UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2000
BILLYWEB CORP.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-26329 65-0867538
----------------------------- -------------- --------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
222 Lakeview Avenue, Suite 160-217
West Palm Beach, FL 33401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 832-5699
EZTALK, INC.
--------------------------------------------
(Former name or former address, if changes since last report)
Copy of Communications to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
<PAGE>
This Form 8-K/A amends the Form 8-K filed on May 15, 2000 by BillyWeb
Corp., a Florida corporation formerly known as EZ Talk, Inc. The purpose of this
amendment to Form 8-K is to provide financial statements of the company acquired
and the pro forma financial information for Billy Web Corp.,n/k/a Share Exchange
Corporation, a Florida corporation, as required by Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Pursuant to the requirements of Regulation S-X 210.3.05(b),
the following are audited financial statements of Share Exchange Corporation,
f/k/a BillyWeb, Corp., a Florida corporation, for the period from inception
(September 29, 1999) to February 29, 2000. The registrant acquired 77.3% of the
outstanding capital stock of such entity on May 15, 2000.
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report...............................................F-2
Balance Sheet..............................................................F-3
Statement of Operations....................................................F-4
Statement of Stockholders' Equity..........................................F-5
Statement of Cash Flows....................................................F-6
Notes to Financial Statements..............................................F-7
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Share Exchange Corp.
(f/k/a BillyWeb Corp.)
West Palm Beach, Florida
We have audited the accompanying balance sheet of Share Exchange Corp., f/k/a
BillyWeb Corp., a development stage enterprise, as of February 29, 2000 and the
related statement of operations, stockholders' equity and cash flows for the
period from September 29, 1999 (Inception) through February 29, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Share Exchange Corp., f/k/a
BillyWeb Corp., as of February 29, 2000 and the results of its operations and
its cash flows for the period from September 29, 1999 (Inception) through
February 29, 2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has experienced a loss since inception. The
Company's financial position and operating results raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Durland & Company
Durland & Company, CPAs, P.A.
Palm Beach, Florida
June 30, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
SHARE EXCHANGE CORP.
(f/k/a BillyWeb Corp.)
(A Development Stage Enterprise)
Balance Sheet
February 29,
2000
--------------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 69,822
--------------------
Total Current Assets 69,822
--------------------
Total Assets $ 69,822
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term loan $ 60,000
--------------------
Total Current Liabilities 60,000
--------------------
Total Liabilities 60,000
--------------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value, authorized 10,000,000
shares; none issued 0
Common stock, $0.0001 par value, authorized 50,000,000
shares; 5,500,000 issued and outstanding. 550
Additional paid in capital 299,950
Stock subscriptions receivable (240,000)
Deficit accumulated during the development stage (50,678)
--------------------
Total Stockholders' Equity 9,822
--------------------
Total Liabilities and Stockholders' Equity $ 69,822
====================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
SHARE EXCHANGE CORP.
(f/k/a BillyWeb Corp.)
(A Development Stage Enterprise)
Statement of Operations
Period from
September 29, 1999
(Inception)
ended
February 29,
2000
----------------------
<S> <C>
Revenues $ 0
----------------------
Expenses
General and administrative 178
Services - related parties 500
Web site development 50,000
----------------------
Total expenses 50,678
----------------------
Net loss $ (50,678)
======================
Net loss per weighted average share, basic $ (0.01)
======================
Weighted average number of shares 5,000,000
======================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
SHARE EXCHANGE CORP.
(f/k/a BillyWeb Corp.)
(A Development Stage Enterprise)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional Stock During the Total
Number of Preferred Common Paid-in Subscriptions Development Stockholders'
Shares Stock Stock Capital Receivable Stage Equity
----------- ----------- ---------- ----------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BEGINNING BALANCE, 0 $ 0 $ 0 $ 0 $ 0 $ 0
September 29, 2999 (Inception)
9/29/99 - shares issued for services 5,000,000 0 500 0 0 0 500
1/00 - shares issued for subscription rec. 500,000 0 50 299,950 (300,000) 0 0
2/00 - cash received. 0 0 0 0 60,000 0 60,000
Net loss 0 0 0 0 0 (50,678) (50,678)
----------- ----------- ---------- ----------- --------------- ------------- ------------
ENDING BALANCE, February 29, 2000 5,500,000 $ 0 $ 550 $ 299,950 $ (240,000)$ (50,678)$ 9,822
=========== =========== ========== =========== =============== ============= ============
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
<TABLE>
<CAPTION>
SHARE EXCHANGE CORP.
(f/k/a BillyWeb Corp.)
(A Development Stage Enterprise)
Statement of Cash Flows
Period from
September 29, 1999
(Inception)
through
February 29,
2000
------------------------
<S> <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss $ (50,678)
Adjustments to reconcile net loss to net cash used for
development activities:
Stock issued in lieu of cash - related parties 500
Change in assets and liabilities:
None 0
------------------------
Net cash used by development activities (50,178)
------------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of note payable 60,000
Cash received on subscription receivable 60,000
------------------------
Net cash provided by financing activities 120,000
------------------------
Net increase (decrease) in cash 69,822
CASH, beginning of period 0
------------------------
CASH, end of period $ 69,822
========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-cash Financing Activities:
Common stock issued for subscription receivable $ 300,000
========================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-6
<PAGE>
SHARE EXCHANGE CORP.
(f/k/a BillyWeb Corp.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Principles
The Company Share Exchange Corp., f/k/a BillyWeb Corp., is a Florida
chartered development stage corporation which conducts business from
its headquarters in West Palm Beach, Florida. The Company was
incorporated on September 29, 1999, and changed its name on May 3, 2000
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) Start-up costs Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of
Position (SOP) 98-5.
b) Net loss per share Basic is computed by dividing the net loss by the
weighted average number of common shares outstanding during the period.
(2) Stockholders' Equity The Company has authorized 50,000,000 shares of
$0.0001 par value common stock and 10,000,000 shares of no 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
5,500,000 shares of common stock and no shares of preferred stock
issued and outstanding at February 29, 2000. The Company, on September
29, 1999, issued 5,000,000 shares to its founders for the value of
services rendered in connection with the organization of the Company.
On January 15, 2000, the Board of Directors accepted a stock
subscription for 500,000 shares of common stock for $300,000 in cash.
On February 29, 2000, the Company received $60,000 of the stock
subscription receivable.
(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 $50,700,
expiring at February 28, 2020.
The amount recorded as deferred tax assets as of February 29, 2000 is
$7,600, 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 $50,700 for the period from September
29, 1999 (Inception) through February 29, 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.
F-7
<PAGE>
SHARE EXCHANGE CORP.
(f/k/a BillyWeb Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements
(5) Short-Term Note Payable In January and February 2000, the Company
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.
(6) Subsequent Events
a) Stockholders' Equity The Company received the $240,000 stock
subscription balance in April and May 2000.
b) Short-Term Note Payable The entire note payable was repaid in June
2000.
c) Significant Transaction On May 15, 2000, the major stockholders of
the Company entered into an agreement to exchange 77.3% of the issued
and outstanding common shares of Share Exchange Corp. in exchange for
23,100,000 shares of common stock of BillyWeb Corp., (f/k/a EZ Talk,
Inc.), in a reverse merger, which will be accounted for as a
recapitalization of the Company.
d) Contingencies and Commitments On April 1, 2000, the Company 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.
F-8
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Proforma Balance Sheet..................................................F-9
Proforma Statement of Operations........................................F-10
Notes to Proforma Financial Statements..................................F-11
<PAGE>
<TABLE>
<CAPTION>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Proforma Balance Sheets
February 29, 2000
(Unaudited)
Share
Exchange BillyWeb Proforma
Corp. Corp. Adjustments Proforma
-------------- -------------- --------------- -------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 69,822 $ 51,841 $ 121,663
-------------- -------------- -------------
Total Current Assets 69,822 51,841 121,663
-------------- -------------- -------------
OTHER ASSETS
Investment in subsidiary 0 48,856 a) (48,856) 0
-------------- -------------- -------------
Total Other Assets 0 48,856 0
-------------- -------------- -------------
Total Assets $69,822 $ 100,697 $ 121,663
============== ============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 0 $ 3,385 $ 3,385
Short-term loan 60,000 0 60,000
-------------- -------------- -------------
Total Current Liabilities 60,000 3,385 63,385
-------------- -------------- -------------
Total Liabilities 60,000 3,385 63,385
-------------- -------------- -------------
Minority Interest in Consolidated Subsidiary 0 2,232 2,232
-------------- -------------- -------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value and $0.0001 par value,
respectively, authorized 10,000,000 shares; none issued 0 0 0
Common stock, $0.0001 par value, authorized 50,000,000
shares; 5,500,000 and 41,800,000 issued and outstanding,
respectively 550 4,180 a) (550) 4,180
Additional paid in capital 299,950 102,734 a) (299,950) 102,734
Stock subscriptions receivable (240,000) 0 a) 240,000 0
Deficit accumulated during the development stage (50,678) (11,834) a) 11,644 (50,868)
-------------- -------------- -------------
Total Stockholders' Equity 9,822 95,080 56,046
-------------- -------------- -------------
Total Liabilities and Stockholders' Equity $ 69,822 $ 100,697 $ 121,663
============== ============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements
F-9
<PAGE>
<TABLE>
<CAPTION>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Proforma Statements of Operations
February 29, 2000
(Unaudited)
Share
Exchange BillyWeb Proforma
Corp. Corp. Adjustments Proforma
--------------- -------------- ---------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
--------------- -------------- -------------
Expenses
General and administrative 178 765 a) (765) 178
Professional fees 0 2,326 a) (2,136) 190
Services - related parties 500 0 500
Web site development 50,000 0 50,000
--------------- -------------- -------------
Total expenses 50,678 3,091 50,868
--------------- -------------- -------------
Net loss $ (50,678) $ (3,091) $ (50,868)
=============== ============== =============
Net loss per weighted average share, basic $ (0.01) $ (0.01)
=============== ==============
Weighted average number of shares 5,000,000 2,050,000
=============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements
F-10
<PAGE>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Notes to Proforma Financial Statements
(Unaudited)
(1) Proforma Changes
a) Stockholders' Equity 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. [see Note 6(b)]. The
Company issued 1,900,000 shares of common stock to its investment
banker in conjunction with the reverse merger.
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.
(2) Proforma Adjustments
a) Eliminate investment in subsidiary and subsidiary equity.
F-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BILLYWEB CORP.
(Registrant)
Date July 7, 2000
By: /s/ Frederic Richard
--------------------------------
Frederic Richard, President
