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 November 30, 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 November 30, 2000, there are 43,156,000 shares of voting stock
of the registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets................................................F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)......F-3
Consolidated Statements of Stockholders' Equity............................F-4
Consolidated Statements of Cash Flows......................................F-5
Notes to Consolidated Financial Statements.................................F-6
<PAGE>
<TABLE>
<CAPTION>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Consolidated Balance Sheets
November 30, February 29,
2000 2000
--------------------- ---------------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 98,886 $ 51,841
--------------------- ---------------------
Total Current Assets 98,886 51,841
--------------------- ---------------------
PROPERTY AND EQUIPMENT
Leasehold improvements 4,150 0
Furniture and fixtures 13,026 0
Equipment 9,038 0
--------------------- ---------------------
Subtotal property and equipment 26,214 0
Less: Accumulated depreciation (2,311) 0
--------------------- ---------------------
Total Property and Equipment 23,903 0
--------------------- ---------------------
OTHER ASSETS
Prepaid expenses 74 0
Deposits 7,517 0
--------------------- ---------------------
Total Other Assets 7,591 0
--------------------- ---------------------
Total Assets $ 130,380 $ 51,841
===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 4,000 $ 3,385
Short-term loan 0 0
--------------------- ---------------------
Total Current Liabilities 4,000 3,385
--------------------- ---------------------
Total Liabilities 4,000 3,385
--------------------- ---------------------
Minority Interest in Consolidated Subsidiary 0 0
--------------------- ---------------------
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;
43,156,000 and 2,050,000 issued and outstanding, respectively 4,316 205
Additional paid in capital 674,153 59,895
Stock subscriptions receivable 0 0
Accumulated comprehensive income (loss) (342) 0
Deficit accumulated during the development stage (551,747) (11,644)
--------------------- ---------------------
Total Stockholders' Equity 126,380 48,456
--------------------- ---------------------
Total Liabilities and Stockholders' Equity $ 130,380 $ 51,841
===================== =====================
</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)
Nine Months Ended November 30,
(Unaudited)
Period from
Three Months Ended Nine Months Ended June 10, 1998
November 30, November 30, (Inception)
----------------------------- -------------------------- through
2000 1999 2000 1999 November 30, 2000
-------------- -------------- ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 4,469 $ 0 $ 4,469
-------------- -------------- ------------ ------------ -------------------
Expenses
General and administrative 44,235 105 101,199 265 101,377
Consulting fees 255,750 0 320,066 0 320,066
Services - related parties 0 0 0 0 500
Depreciation 1,480 0 2,311 0 2,311
Professional fees 12,506 2,136 38,634 2,136 38,634
Web site development 9,135 0 100,041 0 150,040
-------------- -------------- ------------ ------------ -------------------
Total expenses 323,106 2,241 562,251 2,401 612,928
-------------- -------------- ------------ ------------ -------------------
Net loss before minority interest (323,106) (2,241) (557,782) (2,401) (608,459)
Minority interest in consolidated
subsidiary net (income) loss 42,656 0 56,712 0 56,712
-------------- -------------- ------------ ------------ -------------------
Net loss (280,450) (2,241) (501,070) (2,401) (551,747)
Other comprehensive income (loss)
Foreign currency translation gain (loss) 1,932 0 (342) 0 (342)
-------------- -------------- ------------ ------------ -------------------
Comprehensive loss $ (278,518)$ (2,241) $ (501,412) $ (2,401) $ (552,089)
============== ============== ============ ============ ===================
Net loss per weighted average share, basic $ (0.01)$ (0.01) $ (0.01) $ (0.01)
============== ============== ============ ============
Weighted average number of shares 42,901,577 2,050,000 41,942,224 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 November 30, 2000
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
---------- --------- --------- --------- ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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) 48,457
Nine Months Ended November 30, 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 1,596 (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
October 2000 - services 990,000 0 99 232,551 0 0 0 232,650
Other comprehensive income (loss) 0 0 0 0 0 (342) 0 (342)
Net loss 0 0 0 0 0 0 (501,070) (501,070)
---------- --------- --------- --------- ---------- -------- ----------- -------------
ENDING BALANCE, November 30, 2000
(unaudited) 43,156,000 $ 0 $ 4,316 $ 674,152 $ 0 $ (342)$ (551,747)$ 126,380
========== ========= ========= ========= ========== ======== =========== =============
</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
Nine Months Ended November 30,
(Unaudited)
Period from
June 10, 1998
(Inception)
through
2000 1999 November 30, 2000
--------------- --------------- -------------------
<S> <C> <C> <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss $ (501,070) $ (2,401) $ (551,747)
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 232,650 0 232,840
Depreciation 2,311 0 2,311
Minority interest in consolidated subsidiary income (loss) (56,712) 0 (56,712)
Change in assets and liabilities:
(Increase) decrease in prepaid expenses (74) 0 (74)
(Increase) decrease in deposits (7,517) 0 (7,517)
Increase (decrease) in accrued expenses 4,000 (3,500) 4,000
--------------- --------------- -------------------
Net cash used by development activities (326,412) (5,901) (376,399)
--------------- --------------- -------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment (26,214) 0 (26,214)
--------------- --------------- -------------------
Net cash used by investing activities (26,214) 0 (26,214)
--------------- --------------- -------------------
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 (151) 0 (342)
--------------- --------------- -------------------
Net increase (decrease) in cash 29,064 (5,901) 98,886
CASH, beginning of period 69,822 58,242 0
--------------- --------------- -------------------
CASH, end of period $ 98,886 $ 52,341 $ 98,886
=============== =============== ===================
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 nine months ended
November 30, 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 consolidated 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 $2,311 and
$0 for the nine months ended November 30, 2000 and 1999, respectively.
F-6
<PAGE>
BILLYWEB CORP.
(f/k/a EZ Talk, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated 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 consolidated financial statements
for the nine months ended November 30, 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 nine 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 November 30, 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. In October 2000, the Company
issued 990,000 shares of common stock in exchange for services valued
at $232,650.
(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 $551,800, expiring $50,700 and $501,100 at February 28,
2020 and 2021, respectively.
The amount recorded as deferred tax assets as of November 30, 2000 is
$116,000, 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 $551,800 for the
period from June 10, 1998 (Inception) through November 30, 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 Consolidated 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 November 30, 2000 were $612,928, on a consolidated basis.
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.
Plan of Operations
The development process of the Company will involve several steps:
; 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.
<PAGE>
; 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 November 30, 2000, the Company had assets totaling $130,380 and an
accumulated net loss of $551,747. The increase in the Company's accumulated
deficit is attributable to website development costs, professional fees,
increased consulting fees, and increased 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 $94,886, 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.
Net Operating Losses
The Company has net operating loss carry-forwards of $551,800,
expiring $50,700 and $501,100 at February 28, 2020 and 2021 respectively. The
company has a $116,000 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
<PAGE>
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.
Item 2. Changes in Securities and Use of Proceeds
In October 2000, the Company issued 990,000 shares of common stock to
various consultants as compensation for services to the Company valued at
$232,650.
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:
<PAGE>
<TABLE>
<S> <C>
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)
----------------
</TABLE>
(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.
(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.
(b) No Reports on Form 8-K were filed during the quarter ended November
30, 2000.
<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.
BILLYWEB CORP.
(Registrant)
Date: January 15, 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
---- --------- -----
January 15, 2000 By: /s/ Frederic Richard
------------------------
Frederic Richard President & Director
