000
 Shares issued for cash                          32,685        0       3     114,397          0          0           0     114,400
 Other comprehensive income (loss)                    0        0       0           0          0     (2,609)          0      (2,609)
Net loss                                              0        0       0           0          0          0  (1,305,971) (1,305,971)
                                            ----------- -------- ------- ----------- ---------- ---------- ----------- -----------

ENDING BALANCE, February 28, 2003             5,262,528        0     526   2,717,309          0    (21,935) (2,694,720)      1,180
6 months ended Aug 31, 2003: (unaudited)
  Shares issued for cash                         44,300        0       5     155,045          0          0           0     155,050
  Other comprehensive income (loss)                   0        0       0           0          0    (11,951)          0     (11,951)
Net loss                                              0        0       0           0          0          0    (300,070)   (300,070)
                                            ----------- -------- ------- ----------- ---------- ---------- ----------- -----------
ENDING BALANCE, May 31, 2003,
(unaudited)                                   5,306,828 $      0 $   531 $ 2,872,354 $        0 $  (33,886)$(2,994,790)$  (155,791)
                                            =========== ======== ======= =========== ========== ========== =========== ===========
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



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



                                                                                       2003                 2002
                                                                                -----------------     ---------------
<S>                                                                             <C>                   <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $        (300,070)    $    (1,147,715)
Adjustments to reconcile net loss to net cash used for development
activities:
   Stock issued for services                                                                    0             984,892
   Depreciation                                                                             2,887               3,314
   Minority interest in consolidated subsidiary income (loss)                                   0                   0
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                                   0               5,110
   (Increase) decrease in prepaid expenses                                                      0                   0
   (Increase) decrease in deposits                                                              0                   0
   Increase (decrease) in accounts payable                                                      0                   0
   Increase (decrease) in accrued expenses                                                114,819             150,809
   Increase (decrease) in VAT payable                                                           0                   0
                                                                                -----------------     ---------------

Net cash used by development activities                                                  (182,364)             (3,590)
                                                                                -----------------     ---------------

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

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

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash acquired in reverse merger                                                              0                   0
   Proceeds from short-term loans                                                               0                   0
   Repayment of short-term loan                                                                 0                   0
   Stock sold for cash                                                                    155,050                   0
   Receipt of stock subscriptions                                                               0              50,000
   Repayment of bank overdraft                                                                  0             (16,473)
                                                                                -----------------     ---------------

Net cash provided by financing activities                                                 155,050              33,527
                                                                                -----------------     ---------------

Effect of exchange rates on cash                                                          (12,829)              8,450
                                                                                -----------------     ---------------

Net increase (decrease) in cash                                                           (40,143)             38,387

CASH, beginning of period                                                                 116,412               1,382
                                                                                -----------------     ---------------

CASH, end of period                                                             $          76,269     $        39,769
                                                                                =================     ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Non-Cash Financing Activities:
    Common stock issued to pay accrued expenses                                 $               0     $       135,000
                                                                                =================     ===============
    Common stock issued to settle short-term debt                               $               0     $       108,000
                                                                                =================     ===============
    Common stock issued for stock subscriptions receivable                      $               0     $       100,000
                                                                                =================     ===============
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-4


<PAGE>



                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements
                  (Information with respect to the three months
                   ended May 31, 2003 and 2002 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.

     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  $2,887 and $3,314 for the six months
     ended August 31, 2003 and 2002, respectively.

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

     h) Interim  financial  information.  The financial  statements  for the six
     months  ended  August  31,  2003 and 2002 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.


                                       F-6


<PAGE>

                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

(2)  Stockholders'  Equity.  The Company  has  authorized  50,000,000  shares of
     $0.0001 par value common stock and  10,000,000  shares of $0.0001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     42,166,000  and no shares  of common  and  preferred  stock,  respectively,
     issued and  outstanding  at May 31,  2001.  On June 10,  1998,  the Company
     issued 1,000,000 shares to its officers for the value of services  rendered
     in connection with the  organization of the Company.  In the second quarter
     of 1998, the Company issued  1,000,000  shares of common stock at $0.01 per
     share for $10,000 in cash. In the third quarter of 1998, the Company issued
     50,000  shares of common  stock at $1.00 per share for $50,000 in cash.  In
     April 2000, the Company issued 13,500 shares of  unrestricted  common stock
     via an S-8  registration  to counsel in  settlement  of accrued  legal fees
     amounting to $3,385.  In May 2000,  two  stockholders  and former  officers
     contributed 1,000,000 shares of common stock back to the Company upon their
     resignations.  In May 2000, the Company  completed a 16 for 1 forward split
     of its common stock. In May 2000, the Company issued  23,100,000  shares to
     acquire BillyWeb Corp.,  (n/k/a Share Exchange Corp.).  In conjunction with
     this  acquisition,  the Company issued  1,900,000 shares of common stock to
     its investment banker for services  rendered,  valued at $190. In May 2000,
     the  Company  issued  150,000  shares of  common  stock in  exchange  for a
     subscription  receivable  of  $150,000 in cash.  In June 2000,  the Company
     received the  subscription  receivable in cash.  In June 2000,  the Company
     issued  200,000  shares of common stock in exchange for services  valued at
     $200,000,  or $1 per share.  In July 2000,  the  Company  issued  5,000,000
     shares of common  stock in exchange for the 22.7% of Share  Exchange  Corp.
     that it did not previously own. In October 2000, the Company issued 990,000
     shares of common stock in exchange for services valued at $232,650.

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

     In April 2002, the Company completed a second 1 for 10 reverse split of its
     common  stock.  In May 2002,  the  Company  agreed to convert  $108,000  of
     short-term debt into 864,000 shares of common stock,  restricted under Rule
     144 plus one  additional  year of  restriction.  In May 2002,  the  Company
     agreed to convert $135,000 of accrued consultant fees into 1,080,000 shares
     of common  stock,  restricted  under Rule 144 plus one  additional  year of
     restriction.   In  May  2002,  the  Company  issued   1,969,784  shares  of
     unrestricted  common  stock  under  an S-8  registration  in  exchange  for
     services  valued at  $984,892.  In May 2002,  the Company  received a stock
     subscription receivable for $100,000 in cash in exchange for 800,000 shares
     of common  stock,  restricted  under Rule 144 plus one  additional  year of
     restriction.  In October 2002,  the Company sold 6,971 shares of restricted
     common  stock in  exchange  for  $24,375 in cash,  or $3.50 per  share.  In
     January  2003,  the Company sold 25,714  shares of common stock in exchange
     for $90,000 in cash, or $3.50 per share.  In the second quarter the Company
     sold 44,300 shares of  restricted  common stock in exchange for $155,050 in
     cash, or $3.50 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   $2,994,800,
     expiring $300,100,  $1,306,000,  $474,000, $864,300 and $50,700 at February
     28, 2024, 2023, 2022, 2021 and 2020,  respectively.  The amount recorded as
     deferred tax asset as of August 31, 2003 is  $1,200,000,  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.

(4)  Going  Concern.  As  shown  in  the  accompanying   consolidated  financial
     statements,  the Company  incurred a net loss of $2,994,800  for the period
     from June 10, 1998 (Inception)  through August 31, 2003. The ability of the
     Company  to  continue  as a  going  concern  is  dependent  upon  obtaining
     additional capital and financing.  The financial  statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.

     In April 2002, the Company  recognized that its plan was not progressing as
     it  had  hoped.  The  Company  elected  to  lay  off  virtually  all of its
     employees,  and pare expenses as dramatically as possible. It then was able
     to convert its short-term debt and accrued  consulting fees into restricted
     common  stock.  It raised an  additional  $370,000 in cash which,  with its
     accounts   receivable,   when  collected,   will  cover  its  expenses  for
     approximately 12 months.

                                       F-7

<PAGE>

                                 Poseidis, Inc.
                   Notes to Consolidated Financial Statements

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

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


















                                       F-8




<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.

                                       11

<PAGE>



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.  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 and Six Months Ended August 31, 2003 and
2002

Financial Condition, Capital Resources and Liquidity

For the  three  months  ended  August  31,  2003 and 2002 the  Company  recorded
revenues of $0 and $57,200  respectively.  For the six months  ended  August 31,
2003 and 2002, the Company recorded revenues of $0 and $57,200 respectively. The
Company has no ongoing business generating revenues.

For the three months ended August 31, 2003 and 2002 the Company paid  consulting
fees of $51,300 and $45,000  respectively.  For the six months  ended August 31,
2003 and 2002,  the Company  paid  consulting  fees of $109,800  and  $1,070,700
respectively.

For the three months ended August 31, 2003 and 2002 the Company had professional
fees in the amount of $29,300 and  $79,600.  For the six months ended August 31,
2003 and 2002, the Company had  professional  fees in the amount of $121,000 and
$83,800 respectively.

For the three  months  ended  August 31,  2003 and 2002 the  Company  had,  on a
consolidated basis,  general and administrative  expenses of $31,200 and $13,600
respectively.  For the six months  ended  August 31, 2003 and 2002,  the Company
had, on a consolidated basis, general and administrative expenses of $66,400 and
$39,400 respectively.

For the three  months  ended  August 31,  2003 and 2002 the  Company  had,  on a
consolidated   basis,   total  operating   expenses  of  $113,200  and  $139,900
respectively. For the six months ended August 31, 2003 and 2002 the Company had,
on a consolidated  basis,  total  operating  expenses of $300,100 and $1,202,300
respectively.

Net Losses

For the three months ended August 31, 2003 and 2002, the Company  reported a net
loss from  operations of $113,200 and $84,600  respectively.  For the six months
ended August 31, 2003 and 2002, the Company  reported a net loss from operations
of $300,100 and $1,147,700 respectively.

                                       12

<PAGE>



Liquidity/Working Capital

At August 31,  2003,  the  Company had cash of $76,300 as compared to $39,800 at
August  31,  2002.  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.

Net Operating Loss Carry-forwards

The Company has net operating loss  carry-forwards  of approximately  $2,994,800
expiring $300,100,  $1,306,000,  $474,000,  $864,300 and $50,700 at February 28,
2024,  2023,  2022,  2021 and 2020,  respectively.  The Company has a $1,200,000
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 August 31, 2003,  the Company had no (0) employees.  The Company  anticipates
that it will rely greatly on the  management  skills of its officers Louis Pardo
and Ludovic Payage.

In August and September  2002, the Company  restructured  its  management  team.
Frederic  Richard  resigned as the Company's  President  and as a Director.  The
Board of Directors  filled the vacancies with Norbert Etienne and Ludovic Payage
to serve as  Directors  until  the next  meeting  of the  shareholders  in which
directors  are elected.  Louis Pardo  resigned as the  Company's  Secretary  and
Treasurer.  Louis Pardo was then appointed by the Board of Directors to serve as
the Company's President. Ludovic Payage was appointed as the Company's Secretary
and Treasurer.

No Director  resigned due to a  disagreement  with the  registrant on any matter
relating  to  the  registrant's  operations,  policies  or  practices  and  none
furnished the registrant with a letter  describing a disagreement and requesting
that the matter be disclosed.

Research and Development Plans

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

                                       13


<PAGE>



Item 3. Controls and Procedures

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

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

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

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

                                     Part II

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

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

None.

Item 5. Other Information

None.



                                       14


Item 6. Exhibits and Reports on Form 8-K

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

Index to Exhibits

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

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

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

3.2        [1]      Bylaws.

5.1        [2]      Opinion of Mintmire & Associates.

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

10.2       [4]      Partnership Contract with Alidoo RCS Paris.

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

10.4       [4]      Contract for Trading Content with Quelm.

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

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

31.1        *       Section 302 Certification by Chief Executive Officer.

31.2        *       Section 302 Certification by Chief Financial Officer.

32.1        *       Sarbanes-Oxley Certification by Chief Executive Officer.

32.2        *       Sarbanes-Oxley Certification by Chief Financial Officer.
----------------


[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.



                                       15


<PAGE>



                                   SIGNATURES

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

                                 Poseidis, Inc.
                                  (Registrant)



Date: October 15, 2003      By:/s/ Louis Pardau Dit Pardo
                            -------------------------------------------------
                            Louis Pardau Dit Pardo, President and Director

                            By:/s/ Ludovic Payage
                            -------------------------------------------------
                            Ludovic Payage, Secretary, Treasurer and Director

                            By:/s/ Norbert Etienne
                            -------------------------------------------------
                            Norbert Etienne, Director


                                       16