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, 2000
Commission file no. 0-26329
BILLYWEB CORP.
---------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 65-0867538
------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 E. 42nd Street, Suite 6-R,
New York, N.Y. 10017
--------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (212) 687-3629
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
---------------------------------- -----------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
--------------------------------------------------------
(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
Indicate by Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No --- ---
As of August 31, 2000, there are 42,166,000 shares of voting stock of the
registrant issued and outstanding.
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..............................F-4
Consolidated Statements of Cash Flows........................................F-5
Notes to Consolidated Financial Statements...................................F-6
F-1
<PAGE>
<TABLE>
<CAPTION>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Consolidated Balance Sheets
<S> <C> <C>
February 29, August 31,
2000 2000
------------------- ------------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 51,841 $ 219,720
------------------- ------------------
Total Current Assets 51,841 219,720
------------------- ------------------
PROPERTY AND EQUIPMENT
Leasehold improvements 0 3,868
Furniture and fixtures 0 15,273
Less: Accumulated depreciation 0 (831)
------------------- ------------------
Total Property and Equipment 0 18,310
OTHER ASSETS
Prepaid expenses 0 947
Deposits 0 7,517
------------------- ------------------
Total Other Assets 0 8,464
------------------- ------------------
Total Assets $ 51,841 $246,494
=================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 3,385 $31,590
Short-term loan 0 0
------------------- ------------------
Total Current Liabilities 3,385 31,590
------------------- ------------------
Total Liabilities 3,385 31,590
------------------- ------------------
Minority Interest in Consolidated Subsidiary 0 42,656
------------------- ------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, authorized 10,000,000
shares; none issued 0 0
Common stock, $0.0001 par value, authorized 50,000 shares;
2,050,000 and 42,166,000 issued and outstanding, respectively 205 4,216
Additional paid in capital 59,895 441,603
Stock subscriptions receivable 0 0
Accumulated comprehensive income (loss) 0 (2,273)
Deficit accumulated during the development stage (11,644) (271,298)
------------------- ------------------
Total Stockholders' Equity 48,456 172,248
------------------- ------------------
Total Liabilities and Stockholders' Equity $ 51,841 $246,494
=================== ==================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Consolidated Statements of Operations and Comprehensive Income (Loss)
Six Months Ended August 31,
(Unaudited)
<S> <C> <C> <C>
Period from
June 10, 1998
(Inception)
through
2000 1999 August 31, 2000
----------------- ---------------- -------------------
Revenues $ 4,469 $ 0 $ 4,469
----------------- ---------------- -------------------
Expenses
General and administrative 56,964 160 57,142
Consulting fees 64,316 0 64,316
Services - related parties 0 0 500
Depreciation 831 0 831
Professional fees 26,128 0 26,128
====== ======
Web sit development 90,906 0 140,906
----------------- ---------------- -------------------
Total expenses 239,145 160 289,823
----------------- ---------------- -------------------
Net loss before minority interest (234,676) (160) (285,354)
Minority interest in consolidated subsidiary net (income) 14,056 0 14,056
loss
----------------- ---------------- -------------------
Net loss (220,620) (160) (271,298)
Other comprehensive income (loss)
Foreign currency translation gain (loss) (2,273) 0 (2,273)
----------------- ---------------- -------------------
Comprehensive loss $(222,893) $(160) $(273,571)
================= ================ ===================
Net loss per weighted average share, basic $ (0.01 $ (0.01)
================= ================
Weighted average number of shares 38,332,652 2,050,000
================= ================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Consolidated Statements of Stockholders' Equity
Period from June 10, 1998 (Inception) through August 31, 2000
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Deficit
Accumulated Accumulated
Number Additional Stock Comp. During the Total
of Preferred Common Paid-in Subs. Income Development Stockholders'
Shares Stock Stock Capital Receivable (Loss) Stage Equity
---------- -------- -------- ---------- ---------- -------- ----------- -------------------
BEGINNING BALANCE, June 10, 1998 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Year Ended February 28, 1999:
----------------------------
June 1998 - services 1,000,000 0 100 0 0 0 0 100
1st qtr. 1998 - cash 1,000,000 0 100 9,900 0 0 0 10,000
2nd qtr. 1998 - cash 50,000 0 5 49,995 0 50,000
Net loss 0 0 0 0 0 0 (8,743) (8,743)
---------- -------- -------- ---------- ---------- -------- ----------- -------------------
BALANCE, February 28, 1999 2,050,000 0 205 59,895 0 0 (8,743) 51,357
Year Ended February 29, 2000:
----------------------------
Net loss 0 0 0 0 0 0 (2,901) (2,901)
---------- -------- -------- ---------- ---------- -------- ----------- -------------------
BALANCE, February 29, 2000 2,050,000 0 205 59,895 0 0 (11,644) 48,456
Six Months Ended August 31, 2000:
--------------------------------
(unaudited)
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 1,595 (1,595) 0 0 0 0
May 2000 - reverse merger 23,100,000 0 2,310 229,834 0 0 (39,034) 193,110
May 2000 - services 1,900,000 0 190 0 0 0 0 190
May 2000 - stock subscription receivable 150,000 0 15 149,985 (150,000) 0 0 0
June 2000 - stock subscriptions received 0 0 0 0 150,000 0 0 150,000
Other comprehensive income (loss) 0 0 0 0 0 (2,273) 0 (2,273)
Net loss 0 0 0 0 0 0 (220,620) (220,620)
---------- -------- -------- ---------- ---------- -------- ------------ ------------------
ENDING BALANCE, August 31, 2000
(unaudited) 42,166,000 $0 $4,216 $441,603 $0 $(2,273) $(271,298) $172,248
========== ======== ======== ========== ========== ========= =========== ==================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
Six Months Ended August 31,
(Unaudited)
<S> <C> <C> <C>
Period from
June 10, 1998
(Inception)
through
2000 1999 August 31, 2000
------------------ ----------------- ---------------------
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss $ (220,620) $ (160) $ (271,298)
Adjustments to reconcile net loss to net cash used for
development activities:
Stock issued for services - related parties 0 0 500
Stock issued for services 0 0 190
Depreciation 831 0 831
Minority interest in consolidated subsidiary income (loss) (14,056) 0 (14,056)
Change in assets and liabilities:
(Increase) decrease in prepaid expenses (947) 0 (947)
(Increase) decrease in deposits 7,517 0 (7,517)
Increase (decrease) in accrued expenses 31,590 0 31,590
------------------ ----------------- ---------------------
Net cash used by development activities (195,685) (160) (260,707)
------------------ ----------------- ---------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment (20,252) 0 (20,252)
------------------ ----------------- ---------------------
Net cash used by investing activities (20,252) 0 (20,252)
------------------ ----------------- ---------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Cash acquired in reverse merger 51,841 0 51,841
Proceeds from short-term loan 0 0 60,000
Repayment of short-term loan (60,000) 0 (60,000)
Receipt of stock subscriptions by subsidiary 240,000 0 300,000
Receipt of stock subscriptions 150,000 0 150,000
------------------ ----------------- ---------------------
Net cash provided by financing activities 381,841 0 501,841
------------------ ----------------- ---------------------
Effect of exchange rates on cash 1,975 0 (1,162)
------------------ ----------------- ---------------------
Net increase (decrease) in cash 167,879 (160) 219,720
CASH, beginning of period 51,841 58,242 0
------------------ ----------------- ---------------------
CASH, end of period $ 219,720 $ 58,082 $ 219,720
================== ================= =====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Non-Cash Financing Activities:
Common stock issued to pay accrued expenses $ 3,385 $ 0 $ 3,385
================== ================= =====================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Information with respect to the six months ended August 31, 2000 and 1999 is
unaudited)
(1) Summary of Significant Accounting Principles
The Company BillyWeb Corp., f/k/a EZ Talk, Inc., is a Florida chartered
development stage corporation which conducts business from its headquarters
in West Palm Beach, Florida. The Company was incorporated on June 10, 1998.
On May 4, 2000, the Company changed its name to BillyWeb Corp.
The Company has not yet engaged in its expected operations. The
Company's future operations will be to market various products via an
interactive web site. Current activities include raising additional
equity and negotiating with potential key personnel and facilities.
There is no assurance that any benefit will result from such
activities.
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.).
c) Principles of consolidation The consolidated financial statements
include the accounts of BillyWeb Corp. and its wholly owned
subsidiary. Inter-company balances and transactions have been
eliminated. The historical financial statements of Share Exchange
Corp. have been presented for the period prior to the reverse merger.
d) Net loss per share Basic is computed by dividing the net loss by
the weighted average number of common shares outstanding during the
period.
e) Property and equipment All property and equipment are recorded at
cost and depreciated over their estimated useful lives, generally
three, five or seven years, using the straight-line method. Upon sale
or retirement, the costs and related accumulated depreciation are
eliminated from their respective accounts, and the resulting gain or
loss is included in the results of operations. Repairs and maintenance
charges which do not increase the useful lives of the assets are
charged to operations as incurred. Depreciation expense was $831 and
$0 for the six months ended August 31, 2000 and 1999, respectively.
F-6
<PAGE>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
(1) Summary of Significant Accounting Principles (Continued)
f) Foreign currency transaction and translation gains(losses) The
principal operations of the Company are located in France. On a
consolidated basis the Company's reporting currency is the US Dollar.
g) Research & development Research & development expenses are expensed
in the period incurred.
h) Interim financial information The financial statements for the six
months ended August 31, 2000 and 1999 are unaudited and include all
adjustments which in the opinion of management are necessary for fair
presentation, and such adjustments are of a normal and recurring
nature. The results for the six months are not indicative of a full
year results.
(2) Stockholders' Equity The Company has authorized 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 August 31, 2000. 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.
(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 $273,600,
expiring $50,700 and $222,900 at February 28, 2020 and 2021,
respectively.
The amount recorded as deferred tax assets as of August 31, 2000 is
$41,000, which represents the amount of tax benefit of the loss
carryforward. The Company has established a valuation allowance against
this deferred tax asset, as the Company has no history of profitable
operations.
(4) Going Concern As shown in the accompanying financial statements, the
Company incurred a net loss of $273,600 for the period from June 10,
1998 (Inception) through August 31, 2000. The ability of the Company to
continue as a going concern is dependent upon commencing operations and
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. The Company is currently seeking
financing to allow it to begin its planned operations.
F-7
<PAGE>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
(5) Commitments and Contingencies On April 1, 2000, the Company's
subsidiary entered into a three-year lease for office space at
approximately $3,670 per month, or $44,000 annually. The lease contains
a provision for a three-year extension.
(6) Short-Term Note 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.
(7) Material Contracts In May 2000, the Company entered into three
agreements with three French companies, which call for the Company to
place hyper-links and logos for each of these three companies in
strategic locations of the Company's web site. The counter-parties will
also be providing pages of content for the Company's web site. One
agreement is for a term of one year and calls for the counter-party to
pay the Company approximately $1,400 per month. The other two
agreements are for three months and call for the counter-parties to pay
the Company approximately $1,400 and $1,900 per month. All three
agreements automatically renew for terms matching the original life.
Payments are scheduled to begin in September 2000.
F-8
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
General
On May 3, 2000 the Company announced approval of the amendment of its
Articles of Incorporation in order to change the name of the Company from
EZTalk, Inc. to BillyWeb Corp. Total Company accumulated operating expenses as
of August 31, 2000 were $289,823, on a consolidated basis.
On May 15, 2000, BillyWeb Corp., f/k/a EZTalk, Inc. (the "Company") and
Share Exchange Corp., f/k/a BillyWeb Corp. , a Florida corporation, and the
individual holders of outstanding capital stock of Share Exchange Corp. (the
"Holders") consummated a reverse acquisition (the "Reorganization") pursuant to
a certain Share Exchange Agreement ("Agreement") of such date. Pursuant to the
Agreement, the Holders tendered to the Company 77.3% of the issued and
outstanding shares of common stock of Share Exchange Corp. in exchange for
23,100,000 shares of common stock of the Company. The reorganization is being
accounted for as a reverse acquisition.
Simultaneously with the closing of the aforementioned Reorganization, the
then officers and directors of the Company tendered their resignations in
accordance with the terms of the Agreement. Frederic Richard and Alberto Afonso
were elected to serve on the Board of Directors of the Company (the "Board").
The Board subsequently appointed Frederic Richard as President of the Company
and Alberto Afonso as Secretary and Treasurer of the Company.
Plan of Operations
Subsequent to the reorganization of the Company on May 15, 2000 the newly
elected Board of Directors and officers put into place a new Company Mission.
BillyWeb Corp. is an entertainment creation that utilizes a multimedia cluster
organized around the central Internet Portal dedicated entirely to teen and
pre-teen entertainment and "fun" educational needs. BillyWeb was officially
launched in May 2000 at the International Cannes Film Festival. In this short
period since introduction, the Company has already initiated a revenue stream.
The Company believes it will develop substantial sources of recurring revenues
in the near future. The Company's new mission is to establish permanent
worldwide brand name recognition for the Billy World, led by Billy, the
prominent Disney star and Disney club host.
The Company's objective is to have Billy become the Billy World
representative around the globe. The brand name BillyWeb will be continuously
emphasized in all TV, music, video-games, shows, magazines and periodicals, live
shows, events etc. On the WEB site itself, the caption "BillyWeb: Little Browser
Is Helping You" will be recurrent in numerous languages.
The development process of the Company will involve several steps:
<PAGE>
* Various local hosts are selected according to their sensitivity to the local
teenage market, present BillyWeb TV and Radio BillyWeb shows, which share the
characteristics of short, focused and area specific animation by a common
player: Billy, the "big wig" host and guide to the Internet world. The key
visual effect is obtained without any language reference, so that Billy can
perform anywhere without dubbing. In addition to the local host and Billy,
virtual video-composite characters appear in real time thanks to the technology
developed in partnership with City Media.
* A virtual "set" is created on-line, in which a family of various characters
derived from the real world play in motion. This "playground" is subject to
constant evolution and re design for endless surprise effects, and renewed
interest of the youngest. First, a totally animated and fully interactive
"shell" website developed on the common mold is provided for each market;
second, editorial content is provided locally to the shell version of the
original website, and enriched by a local team of specialized journalists.
* On-line co-branding, partnerships and Joint Ventures are actively negotiated
for the purpose to reach the best possible content, optimize traffic and
visibility and maximize profitability by reducing development costs. The various
agreements are negotiated with leading companies that specialize in the teen
market in Music, Video, Movies, Video-games, Toys, Fashion, Travel and Culture,
History and Literature.
* The final stage is to interconnect the different mirrored website platforms.
The creation of a "World" family where French, Anglo-American, Hispanic, German
and possibly Asian characters are joined, linked and mixed in order to create
the first multilingual worldwide access portal for pre- teens and teens.
The Company's has already initiated a stream of revenues. Revenues
optimization will occur as the geographical exposure of BillyWeb reaches its
critical mass. Revenues will accrue from a natural extension of the Company's
current activities and will range from TV production, Live and Radio shows,
advertising, copyrights, endorsement and licensing, royalties on music
production and database sharing.
Financial Condition, Capital Resources and Liquidity
At August 31, 2000, the Company had assets totaling $246,494 and an
accumulated net loss of $273,571. The increase in the Company's accumulated
deficit is attributable to website development costs, professional fees,
increased consulting fees and general and administrative expenses. Since the
Company's inception, it has received $450,000 in cash as consideration for the
issuance of shares of Common Stock.
Liquidity/Working Capital
BLWB's working capital is presently $219,720, however, there can be no
assurance that the Company's financial condition will continue to improve. The
Company is expected to continue to have minimal working capital.
<PAGE>
Net Operating Losses
The Company has net operating loss carry-forwards of $273,600, expiring
$50,700 and $222,900 at February 28, 2020 and 2021 respectively. The company has
a $41,000 deferred tax asset resulting from the loss carry-forwards, for which
it has established a 100% valuation allowance. The Company may not be able to
utilize such carry-forwards as the Company has no history of profitable
operations.
Year 2000 Compliance
The Company has not experienced a material impact to its operations or
financial condition as a result of Year 2000 compliance. The Company does not
expect to experience any future cost to be Year 2000 compliant. The Company does
not anticipate any material disruption in its operations as a result of any
failure by the Company to be in compliance.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), business
strategy, expansion and growth of the Company's business and operations, and
other such matters are forward-looking statements. These statements are based on
certain assumptions and analyses made by the Company in light of its experience
and its perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results or developments will conform with
the Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which are
beyond the control of the Company. Consequently, all of the forward-looking
statements made in this Form 10-QSB are qualified by these cautionary statements
and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequence to or effects on the Company or its
business or operations. The Company assumes no obligations to update any such
forward-looking statements.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
<PAGE>
Item 2. Changes in Securities and Use of Proceeds
Simultaneously with the closing of the Company's Reorganization on May 15,
2000, it issued 1,900,000 shares of common stock to its investment banker for
services rendered, valued at $190.
In June 2000, the Company received $150,000 in cash relating to the stock
subscription receivable accounted for by the Company in the prior quarter.
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated
herein by reference, as follows:
Exhibit No. Description
----------------------------------------------------------------------
2.1 Share Exchange Agreement between EZTalk, Inc. and BillyWeb
Corp. dated May 15, 2000.(4)
3(i).1 Articles of Incorporation of EZT effective June 10, 1998(1)
3(i).2 Articles of Amendment to the Articles of Incorporation of EZT
changing its name to BILLYWEB CORP. filed May 3, 2000(3)
3(ii).1 Bylaws of EZT(1)
10.1 EZ Talk, Inc. Employee/Consultant Stock Compensation Plan(2)
10.2 Partnership Contract with ALIDOO RCS PARIS(3)
10.3 Contract for Trading Content with EUREKAN MULTIMEDIA, SA(3)
10.4 Contract for Trading Content with QUELM(3)
27.1 * Financial Data Schedule
----------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10- SB.
(2) Incorporated herein by reference to the Company's Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on or about April 21,
2000.
<PAGE>
(3) Incorporated herein by reference to the Company's Registration Statement on
Form 10- QSB dated July 11, 2000.
(4) Incorporated herein by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on May 16, 2000.
* Filed herewith
(b) The Company filed an Amended 8-K with the SEC on July 10,
2000, incorporating the Audited Financial Statements of Share
Exchange Corp, a Florida corporation, for the year ending
February 29, 2000, as well as the Company's Proforma Financial
statements for the year ending February 29, 2000.
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BILLYWEB CORP.
(Registrant)
Date: October 23, 2000 By: /s/ Frederic Richard
--------------------------------------
Frederic Richard, President & Director
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Date Signature Title
---- --------- -----
October 23, 2000 By:/s/ Frederic Richard
-----------------------------------------
Frederic Richard President & Director
[BillyWeb 10 QSB 8.31.00 signature page]
