Microsoft Word 10.0.2627;

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 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.)

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


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

                                 BILLYWEB CORP.
                2002 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                 ----------------------------------------------
                            (Full title of the plan)

                           Frederic Richard, President
                         222 Lakeview Avenue, Suite 160
                            West Palm Beach, FL 33401
                      -----------------------------------
            (Name, address and telephone number of agent for service)

Copies to:
                               Donald F. Mintmire
                               Mintmire & Associates
                               265 Sunrise Avenue, Suite 204
                               Palm Beach, FL 33480
                               561) 832-5696

CALCULATION OF REGISTRATION FEE



TITLE OF       PROPOSED       PROPOSED       MAXIMUM        AMOUNT OF
SECURITIES     AMOUNT         MAXIMUM        AGGREGATE      REGISTRATION
TO BE          TO BE          OFFERING       OFFERING       FEE (1)
REGISTERED     REGISTERED     PRICE          PRICE
                              PER SHARE
------------   -----------    ---------      ---------      ------------
Common Stock   3,000,000 (2)    $0.50         1,500,000         $138.00


$0.0001 par value

<PAGE>


(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule  457(c),  based on the  average of the bid and asked price
quoted on the OTC BB for the  Company's  Common Stock under the symbol "BLLY" as
of ____________, 2002, which is within five (5) days prior to the date of filing
of this registration statement.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
BillyWeb Corp. Employee/Consultant Stock Compensation Plan (the "Plan").

                                     PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents which have been heretofore filed with the Securities and
Exchange  Commission  (the  "Commission")  by  the  Registrant  pursuant  to the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
reference in this Registration Statement:

(1) The  Registrant's  Initial  Report  on Form l0SB  filed on June 10,  1999 as
amended on August 13, 1999, September 3, 1999 and September 16, 1999;

(2) All other reports filed by the Registrant  with the  Commission  pursuant to
Section  13(a) or Section  15(d) of the Exchange Act since the end of the period
covered by the Form 10SB referred to above including Form 10QSB filed on January
23, 2002 for the quarter ended November 23, 2001; and

(3) The description of the Common Stock of the Registrant  contained in the Form
10SB referred to above.

All documents  filed by the Registrant  with the Commission  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto  which  indicates  that all  securities  offered  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company's Articles of Incorporation provide that:

"The  Corporation  shall  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  Corporation),  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
Corporation, or is or was otherwise serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees), judgments, fines and amounts paid in settlement,  actually and reasonably
incurred by him in connection with such action, suit or proceeding,  if he acted
in good faith and in a manner he reasonably believed to


<PAGE>


be in, or not  opposed  to the best  interests  of the  Corporation,  and,  with
respect to any criminal action or proceeding, has no reasonable cause to believe
his conduct to be unlawful.  The termination of any action,  suit or proceeding,
by judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner he  reasonably  believed  to be in, or not opposed to,
the best interests of the  Corporation  and, with respect to any criminal action
or proceeding, had reasonable cause to believe the action was unlawful."

The Florida Statutes Section 607.0850 provide that:

(1) A corporation shall have power to indemnify any person who was or is a party
to  any  proceeding  (other  than  an  action  by,  or  in  the  right  of,  the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

(2) A  corporation  shall have power to  indemnify  any person,  who was or is a
party to any  proceeding  by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

(3) To the extent that a director,  officer, employee, or agent of a corporation
has been  successful  on the merits or  otherwise  in defense of any  proceeding
referred to in  subsection  (1) or  subsection  (2), or in defense of any claim,
issue,  or matter  therein,  he or she  shall be  indemnified  against  expenses
actually and reasonably incurred by him or her in connection therewith.

(4) Any indemnification  under subsection (1) or subsection (2), unless pursuant
to a  determination  by a  court,  shall  be  made  by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the


<PAGE>



director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

(a) By the board of  directors  by a  majority  vote of a quorum  consisting  of
directors who were not parties to such proceeding;

(b) If such a quorum is not obtainable or, even if obtainable,  by majority vote
of a committee duly designated by the board of directors (in which directors who
are parties may participate)  consisting  solely of two or more directors not at
the time parties to the proceeding;

(c) By independent legal counsel:

1.  Selected  by the  board of  directors  prescribed  in  paragraph  (a) or the
committee prescribed in paragraph (b); or

2. If a quorum of the  directors  cannot be obtained for  paragraph  (a) and the
committee cannot be designated under paragraph (b), selected by majority vote of
the  full  board  of  directors   (in  which   directors  who  are  parties  may
participate); or

(d)  By  the  shareholders  by  a  majority  vote  of  a  quorum  consisting  of
shareholders  who were not parties to such  proceeding  or, if no such quorum is
obtainable,  by a majority  vote of  shareholders  who were not  parties to such
proceeding.

(5)  Evaluation  of  the   reasonableness   of  expenses  and  authorization  of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

(6) Expenses incurred by an officer or director in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition of
such  proceeding upon receipt of an undertaking by or on behalf of such director
or  officer  to repay  such  amount if he or she is  ultimately  found not to be
entitled  to  indemnification  by the  corporation  pursuant  to  this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

(7) The  indemnification  and advancement of expenses  provided pursuant to this
section  are not  exclusive,  and a  corporation  may make any other or  further
indemnification  or advancement  of expenses of any of its directors,  officers,
employees,  or  agents,  under any bylaw,  agreement,  vote of  shareholders  or
disinterested directors, or otherwise,  both as to action in his or her official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and constitute:

(a) A violation of the criminal law, unless the director,  officer, employee, or
agent had  reasonable  cause to believe  his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful;

(b) A transaction from which the director,  officer,  employee, or agent derived
an improper personal benefit;


<PAGE>


(c) In the  case  of a  director,  a  circumstance  under  which  the  liability
provisions of s. 607.0834 are applicable; or

(d) Willful  misconduct or a conscious  disregard for the best  interests of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.

(8)  Indemnification  and  advancement  of expenses as provided in this  section
shall continue as, unless otherwise  provided when authorized or ratified,  to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person, unless otherwise provided when authorized or ratified.

(9)  Unless the  corporation's  articles  of  incorporation  provide  otherwise,
notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  of the board or of the  shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for  indemnification  or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court,  after  giving  any  notice  that  it  considers  necessary,   may  order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking  court-ordered   indemnification  or  advancement  of  expenses,  if  it
determines that:

(a)  The  director,  officer,  employee,  or  agent  is  entitled  to  mandatory
indemnification  under  subsection (3), in which case the court shall also order
the corporation to pay the director  reasonable  expenses  incurred in obtaining
court-ordered indemnification or advancement of expenses;

(b) The director,  officer, employee, or agent is entitled to indemnification or
advancement of expenses,  or both, by virtue of the exercise by the  corporation
of its power pursuant to subsection (7); or

(c) The director,  officer, employee, or agent is fairly and reasonably entitled
to  indemnification  or  advancement  of expenses,  or both,  in view of all the
relevant  circumstances,  regardless  of whether such person met the standard of
conduct set forth in subsection (1), subsection (2), or subsection (7).

(10) For purposes of this section, the term "corporation"  includes, in addition
to  the  resulting  corporation,  any  constituent  corporation  (including  any
constituent of a constituent) absorbed in a consolidation or merger, so that any
person who is or was a director,  officer,  employee,  or agent of a constituent
corporation, or is or was serving at the request of a constituent corporation as
a director,  officer,  employee,  or agent of another corporation,  partnership,
joint venture,  trust, or other  enterprise,  is in the same position under this
section with respect to the  resulting  or  surviving  corporation  as he or she
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued."

Item 7. Exemption from Registration Claimed.

         Not applicable.


<PAGE>


Item 8.   Exhibits.

5.1    *  Opinion of Mintmire & Associates

10.35  *  BillyWeb Corp. 2002 Employee/Consultant Stock Compensation Plan

23.1   *  Consent of Durland & Company, CPAs, P.A.

23.2   *  Consent of Mintmire & Associates  (contained in the opinion filed as
          Exhibit 5.1 hereof)

(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

(a) (1) to file,  during  any period in which it offers or sells  securities,  a
post  effective  amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

(2) that, for the purpose of determining  any liability under the Securities Act
of 1933, to treat each post-effective  amendment as a new registration statement
of the securities offered, and the offering of the securities at that time to be
the initial bona fide offering;

(3) to remove from  registration by means of a  post-effective  amendment any of
the securities that remain unsold at the end of the offering.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the  "Act") may be  permitted  to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of West Palm Beach,  Florida,
on May 22, 2002.

                                 BillyWeb Corp.
                                  (Registrant)


 By:/s/Frederic Richard
------------------------------------
Frederic Richard, President & Director


By:/s/ Louis Pardau Dit Pardo
-----------------------------------
Louis Pardau Dit Pardo, Secretary & Treasurer


Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.





Signature                           Title                             Date
-------------                       ---------------------       ----------------


/s/Frederic Richard
---------------------------
Frederic Richard                    President & Director

/s/ Louis Pardau Dit Pardo
---------------------------
Louis Pardau Dit Pardo              Secretary and Treasurer
[{"type": "S-8", "sequence": "1", "filename": "billyw-s8_05222002.txt", "description": "1933 REGISTRATION STATEMENT", "secsgml_size_bytes": 19730}]
{"company-data": {"conformed-name": "BILLYWEB CORP", "cik": "0001088399", "assigned-sic": "9995", "irs-number": "650867538", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88790", "film-number": "02659539"}, "business-address": {"street1": "222 LAKE AVENUE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}, "mail-address": {"street1": "222 LAKE AVENUE", "city": "PALM BEACH", "state": "FL", "zip": "33401"}, "former-company": {"former-conformed-name": "EZ TALK", "date-changed": "19990610"}}
Microsoft Word 10.0.2627;

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 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.)

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

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

                                 BILLYWEB CORP.
                2002 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                 ----------------------------------------------
                            (Full title of the plan)

                           Frederic Richard, President
                         222 Lakeview Avenue, Suite 160
                            West Palm Beach, FL 33401
                      -----------------------------------
            (Name, address and telephone number of agent for service)

Copies to:
                               Donald F. Mintmire
                               Mintmire & Associates
                               265 Sunrise Avenue, Suite 204
                               Palm Beach, FL 33480
                               561) 832-5696

CALCULATION OF REGISTRATION FEE

TITLE OF       PROPOSED       PROPOSED       MAXIMUM        AMOUNT OF
SECURITIES     AMOUNT         MAXIMUM        AGGREGATE      REGISTRATION
TO BE          TO BE          OFFERING       OFFERING       FEE (1)
REGISTERED     REGISTERED     PRICE          PRICE
                              PER SHARE
------------   -----------    ---------      ---------      ------------
Common Stock   3,000,000 (2)    $0.50         1,500,000         $138.00

$0.0001 par value
(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule  457(c),  based on the  average of the bid and asked price
quoted on the OTC BB for the  Company's  Common Stock under the symbol "BLLY" as
of ____________, 2002, which is within five (5) days prior to the date of filing
of this registration statement.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
BillyWeb Corp. Employee/Consultant Stock Compensation Plan (the "Plan").

                                     PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents which have been heretofore filed with the Securities and
Exchange  Commission  (the  "Commission")  by  the  Registrant  pursuant  to the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
reference in this Registration Statement:

(1) The  Registrant's  Initial  Report  on Form l0SB  filed on June 10,  1999 as
amended on August 13, 1999, September 3, 1999 and September 16, 1999;

(2) All other reports filed by the Registrant  with the  Commission  pursuant to
Section  13(a) or Section  15(d) of the Exchange Act since the end of the period
covered by the Form 10SB referred to above including Form 10QSB filed on January
23, 2002 for the quarter ended November 23, 2001; and

(3) The description of the Common Stock of the Registrant  contained in the Form
10SB referred to above.

All documents  filed by the Registrant  with the Commission  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto  which  indicates  that all  securities  offered  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company's Articles of Incorporation provide that:

"The  Corporation  shall  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  Corporation),  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
Corporation, or is or was otherwise serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees), judgments, fines and amounts paid in settlement,  actually and reasonably
incurred by him in connection with such action, suit or proceeding,  if he acted
in good faith and in a manner he reasonably believed to
be in, or not  opposed  to the best  interests  of the  Corporation,  and,  with
respect to any criminal action or proceeding, has no reasonable cause to believe
his conduct to be unlawful.  The termination of any action,  suit or proceeding,
by judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner he  reasonably  believed  to be in, or not opposed to,
the best interests of the  Corporation  and, with respect to any criminal action
or proceeding, had reasonable cause to believe the action was unlawful."

The Florida Statutes Section 607.0850 provide that:

(1) A corporation shall have power to indemnify any person who was or is a party
to  any  proceeding  (other  than  an  action  by,  or  in  the  right  of,  the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

(2) A  corporation  shall have power to  indemnify  any person,  who was or is a
party to any  proceeding  by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

(3) To the extent that a director,  officer, employee, or agent of a corporation
has been  successful  on the merits or  otherwise  in defense of any  proceeding
referred to in  subsection  (1) or  subsection  (2), or in defense of any claim,
issue,  or matter  therein,  he or she  shall be  indemnified  against  expenses
actually and reasonably incurred by him or her in connection therewith.

(4) Any indemnification  under subsection (1) or subsection (2), unless pursuant
to a  determination  by a  court,  shall  be  made  by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

(a) By the board of  directors  by a  majority  vote of a quorum  consisting  of
directors who were not parties to such proceeding;

(b) If such a quorum is not obtainable or, even if obtainable,  by majority vote
of a committee duly designated by the board of directors (in which directors who
are parties may participate)  consisting  solely of two or more directors not at
the time parties to the proceeding;

(c) By independent legal counsel:

1.  Selected  by the  board of  directors  prescribed  in  paragraph  (a) or the
committee prescribed in paragraph (b); or

2. If a quorum of the  directors  cannot be obtained for  paragraph  (a) and the
committee cannot be designated under paragraph (b), selected by majority vote of
the  full  board  of  directors   (in  which   directors  who  are  parties  may
participate); or

(d)  By  the  shareholders  by  a  majority  vote  of  a  quorum  consisting  of
shareholders  who were not parties to such  proceeding  or, if no such quorum is
obtainable,  by a majority  vote of  shareholders  who were not  parties to such
proceeding.

(5)  Evaluation  of  the   reasonableness   of  expenses  and  authorization  of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

(6) Expenses incurred by an officer or director in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition of
such  proceeding upon receipt of an undertaking by or on behalf of such director
or  officer  to repay  such  amount if he or she is  ultimately  found not to be
entitled  to  indemnification  by the  corporation  pursuant  to  this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

(7) The  indemnification  and advancement of expenses  provided pursuant to this
section  are not  exclusive,  and a  corporation  may make any other or  further
indemnification  or advancement  of expenses of any of its directors,  officers,
employees,  or  agents,  under any bylaw,  agreement,  vote of  shareholders  or
disinterested directors, or otherwise,  both as to action in his or her official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and constitute:

(a) A violation of the criminal law, unless the director,  officer, employee, or
agent had  reasonable  cause to believe  his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful;

(b) A transaction from which the director,  officer,  employee, or agent derived
an improper personal benefit;
(c) In the  case  of a  director,  a  circumstance  under  which  the  liability
provisions of s. 607.0834 are applicable; or

(d) Willful  misconduct or a conscious  disregard for the best  interests of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.

(8)  Indemnification  and  advancement  of expenses as provided in this  section
shall continue as, unless otherwise  provided when authorized or ratified,  to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person, unless otherwise provided when authorized or ratified.

(9)  Unless the  corporation's  articles  of  incorporation  provide  otherwise,
notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  of the board or of the  shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for  indemnification  or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court,  after  giving  any  notice  that  it  considers  necessary,   may  order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking  court-ordered   indemnification  or  advancement  of  expenses,  if  it
determines that:

(a)  The  director,  officer,  employee,  or  agent  is  entitled  to  mandatory
indemnification  under  subsection (3), in which case the court shall also order
the corporation to pay the director  reasonable  expenses  incurred in obtaining
court-ordered indemnification or advancement of expenses;

(b) The director,  officer, employee, or agent is entitled to indemnification or
advancement of expenses,  or both, by virtue of the exercise by the  corporation
of its power pursuant to subsection (7); or

(c) The director,  officer, employee, or agent is fairly and reasonably entitled
to  indemnification  or  advancement  of expenses,  or both,  in view of all the
relevant  circumstances,  regardless  of whether such person met the standard of
conduct set forth in subsection (1), subsection (2), or subsection (7).

(10) For purposes of this section, the term "corporation"  includes, in addition
to  the  resulting  corporation,  any  constituent  corporation  (including  any
constituent of a constituent) absorbed in a consolidation or merger, so that any
person who is or was a director,  officer,  employee,  or agent of a constituent
corporation, or is or was serving at the request of a constituent corporation as
a director,  officer,  employee,  or agent of another corporation,  partnership,
joint venture,  trust, or other  enterprise,  is in the same position under this
section with respect to the  resulting  or  surviving  corporation  as he or she
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued."

Item 7. Exemption from Registration Claimed.

         Not applicable.
Item 8.   Exhibits.

5.1    *  Opinion of Mintmire & Associates

10.35  *  BillyWeb Corp. 2002 Employee/Consultant Stock Compensation Plan

23.1   *  Consent of Durland & Company, CPAs, P.A.

23.2   *  Consent of Mintmire & Associates  (contained in the opinion filed as
          Exhibit 5.1 hereof)

(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

(a) (1) to file,  during  any period in which it offers or sells  securities,  a
post  effective  amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

(2) that, for the purpose of determining  any liability under the Securities Act
of 1933, to treat each post-effective  amendment as a new registration statement
of the securities offered, and the offering of the securities at that time to be
the initial bona fide offering;

(3) to remove from  registration by means of a  post-effective  amendment any of
the securities that remain unsold at the end of the offering.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the  "Act") may be  permitted  to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of West Palm Beach,  Florida,
on May 22, 2002.

                                 BillyWeb Corp.
                                  (Registrant)

 By:/s/Frederic Richard
------------------------------------
Frederic Richard, President & Director

By:/s/ Louis Pardau Dit Pardo
-----------------------------------
Louis Pardau Dit Pardo, Secretary & Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                           Title                             Date
-------------                       ---------------------       ----------------

/s/Frederic Richard
---------------------------
Frederic Richard                    President & Director

/s/ Louis Pardau Dit Pardo
---------------------------
Louis Pardau Dit Pardo              Secretary and Treasurer