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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  EZ TALK, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

222 Lakeview Avenue, Suite 160-217
West Palm Beach, FL                                               33401
------------------------------------------              ------------------------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number: (561) 832-5699


                                  EZ TALK, INC.
                   EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                         A. Rene Dervaes, Jr., President
                       222 Lakeview Avenue, Suite 160-217
                            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



<PAGE>



CALCULATION OF REGISTRATION FEE

<TABLE>
<S>            <C>            <C>            <C>            <C>
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   100,000 (2)    .0238          $2388          $0.63
</TABLE>

$.0001 par value


(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
     calculating  the  Registration  Fee,  which is based on the book  value per
     share of the  Company's  Common  Stock  as of  11/30/99  since  there is no
     current market in their stock.

(2)  Represents  the maximum  number of shares  which may be issued under the EZ
     Talk, Inc. Employee/Consultant Stock Compensation Plan (the "Plan").



<PAGE>



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  includes Form
          10QSB filed on January 14, 2000 for the  quarter  ended  November  30,
          1999; 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:




<PAGE>



     (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


<PAGE>



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  *  EZ Talk, Inc. 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 April 21, 2000.

                                  EZ Talk, Inc.

                                            By: /s/ A. Rene Dervaes, Jr.
                                            -----------------------------------
                                            A. Rene Dervaes, Jr.,      President


         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/ A. Rene Dervaes, Jr.           President & Director          April 21, 2000
---------------------------
A. Rene Dervaes, Jr.

 /s/ Johanna Bonnier                Secretary and Treasurer       April 21, 2000
---------------------------
Johanna Bonnier
[{"type": "S-8", "sequence": "1", "description": "1933 REGISTRATION STATEMENT", "secsgml_size_bytes": 20355}]
{"company-data": {"conformed-name": "EZ TALK", "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": "333-35824", "film-number": "612316"}, "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"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  EZ TALK, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

222 Lakeview Avenue, Suite 160-217
West Palm Beach, FL                                               33401
------------------------------------------              ------------------------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number: (561) 832-5699

                                  EZ TALK, INC.
                   EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                         A. Rene Dervaes, Jr., President
                       222 Lakeview Avenue, Suite 160-217
                            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   100,000 (2)    .0238          $2388          $0.63
$.0001 par value

(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
     calculating  the  Registration  Fee,  which is based on the book  value per
     share of the  Company's  Common  Stock  as of  11/30/99  since  there is no
     current market in their stock.

(2)  Represents  the maximum  number of shares  which may be issued under the EZ
     Talk, Inc. 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  includes Form
          10QSB filed on January 14, 2000 for the  quarter  ended  November  30,
          1999; 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  *  EZ Talk, Inc. 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 April 21, 2000.

                                  EZ Talk, Inc.

                                            By: /s/ A. Rene Dervaes, Jr.
                                            -----------------------------------
                                            A. Rene Dervaes, Jr.,      President

         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/ A. Rene Dervaes, Jr.           President & Director          April 21, 2000
---------------------------
A. Rene Dervaes, Jr.

 /s/ Johanna Bonnier                Secretary and Treasurer       April 21, 2000
---------------------------
Johanna Bonnier