U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB




[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the quarterly period ended December 31, 2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the transition period from _______ to _______

     COMMISSION FILE NUMBER: 000-28657
     ---------------------------------

                              PEOPLESWAY.COM, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                                   87-0374559
          ------                                   ----------
(State or other jurisdiction of                   (IRS Employer
incorporation or organization)                identification No.)


             2969 Interstate Street, Charlotte, North Carolina 28208
             -------------------------------------------------------
                    (Address of principal executive offices)

                                 (704) 393-7591
                                 --------------
                           (Issuer's telephone number)



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 [ ]

Number  of  shares  of  common  stock  outstanding  as  of
February  14,  2002:  13,419,469














                              INDEX TO FORM 10-QSB
                              --------------------

                                                               Page No.
                                                               --------
PART I
------

Item 1.     Financial Statements
            Balance Sheets - December 31, 2001 and March 31, 2001   3

            Statements of Operations - Three and Nine Months
            Ended December 31, 2001 and 2000                        4

            Statements of Cash Flows - Nine Months Ended
            December 31, 2001 and 2000                              5

     Notes to Financial Statements                                  6

Item 2.     Management's Discussion and Analysis of Financial Condition
            And Results of Operations                            7-17

PART II
-------

Item 1.     Legal Proceedings                                      17

Item 2.     Changes in Securities                                  17

Item 3.     Defaults Upon Senior Securities                        17

Item 4.     Submission of Matters to a Vote of Security Holders    17

Item 5.     Other Information                                      17

Item 6.     Exhibits and Reports on Form 8-K                       17

SIGNATURES                                                         18






















<TABLE>
<CAPTION>


                                         PEOPLESWAY.COM, INC.
                                            BALANCE SHEETS
                              AS OF DECEMBER 31, 2001 AND MARCH 31,2001
<S>                                                             <C>                  <C>
                                                                   (Unaudited)
                                                                 December 31, 2001    March 31, 2001
ASSETS                                                           -----------------------------------
--------------------------------------------------------------

CURRENT ASSETS:
--------------------------------------------------------------
Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $           16,056   $         1,392
Due from related parties . . . . . . . . . . . . . . . . . . .             110,933            53,631
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .             104,305           105,110
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . .             231,294           160,133
                                                                -------------------  ----------------

FIXED ASSETS:
--------------------------------------------------------------
Furniture and office equipment . . . . . . . . . . . . . . . .              16,321            16,321
Accumulated depreciation . . . . . . . . . . . . . . . . . . .              (4,325)           (3,125)
NET FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . .              11,996            13,196
                                                                                     ----------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  $          243,290   $       173,329
                                                                -------------------  ----------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
--------------------------------------------------------------

CURRENT LIABILITIES:
--------------------------------------------------------------
Accounts payable and accrued expenses. . . . . . . . . . . . .  $           84,176   $        48,267
Excess of outstanding checks over bank balance . . . . . . . .              10,894            10,894
Deferred revenue - prepaid certificate . . . . . . . . . . . .             204,693           209,215
Due to related parties . . . . . . . . . . . . . . . . . . . .              43,341            56,894
Note payable - stockholder . . . . . . . . . . . . . . . . . .               7,000             7,000
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . .             350,104           332,270
                                                                -------------------  ----------------

LONG-TERM LIABILITIES:
--------------------------------------------------------------
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . .             139,838           115,000
TOTAL LONG-TERM LIABILITIES. . . . . . . . . . . . . . . . . .             139,838           115,000
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . .             489,942           447,270
                                                                -------------------  ----------------

STOCKHOLDERS' DEFICIT:
--------------------------------------------------------------
Common stock ($.001 par value, 100,000,000 shares authorized;
13,389,469 issued and outstanding at  December 31, 2001) . . .              13,389            12,932
Additional paid-in-capital . . . . . . . . . . . . . . . . . .              91,193            46,000
Retained deficit . . . . . . . . . . . . . . . . . . . . . . .            (351,234)         (332,873)
TOTAL STOCKHOLDERS' DEFICIT. . . . . . . . . . . . . . . . . .            (246,652)         (273,941)
                                                                -------------------  ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . .  $          243,290   $       173,329
                                                                -------------------  ----------------
</TABLE>



    The accompanying notes are an integral part of these financial statements
    -------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                         PEOPLESWAY.COM, INC.
                                       STATEMENTS OF OPERATIONS
                    FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000



<S>                                     <C>             <C>             <C>             <C>
                                        Three Months    Three Months    Nine Months     Nine Months
                                        Ended           Ended           Ended           Ended
                                        Dec 31, 2001    Dec 31, 2000    Dec 31, 2001    Dec 31, 2000
REVENUES AND RELATED COSTS:
--------------------------------------
Retail sales . . . . . . . . . . . . .  $     127,102   $     318,889   $     430,978   $     777,031
Less: Distributor allowances on
product purchases. . . . . . . . . . .        (26,162)        (95,667)       (117,560)       (233,109)
                                              100,940         223,222         313,418         543,922
                                        --------------  --------------  --------------  --------------
Other revenue. . . . . . . . . . . . .            -0-           7,199           3,587          58,627
NET REVENUES . . . . . . . . . . . . .        100,940         230,421         317,005         602,549
                                        --------------  --------------  --------------  --------------
COST OF RETAIL SALES . . . . . . . . .        (21,623)       (117,883)       (108,578)       (348,114)
GROSS PROFIT . . . . . . . . . . . . .         79,317         112,538         208,427         254,435
                                        --------------  --------------  --------------  --------------

EXPENSES:
--------------------------------------
Selling, general and administrative. .        105,931         130,024         219,267         341,923
TOTAL EXPENSES . . . . . . . . . . . .        105,931         130,024         219,267         341,923
OPERATING (LOSS) . . . . . . . . . . .        (26,614)        (17,486)        (10,840)        (87,488)
                                        --------------  --------------  --------------  --------------

OTHER EXPENSES:
--------------------------------------
Interest expense . . . . . . . . . . .         (2,757)            -0-          (7,521)            -0-
NET (LOSS) . . . . . . . . . . . . . .  $     (29,371)  $     (17,486)  $     (18,361)  $     (87,488)
                                        --------------  --------------  --------------  --------------

  Net (loss) per share -
  basic and fully diluted. . . . . . .  $          **   $          **   $          **   $          **
  Weighted average shares outstanding.     13,161,219      12,932,969      13,009,052      13,144,910
                                        ==============  ==============  ==============  ==============

** Less than $.01
</TABLE>




    The accompanying notes are an integral part of these financial statements
    -------------------------------------------------------------------------










<TABLE>
<CAPTION>


                                   PEOPLESWAY.COM, INC.
                                 STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000


<S>                                                                   <C>        <C>
                                                                        2001       2000
CASH FLOWS FROM OPERATING ACTIVITIES:
--------------------------------------------------------------------
Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(18,361)  $(87,488)
Adjustments to reconcile net (loss) to net cash (used in) operating
activities:
Common stock issued for services . . . . . . . . . . . . . . . . . .    45,650        -0-
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,200        -0-
(Increase) decrease in prepaid expenses. . . . . . . . . . . . . . .       805     (4,121)
Increase in accounts payable and accrued expenses. . . . . . . . . .    35,909     27,199
Increase (decrease) in deferred revenue - prepaid certificate. . . .    (4,522)    15,131
(Increase) in due from related parties . . . . . . . . . . . . . . .   (70,855)   (50,356)
                                                                      ---------  ---------
NET CASH (USED IN) OPERATING ACTIVITIES. . . . . . . . . . . . . . .   (10,174)   (99,635)
                                                                      ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
--------------------------------------------------------------------
Proceeds from notes payable. . . . . . . . . . . . . . . . . . . . .    24,838    102,152
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . . . . . .    24,838    102,152
                                                                      ---------  ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . .    14,664      2,517
                                                                      ---------  ---------
CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD. . . . . . . . . . . . . . . . . . . . . . .     1,392        636

END OF PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 16,056   $  3,153
                                                                      ---------  ---------
SUPPLEMENTAL CASH FLOW DISCLOSURES:
--------------------------------------------------------------------
Common stock issued for services . . . . . . . . . . . . . . . . . .  $ 45,650   $      -
                                                                      ---------  ---------
</TABLE>







    The accompanying notes are an integral part of these financial statements
    -------------------------------------------------------------------------











                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                              PEOPLESWAY.COM, INC.
                          December 31, 2001 (UNAUDITED)


ITEM 1.
-------

NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The  accompanying  unaudited  financial  statements  have  been prepared in
accordance  with  generally accepted accounting principles for interim financial
information  and  pursuant  to  the  rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial  statements.

     In  the  opinion  of management, the unaudited financial statements contain
all  adjustments  consisting  only  of  normal  recurring  accruals  considered
necessary  to  present  fairly  the Company's financial position at December 31,
2001  (unaudited)  and  March  31,  2001, the results of operations for the nine
months  ended  December  31,  2001  and 2000, and cash flows for the nine months
ended December 31, 2001 and 2000. The results for the nine months ended December
31,  2001,  are not necessarily indicative of the results to be expected for the
entire  fiscal  year  ending  March  31,  2002.

NOTE  2  -  (LOSS)  PER  SHARE
------------------------------

The  following  represents  the  calculation  of  (loss)  per  share:

                         Three         Three         Nine          Nine
                         Months Ended  Months Ended  Months Ended  Months Ended
BASIC & FULLY DILUTED    Dec. 31, 2001 Dec. 31, 2000 Dec.31, 2001  Dec.31, 2000
-------------------------------------------------------------------------------
Net (loss)               $   (29,371)  $  (17,486)   $  (18,361)    $  (87,488)

Less- preferred stock dividends  -0-          -0-           -0-           -0-
                         ------------------------------------------------------
Net (loss)               $   (29,371)  $  (17,486)   $  (18,361)    $  (87,488)

Weighted average number
of common shares
outstanding               13,161,219    12,932,969    13,009,052    13,144,910
                         ------------------------------------------------------

Basic & Fully Diluted
(Loss) per share         $       **    $      **     $     **       $     **
                         ======================================================

** Less than $0.01






ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION
--------

     With the exception of historical facts stated herein, the matters discussed
in  this  report  are  "forward  looking"  statements  that  involve  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited to, statements regarding anticipated levels of future sales
and  earnings  from  operations  of  the  Company.  Readers  of  this report are
cautioned  not to put undue reliance on "forward looking" statements, which are,
by  their  nature,  uncertain  as reliable indicators of future performance. The
Company  disclaims  any  intent  or obligation to publicly update these "forward
looking"  statements,  whether as a result of new information, future events, or
otherwise.  In  addition  the  uncertainties  include,  but  are  not limited to
competitive  conditions  involving  E-commerce,  and  the  sales  of  cosmetics,
flowers,  beauty  and  fragrance  products  over  the  Internet.

General  Description  of  Business
----------------------------------

     Peoplesway.Com,  Inc. ("Peoplesway") is an electronic commerce and Internet
services  company  that  maintains  an Internet destination called "Peoplesway,"
located at www.peoplesway.com. The Peoplesway Web site offers goods and services
for sale, including: cosmetics and beauty products, health supplements, jewelry,
and  flowers, which can be obtained directly through the Web site, or by calling
our  customer  service  team members. The majority of our goods and services are
available  through  an  alliance  with  DRM,  Inc.  and  its  member  network of
approximately  14,000  independent  contractors  who  may  purchase  and  sell
Peoplesway  products  and  services  through  the use of our Web site. We do not
retain an inventory of any product we sell. Payment comes directly to Peoplesway
from  customers  through  a  secure  Internet  server  that  accepts credit card
transactions.  We  then  forward  these orders to DRM or other vendors, who then
will  drop  ship  products  to  customers  as  orders  are  received through our
Peoplesway  Web  sites.

Recent  History
---------------

     Peoplesway, Inc., a closely-held North Carolina corporation incorporated in
August 1999, was acquired by Prospector Energy, Inc. ("Prospector") in a reverse
acquisition,  as  a  wholly-owned subsidiary on September 1, 1999 in a stock for
stock  tax  free  exchange,  whereby  all  outstanding shares of Peoplesway were
exchanged  for  12,500,000  shares  of  Prospector. At inception, Prospector was
authorized to issue 30,000,000 shares of common voting stock, par value one cent
($0.01)  per  share.  Pursuant  to  the  acquisition of Peoplesway and resulting
amendments  to  the  articles  of incorporation, the authorized shares of common
stock  increased  to 100,000,000, the par value was changed to $.001, a 400 to 1
reverse  split  of  Prospector's common stock was effected, resulting in 107,328
shares  being  issued  and outstanding immediately prior to the acquisition, and
the company changed its name to Peoplesway.Com, Inc. Following the conversion of
a  convertible  debenture, there are an additional 3,000,000 shares outstanding,
for  a  total  of 15,607,969 shares of common stock outstanding. During November
2000,  2,675,000  of  these  shares were sent back to the Company's treasury and
retired.

     All  references  in  this  document to "Peoplesway", "the Company" or "us",
"we"  or "our", refer to the Nevada parent, formerly known as Prospector Energy,
Inc., and the North Carolina subsidiary. The principal offices of Peoplesway are
located  at  2969  Interstate  Street,  Charlotte, North Carolina 28208, and its
phone  number  is  (704)  393-7591.

Prior  History
--------------

     Peoplesway was organized as a Utah corporation on October 30, 1980, for the
purpose  of  purchasing,  owning,  holding,  selling, disposing of and otherwise
dealing  in  the  oil and gas business and other natural resources.  It became a
public  company through an offering of common stock to residents of the State of
Utah,  pursuant  to an exemption from registration under then-existing Rule 147,
Securities Act of 1933.  Following the offering, Prospector acquired an interest
in  Four Winds Mineral Venture, a Louisiana partnership that held a 66% interest
in  a  Costa  Rican oil and gas company, in exchange for the issuance 11,250,000
shares  of  common  stock.  This acquisition proved unsuccessful, and thereafter
business  operations  ceased  and  the company was dormant from 1983 until 1997,
when  it  actively  began  seeking  a  merger or acquisition candidate, which it
accomplished  in  1999  when  it  entered  into  the  Acquisition Agreement with
Peoplesway. As Prospector never left the development stage and was dormant until
1997,  we  have  re-designated  our  inception  date  to  be  January  1,  1997.

Charter  Amendments
-------------------

The  following  amendments  to  the Articles of Incorporation have been effected
since  we  were  organized:

-     Effected  a  name  change  from Prospector Energy, Inc. to Peoplesway.Com,
Inc.,  effective  September  13,  1999.

-     Effected a 400 to 1 reverse split of the common stock, effective September
22,  1999.

-     Increased  the  authorized  capital  to  100,000,000  shares,  effective
September  22,  1999.

-     Changed  domicile  from  the  State  of  Utah  to  the  State of Nevada on
September  24,  1999.

Copies of the initial Articles of Incorporation, these amendments and the Bylaws
are  attached  hereto  and  incorporated  herein  by  reference.

Internet  Commerce
------------------

     The  Internet  is  a  worldwide  series of interconnected electronic and/or
computer  networks.  Individuals and companies have recently recognized that the
technological  capabilities  of  the  Internet provide a medium for not only the
promotion and communication of ideas and concepts, but also for the presentation
and sale of information, goods and services. According to statistics reported by
the  Computer  Industry  Almanac, there are projected to be 110 million Internet
users  in  the  United States by the end of 1999, and nearly 14 million users in
Canada  by  year-end.  Of  this  number,  approximately  25%  purchase goods and
services  online,  according  to  a December 1999 study by Scarborough Research.

     Historically, the Internet has been accessible principally through personal
computers. Recently, several companies have announced "Web TV" products designed
for  attachment  to  television  sets  for the purpose of allowing access to the
Internet  without  the  need for a personal computer. Although these products do
not  permit  the full range of functions provided by personal computers, they do
permit  many  of  the  features of the Internet to be viewed on television sets.
Management  believes  that the new Web TV products are expected to substantially
increase  the  number  of people who will shop online by accessing the Internet.
Already,  online  purchases have increased 100% in the past year, according to a
November,  1999  study  by  Yankelovich  Partners,  Inc.

     The  term  "Internet  commerce"  encompasses  the  use  of the Internet for
selling  goods  and  services.  The  use  of  the  Internet  as  a marketing and
advertising  tool  is enhanced by the ability to communicate information through
the  Internet  to  a large number of individuals, businesses and other entities.

     Because of the "virtual" nature of electronic commerce, the online presence
for  certain  merchants  can  significantly  reduce  or  eliminate  the costs of
maintaining  a  physical  retail  facility.  Online  merchants  can also achieve
significant  savings  by  eliminating  traditional  product  packaging,  print
advertising and other point of purchase materials. Marketing on the Internet can
be  especially  advantageous  for  smaller  companies  because  it  removes many
physical  and  capital  barriers  to  entry  and serves to level the competitive
playing  field  by allowing smaller companies to effectively compete with larger
companies.

Internet  Security
------------------

     One  of  the  largest  barriers  to  a  potential customer's willingness to
conduct  commerce  over  the  Internet  is the perceived ability of unauthorized
persons  to  access  and use personal information about the user, such as credit
card  account  numbers,  social  security  numbers and bank account information.
Concerns about the security of the Internet include the authenticity of the user
(i.e.,  is  the  user  accurately  identified),  verification  and certification
methods  of  who  these  users are, and privacy protection for access to private
information transmitted over the Internet. However, recent advances in this area
have  greatly  reduced  the  possibility of such unauthorized access or use. IMC
Worldwide,  Inc.  provides our Unix-based computer system and hosts our Web site
and  our independent contractor Web sites, employing state-of-the-art encryption
software  to  ensure  the  privacy and protection of our customers.  We have not
experienced any occasion in which a user's credit card was misappropriated while
transacting  business  on  Peoplesway.

Alliance  with  DRM
-------------------

     The  majority  of  our goods and services are available through an alliance
with  DRM, Inc. and its subsidiaries, RMC Group, Inc. and RMC Group Canada, Ltd.
("DRM").  DRM  began  offering health and beauty products in 1982, and its sales
from  inception have exceeded $250,000,000 from both U.S. and Canada operations.
It  has a member network of approximately 14,000 independent contractors who may
purchase  and  sell  Peoplesway products and services through the use of our Web
site.  Peoplesway  has established agreements with DRM to market and sell to DRM
independent  contractors.  RMC Group, Inc. was established in 1993 and took over
the  distribution  rights  for the United States from DRM.  In 1998 RMC became a
subsidiary  of  DRM.  RMC  Group  Canada,  Ltd.  was  established  in  1987 as a
subsidiary  of  DRM.  It was established to service the Canadian market. We soon
intend  to  expand  our current agreement with DRM, Inc. by signing an exclusive
license  agreement  to  market  and sell the DRM product lines in North America.

Products  and  Services
-----------------------

     Products  and  services  currently  offered  by  Peoplesway  include:

     Health  and  beauty  products.  Peoplesway offers products through DRM from
their  Rose  Marie  Collection,  including cosmetics, personal hygiene products,
skin  care,  hair  care,  and  bath  products.  In  addition,  DRM supplies Body
Management  System  nutritional  products,  including weight loss and anti-aging
supplements.  DRM  manufactures  and packages these products through a licensing
agreement  with  a  health  and  beauty  product  manufacturer.

     Flowers.  Peoplesway also sells fresh flowers and arrangements delivered to
your  door,  through  an  arrangement  with  Proflowers.Com,  Inc.

Marketing  and  Advertising
---------------------------

     By  leveraging  the DRM sales force, we are simultaneously opening Internet
Web  sites  and marketing the current Peoplesway product lines. Each independent
contractor  is  encouraged  by  Peoplesway  and  DRM  to  open a sub-Web site at
Peoplesway.com.  For  example,  John  Doe  would  have  a  site  address  of
www.peoplesway.com/johndoe.  John Doe will advertise his site and will receive a
commission  for each sale ordered on his site. John Doe's only responsibility is
to  advertise  his  site.  Inventory,  shipping, merchant accounts, payments and
customer  service will be handled by Peoplesway its subsidiaries and affiliates.
It  is  envisioned  that thousands of site owners will individually advertise to
thousands  of  Internet  shoppers to come and shop at their site. As of December
31,  2001,  after  twenty-seven  months  of  operations, we have added 1,400 new
members  and  have  more  than  500  sub  websites.

Risk  Factors.
--------------

     Additional  Capital  Requirements.

     Peoplesway has limited capital. Our primary sales are derived from the sale
of  a  limited number of goods and services online to limited markets, and these
sales  are  presently  dependent upon the services provided by our alliance with
DRM and a small number of employees. If this alliance ends, it is likely that we
cannot  continue  as  a  going  concern. We have limited capital to increase our
sales  force  or  to expand operations; accordingly, without additional capital,
growth  will  be  limited.

     Economic  Considerations.

     Any substantial downturn in economic conditions could significantly depress
discretionary  consumer  spending  and  have  a  material  adverse  effect  on
Peoplesway's  business  operations. At any given time, because of the search and
comparison-shopping  capabilities  using  the Internet, it is possible to locate
items  similar  to  that  sold  by  Peoplesway  at  competitive or lower prices.
Inflation  may  also  affect  the  future  availability  of  favorable  terms or
financing  rates  for Peoplesway or its customers, and deflation may also affect
sales  derived  from  these  operations.

     Reliance  on  Existing  Management.

     Peoplesway's  operations  are  primarily  dependent upon the experience and
expertise  of  Donald  R. "Pete" Monroe, Chairman; Matthew M. Monroe, President;
and  Eugene  M.  Johnston,  CEO  and Secretary/Treasurer. The loss of any of our
management  may  have  a material adverse effect on our present and contemplated
business  operations.  Our success is also dependant upon our ability to attract
and  retain  qualified management, administrative and sales personnel to support
our  anticipated  future  growth, of which there can be no assurance. Peoplesway
does  not  carry  key  man  insurance  upon the lives of any of our directors or
executive  officers.

     Reliance  on  Existing  Alliance

      Peoplesway's  operations are primarily dependent upon the existence of the
alliance with DRM and its subsidiaries, and the contracts that exist between DRM
and  vendors. Formal written agreements have been established with DRM and their
subsidiaries  such  that  all  goods  and service, which DRM or its subsidiaries
offer  for  sale,  are  listed on, and for sale through, the Peoplesway website.
However,  the  loss  of this alliance or a downturn in the business of DRM would
have  a  material  adverse  effect  on  our  present  and  contemplated business
operations.

     Lack  of  Dividends.

     We  have  not paid and do not expect to pay any cash dividends with respect
to  our  common  stock  in  the  foreseeable  future.  We presently have limited
revenues  and capital. Without substantial increases in revenues and capital, it
would  be  impossible  to  pay  cash  dividends.

     Limited  Market  for  Common  Stock.

     There is currently a limited trading market for our shares of common stock,
and  there  can be no assurance that a more substantial market will ever develop
or  be maintained.  Any market price for shares of common stock of Peoplesway is
likely  to  be very volatile, and numerous factors beyond our control may have a
significant  adverse  effect.  In  addition,  the  stock  markets generally have
experienced,  and  continue to experience, extreme price and volume fluctuations
which  have  affected the market price of many small capital companies and which
have often been unrelated to the operating performance of these companies. These
broad market fluctuations, as well as general economic and political conditions,
may  also  adversely affect the market price of our common stock. Further, there
is  no  correlation  between  the  present  limited market price of Peoplesway's
common  stock and our revenues, book value, assets or other established criteria
of  value.  The  present  limited  quotations  of our common stock should not be
considered  indicative  of  the  actual value of Peoplesway or our common stock.

     Shares  Eligible  for  Future  Sales.

     Sales  of  unrestricted  securities  may also have an adverse effect on any
market  that  may  develop  in  Peoplesway's  common  stock.  Of  the 13,389,469
outstanding  shares  of  Peoplesway's  common  stock, 107,328 have satisfied the
two-year  "holding  period"  requirements  of Rule 144(k), meaning that they can
presently  be  sold.  In  addition,  of  the  13,389,469 shares, 12,500,000 were
issued on October 18, 1999, and under Rule 144 of the Securities Act of 1933, if
certain  conditions are satisfied, a limited number of these shares, up to 1% of
the  total  issued and outstanding shares, approximately 129,000 of these shares
up  to  1%  of  the  issued and outstanding shares of the Company, could be sold
during  any  three  month period. Once these shares enter the market, their sale
may  have  a  depressive  effect  on  the  market  price  of  our  stock.






       Conflicts  of  Interest.

     Peoplesway's  directors  and  officers  are  directors, executive officers,
controlling  stockholders  and/or  partners of DRM and its related subsidiaries.
Thus, there exist potential conflicts of interest including, among other things,
time,  effort  and  corporate  opportunity, involved in participation with other
potential  business  opportunities.

       Risks  Associated  with  Execution  of  Growth  Strategy.

     A  principal  component  of Peoplesway's growth strategy is to partner with
additional  merchants  and  service  providers  that  will allow their goods and
services  to  be  sold  through Peoplesway's Web site, and to attract additional
customers.  Peoplesway's  ability  to  execute  its growth strategy depends on a
number of factors including, (i) Peoplesway's ability to acquire these goods and
services  and  related  opportunities  on economically feasible terms;  (ii) our
ability  to obtain the capital necessary to finance the expansion and to pay any
necessary   sales,  marketing  and   operational  expenditures;  and  (iii)  our
ability  to  manage  potentially rapidly growing operations effectively and in a
manner  which will result in significant customer  satisfaction. There can be no
assurance  that  we  will  be  successful  in  any  of  these  respects.

     Internet  and  Information  Systems

     We  rely  upon  the  accuracy  and  proper  utilization of our Internet and
information system to provide timely distribution services, manage our sales and
track our customers' purchase and sale information. To manage our growth, we are
continually evaluating the adequacy of our existing systems and procedures   and
continue  to update and integrate critical functions. We anticipate that we will
regularly  need  to make capital expenditures to upgrade and modify our Internet
and  information  systems,  including  software and hardware, as we grow and the
needs of our business changes. There can be no assurance that we will anticipate
all  of  the demands that our expanding operations will place on our information
system.  The occurrence of a significant system failure or our failure to expand
or  successfully  implement  its systems could have a material adverse effect on
our  operations  and  financial  results.

     Dependence  On  Technical  Employees

     The  success  of  our Internet services business depends in large part upon
our  ability  to  attract  and  retain  highly  skilled  technical  employees in
competitive  labor  markets.  There  can be no assurance that we will be able to
attract  and  retain sufficient numbers of skilled technical employees. The loss
of  existing  technical personnel or difficulty in hiring or retaining technical
personnel  in  the future could have a material adverse effect on our operations
and  financial  results.

     Delivery  Time

     Peoplesway  does  not  have  a  significant  backlog  of business since our
vendors  normally  deliver and/or install products and services purchased by our
customers  within one to seven days from the date of order. Accordingly, backlog
is  not  material  to  our  business or indicative of future sales. From time to
time,  we may experience difficulty in obtaining products from our major vendors
as  a  result  of  general  industry  conditions.  In  addition, in the Internet
industry,  one to three day delivery options are becoming commonplace. If we are
unable  to  deliver products to our customers within a short time period, we may
experience  loss  of  sales.

     Rapid  Technological  Change

     As  with  all  Internet  companies,  our success will depend in part on our
ability  to develop Internet solutions that keep pace with continuing changes in
information  technology,  evolving  industry  standards  and  changing  client
preferences.  There can be no assurance that we will be successful in adequately
addressing  these  developments on a timely basis or that, if these developments
are  addressed, we will be successful in the marketplace. In addition, there can
be  no  assurance  that  products  or  technologies developed by others will not
render  our  services  noncompetitive  or obsolete. Our failure to address these
developments  could  have a material adverse effect on our operating results and
financial  condition.

     Competition;  Low  Barriers  to  Entry.

     Peoplesway  expects  competition  to persist, intensify and increase in the
retail  Internet  industry in the future. There are thousands of individuals and
companies  that  sell goods and services similar to those offered by Peoplesway.
Almost  all  of  our  current  and  potential  competitors have longer operating
histories,  larger  installed  customer bases, longer relationships with clients
and  vendors,  and  significantly  greater  financial,  technical, marketing and
public  relation resources than Peoplesway. As a strategic   response to changes
in  the  competitive  environment, Peoplesway may from time to time make certain
pricing,  service  technology  or  marketing decisions or business or technology
acquisitions  that  could  have  a  material  adverse  effect  on  our business,
financial condition, results of operations and prospects, and similar actions by
competitors  could materially adversely affect our present and proposed business
operations,  results  of  operations,  financial  condition  and  prospects.

     In addition, our ability to generate customers will depend to a significant
degree  on  the  uniqueness  and  quality  of  our products and services and our
reputation  among  our  customers  and  potential  customers,  compared with the
quality  of  similar  services provided by, and the reputations of, Peoplesway's
competitors.  To the extent that we lose customers to our competitors because of
dissatisfaction  with  our services, or our reputation is adversely affected for
any  other  reason, our business, results of operations, financial condition and
prospects  could  be  materially  adversely  affected.

    There  are  relatively  low  barriers  to  entry  into Peoplesway's targeted
business.  Anyone can attempt to purchase and sell the goods and services, which
Peoplesway  purchases and markets. Accordingly, we are likely to face additional
competition  from  new  entrants  into the market in the future. There can be no
assurance that existing or future competitors will not develop or offer services
that  provide  significant performance, price, creative or other advantages over
those  offered  by Peoplesway, which could have a material adverse effect on our
business,  financial  condition,  results  of  operations  and  prospects.

     Acquisitions

     We  may  consider acquiring the assets and operations of other companies in
order  to expand our business.  Integration of acquisitions may involve a number
of  risks that could have a material adverse effect on our operating results and
financial  condition,  including:  restructuring  charges  associated  with  the
acquisitions  and  other  expenses  associated  with  a  change  of  control;
non-recurring  acquisition  costs  such as accounting and legal fees; investment
banking  fees;  amortization  of  acquired  intangible  assets;  recognition  of
transaction-related  obligations  and  various  other acquisition-related costs;
diversion  of  management's  attention;  difficulties with retention, hiring and
training  of  key  personnel;  and  risks of incurring unanticipated problems or
legal  liabilities.  To  date,  we  have  not  entered into any such acquisition
agreements.

     Although we would conduct due diligence, hire outside independent financial
and  accounting  consultants,  and generally require representations, warranties
and indemnifications from the former owners of any acquisition candidates, there
can  be  no  assurance  that  such  owners  will have accurately represented the
financial  and operating conditions of their companies. If an acquired company's
financial  or  operating  results  were  misrepresented, or the acquired company
otherwise  failed  to  perform  as  anticipated,  the  acquisition  could have a
material  adverse  effect  on  the  operating results and financial condition of
Peoplesway.

     Risks  of  "Penny  Stock."

     Peoplesway's  common  stock may be deemed to be  "penny stock" as that term
is  defined  in  Rule  3a51-1  of the Securities and Exchange Commission.  Penny
stocks  are stocks  (i) with a price of less than $5.00 per share; (ii) that are
not  traded  on  a  "recognized"  national  exchange; (iii) whose prices are not
quoted  on  the  NASDAQ  automated  quotation system  (NASDAQ-listed stocks must
still  meet requirement  (i) above); or (iv) in issuers with net tangible assets
less  than  $2,000,000  (if  the  issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than three
years),  or with average sales of less than $6,000,000 for the last three years.
Until  November  1999,  there  had  been  no  "established  public  market"  for
Peoplesway's  common  stock  during  the  last  five years.  While our stock has
traded  between  $.15  and  $5.36  per  share  since  November 1999, there is no
assurance  that  this  price level will continue, as there has thus far been low
volume, and our stock may be deemed to be penny stock at any time. Section 15(g)
of  the  Securities  Exchange  Act  of  1934,  as amended, and Rule 15g-2 of the
Securities  and  Exchange  Commission  require  broker/dealers  dealing in penny
stocks  to  provide  potential investors with a document disclosing the risks of
penny  stocks  and  to obtain a manually signed and dated written receipt of the
document  before  effecting  any transaction in a penny stock for the investor's
account.  Potential  investors  in our common stock are urged to obtain and read
such  disclosure  carefully before purchasing any shares that are deemed to be a
"penny  stock."

     Moreover,  Rule  15g-9  of  the Securities and Exchange Commission requires
broker/dealers  in  penny  stocks  to  approve  the  account of any investor for
transactions  in  such  stocks before selling any penny stocks to that investor.
This  procedure  requires  the  broker/dealer  to  (i)  obtain from the investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii)  reasonably  determine, based on that information,
that  transactions  in  penny  stocks are suitable for the investor and that the
investor  has sufficient knowledge and experience as to be reasonably capable of
evaluating  the  risks  of penny stock transactions;  (iii) provide the investor
with a written statement setting forth the basis on which the broker/dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance  with  these requirements may make it more difficult for investors in
Peoplesway's  common  stock  to  resell  their  shares  to  third  parties or to
otherwise  dispose  of  them.





    Patents, Trademarks, Licenses, Franchisees, Concessions, Royalty Payments or
Vendor  Contracts.

     Peoplesway  has  applied  for  a  federal  trademark  of  "Peoplesway"  and
"Peoplesway.Com."  However,  as  of this date, these federal trademarks have not
been  granted.  We have secured the use of Peoplesway.Com on the Internet, which
cannot  be  used  to access any other Web site as long as we remain current with
our Internet registration of the name.  Agreements and licenses with our vendors
are  directly between DRM and our vendors, other than Proflowers.com, with which
we  have  an oral agreement, cancelable upon notice by either party.  We have no
direct  control  over  the  cancellation  of  these  contracts,  and if they are
canceled,  it may hinder our ability to be profitable or to continue operations.

     NASD  OTC  Bulletin  Board  Quotations.

     Our  common  stock  is  currently quoted on Over the Counter Bulletin Board
(OTC  BB)  under  the  ticker  symbol  'PLWY.'.

RESULTS OF OPERATIONS
---------------------

For  the  Three  and  Nine  Months  Ended  December  30,  2001  and  2000.

Retail  Sales  and  Net  Revenues
---------------------------------

          Retail  sales  and net revenues for the nine months ended December 31,
2001  were  $430,978  and  $313,418,  respectively,  versus retail sales and net
revenues  of  $777,031  and  $543,922, respectively for the comparable period in
2000, a decrease of 44% and 42%, respectively. This decrease in net revenues was
primarily  attributable to an overall decline in business due to the World Trade
Center  terrorist  attacks  and  disaster  on  September  11, 2001. Net revenues
consisted of product sales, monthly service fees and business aid sales. We plan
to  accelerate  growth  of sales in 2002 by increasing expenditures on marketing
and  growing  public  awareness  of  products.

     Expenses
     --------

          Selling, general and administrative expenses for the nine-month period
ended December 31, 2001 were $219,267, versus $341,923 for the comparable period
in  2000, a decrease of 36%. Notable expense decreases for the nine months ended
December  31,  2001  include  overall  labor costs and rent that decreased. Such
decreases  were  primarily  attributable  to  management's attempt to streamline
operations  during  the  period ended December 31, 2001. We anticipate incurring
approximately  the  same  amount  of  these expenses during the remainder of the
current  fiscal year. This decrease in expenses would have been greater since we
incurred  $45,650  in  non-cash  expenses attributable to the issuance of common
shares  in  exchange  for  services received for the quarter ending December 31,
2001.

          We  also  expect  increases  in  certain  expenses such as advertising
through  fiscal  2002  as  the  Company  moves toward increasing development and
marketing  of  our  products.

Cost  of  Sales
---------------

          One of the largest factors in the variations in the cost of sales as a
percentage  of  net  revenues  is  the  cost  of  products.

          Cost of sales for the nine months ended December 31, 2001 was $108,578
versus  $348,114  for  the  same  period  in  2000.  The decrease was due to the
decrease  in  the  Company's  sales during the period. Gross product margins and
product  prices  remained  relatively  constant  during  the  year.

Impact  of  Inflation
---------------------

          We  believe  that  inflation has had a negligible effect on operations
during  the  year.  We  believe that we can offset inflationary increases in the
cost  of  sales  by  increasing  sales  and  improving  operating  efficiencies.

Trends,  Events,  and  Uncertainties
------------------------------------

     Demand  for  our  products will be dependent on, among other things, market
acceptance of the Peopleway.com concept, the quality of our Web site and general
economic  conditions, which are cyclical in nature.  Inasmuch as a major portion
of our activities is the receipt of revenues from the sales of its products, our
business  operations  may be adversely affected by our competitors and prolonged
recessionary  periods.

Liquidity  and  Capital  Resources
----------------------------------

     For  the  Nine  Months  Ended  December  31,  2001  and  2000.

          Cash  flows  used in operations were $10,174 for the nine months ended
December  31,  2001  versus  cash  used  of $99,635 for the same period in 2000.
Management believes this represents a significant achievement in operations from
the  prior  year  period.

          Cash  flows  provided by financing activities was $24,838 for the nine
months  ended  December  31,  2001  versus  cash generated of $2,517 in the same
period  in  2000.  The  cash  flows used in financing activities during the nine
months  ended  December  31,  2001 reflected $24,838 in additional notes payable
issued  by  the  Company.

          We have funded our cash needs from inception through December 31, 2001
with a series of related party, debt, and equity transactions, including private
placements.

          We  will  substantially  rely on the existence of revenue from product
sales  and from the projected revenues of www.Peoplesway.com. We project that we
will  need additional capital to fund operations over the next 12 months. If the
projected  revenues  of  www.Peoplesway.com  fall  short  of needed capital, the
Company  will not be able to sustain its capital needs for more than six months.
We  will then need to obtain additional capital through equity or debt financing
to  sustain  operations  for  an additional year. A lack of significant revenues
beginning  in the second six months of fiscal 2002 will significantly affect the
cash position of the Company and move the us toward a position where the raising
of  additional  funds  through  equity  or  debt  financing  will  be necessary.

    On  a  long-term basis, liquidity is dependent on continuation and expansion
of  operations,  receipt  of  revenues, additional infusions of capital and debt
financing.  We  are considering launching a wide scale marketing and advertising
campaign.  Our current available capital and revenues are not sufficient to fund
such  a  campaign.  If  we  choose  to  launch  such  a campaign it well require
substantially more capital.  If necessary, we plan to raise this capital through
an additional follow-on stock offering. The funds raised from this offering will
be used to develop and execute the marketing and advertising strategy, which may
include  the  use of television, radio, print and Internet advertising. However,
there  can  be  no assurance that we will be able to obtain additional equity or
debt  financing  in  the future, if at all. If we are unable to raise additional
capital,  our growth potential will be adversely affected. Additionally, we will
have  to  significantly  modify  our  plans.

PART II. OTHER INFORMATION
--------

Item  1.  Legal  Proceedings
-------

     The  Company  is  not a party to any legal proceedings, nor, to the best of
its  knowledge,  are  any  such  proceedings  threatened  or  contemplated.

Item  2.  Changes  in  Securities
-------

None.

Item  3.  Defaults  upon  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)  Exhibits
          --------
3.  Articles  of  Incorporation  with  amendments and bylaws are incorporated by
reference  to  Exhibit  No.  1  of  Form  10-SB  as amended filed November 2000.

     (b)  Reports  on  Form  8-K
          ----------------------
      None.




                           --SIGNATURE PAGE FOLLOWS--



                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        PEOPLESWAY.COM, INC.
                                        (Registrant)



Date:  February 14, 2002               /s/Gene Johnston
                                       ----------------
                                        Gene Johnston
                                        Chief Executive Officer