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

                                   FORM 10-KSB



[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934  for  the  period  ended  March  31,  2000

[   ]     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 identification
incorporation  or  organization)                            No.)



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

                                 (704) 393-1860
                                 --------------
                           (Issuer's telephone number)

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                      None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                      $0.001 Par Value Common Voting Stock
                                (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section13
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[  ]  No[x]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of this Form 10-KSB or an
amendment  to  this  Form  10-KSB.  [x]

State  issuer's  net  revenues  for  its  most  recent  fiscal  year:  $316,040

As  of December 29, 2000 there were 12,932,328 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  ($.25)  reported  by  brokers),  held by non-affiliates was approximately
$3,233,082.  Transitional  Small Business Disclosure Format (check one): Yes[  ]
No[X]

Number of shares of common stock outstanding as of December 29, 2000: 12,932,328

Number  of  shares  of  preferred stock outstanding as of December 29, 2000: -0-












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                                     PART I
                                     ------

Item  1.  Business


Overview  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,
specialty  items,  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 was an additional 3,000,000 shares outstanding,
for  a total of 15,607,969 shares of common stock as of March 31, 2000.   During
November  2000,  2,675,000  of  the  shares from this convertible debenture were
returned  to  the  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)  393-1860.


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.

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

     Products  and  services  currently  offered  by  Peoplesway  include:

     Health  and  beauty  products.  Peoplesway offers approximately 50 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.

     Jewelry.  Peoplesway offers silver and gold chains, earrings, bracelets and
rings,  through  an  agreement  between  DRM  and  a  jewelry  wholesaler.

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

     We  have  an agreement with DRM and their subsidiaries that covers pricing,
invoicing  and  terms  for  transactions  with  Peoplesway.com. The agreement is
considered  to have prices and terms similar to current average market for these
products.

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 March 31,
2000  after  six  months  of  operations,  there  are  nearly 605 sub Web sites.




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

     Limited  Operating  History.

     We  have  had  limited  operations  since  our inception in 1980, and since
becoming  Peoplesway  in  September  1999.  We posted a net loss of $166,513 our
first  period  of  operations as Peoplesway (September 1, 1999 through March 31,
2000),  none of our operations have proved successful, and there is no assurance
that  we  can  profitably  market  our  present  products  and  services.

     Operating  Results.

     We  had  limited  revenues ($408,395) and substantial losses ($166,513) for
the  first  partial-year  of  September 1, 1999 (date of reorganization) through
March  31,  2000.

     The  net  loss  shown for the period ending March 31, 2000 reflects certain
expenses,  which  were  borne by RMC Group, Inc., which shares office space with
Peoplesway.  All  expenses  paid by DRM and/or any of its subsidiaries are being
booked  as a Peoplesway expense and an inter-company payable is established with
DRM  and/or  the  appropriate  subsidiary.

     Additional  Capital  Requirements.

     Peoplesway  has limited capital.  Our primary revenues 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
revenues  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 MMonroe, President;
Eugene  M. Johnston, CEO and Secretary/Treasurer; and Julie B. Jordan, Executive
Producer.  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 15,607,969
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 15,607,969 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 156,000 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
(including  Year  2000  issues)  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
which  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.

     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  revenues  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  $2.50  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.

     Year  2000.

     Year  2000  Readiness  Disclosure  Statements

     Historically,  many  computer  programs  have been written using two digits
rather  than four to define the applicable year. This could lead, in many cases,
to  a  computer  recognizing  a date ending in "00" as 1900 rather than the year
2000.  This  phenomenon  could  result  in  major  computer  system  failures or
miscalculations,  and  is  generally  referred  to  as  the "Year 2000" problem.

     During the period ended March 31, 2000, Peoplesway assessed its exposure to
the  Year  2000 problem by analyzing its existing computer hardware and software
systems,  as  well  as  those used by DRM, Inc., RMC Group, Inc. and RMC Canada,
Ltd.  In  addition,  it  made  inquiry  to  each of its vendors and its Internet
Service  Provider ("ISP") to determine their readiness for the Year 2000, and we
believe  that  Peoplesway  is  Y2K Compliant.  As of the date of this report, we
have  not incurred any material costs or experienced material disruptions in our
business,  related  to  the  Year  2000  problem.  We  also have not experienced
material  disruptions  by our third parties, customers or suppliers will respect
to  Year  2000  compliance.



     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 the "Pink Sheets" of the National
Quotations  Bureau,  LLC  ("NQB"). This may further impede the development of an
"established  trading  market"  in  our  common stock, because the "Pink Sheets"
market  is  not  as  accepted  by  most brokers/dealers in securities as the OTC
Bulletin  Board,  and  a  broker/dealer  must subscribe to the NQB's service. We
intend  to,  as  soon as practicable following the satisfaction of all necessary
requirements of the NASD and SEC, file for quotations on the OTC Bulletin Board;
however,  no  assurance can be given that the NASD would allow the quotations of
our  common  stock  to  be  reinstated.

Item  2.  Properties

     Peoplesway  maintains  offices  at 2969 Interstate Street, Charlotte, North
Carolina.  We  share  1,900 square feet of office space and 2,600 square feet of
warehouse  space  with  RMC Group, Inc., to whom we pay $1,850.00 per month as a
subtenant  for  one-third  of  the  total  space  and utilities.  The rent terms
approximate fair market value within the local area. There is no formal sublease
agreement between the parties, but the parties are presently negotiating such an
agreement  RMC  Group,  Inc.  allows  us  to use its office equipment, including
computers  and  related  hardware.  The  primary  system  is an HP 9000 computer
network  operating  on  a  Unix  system.  Currently  RMC Group, Inc. leases this
equipment. Peoplesway currently outsources the hosting of its Web sites with IMC
Worldwide, Inc.  We believe that we currently have sufficient space and computer
systems  to  carry  on our operations for the foreseeable future.  If RMC Group,
Inc.,  were to terminate our sub-tenancy or use of office equipment and computer
system,  there  is  no  assurance  that  we  can  continue  as  a going concern.

Item  3.  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  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

No  matter  was  submitted  to  a  vote  during  the  year.


                                     PART II
                                     -------

Item  5.  Market  for  the Registrant's Common Stock and Related Security Holder
Matters

 (a)  Our  common stock is currently quoted on the "Pink Sheets" of the National
Quotations  Bureau,  LLC  ("NQB"). This may further impede the development of an
"established  trading  market"  in  our  common stock, because the "Pink Sheets"
market  is  not  as  accepted  by  most brokers/dealers in securities as the OTC
Bulletin  Board,  and  a  broker/dealer  must subscribe to the NQB's service. We
intend  to,  as  soon as practicable following the satisfaction of all necessary
requirements of the NASD and SEC, file for quotations on the OTC Bulletin Board;
however,  no  assurance can be given that the NASD would allow the quotations of
our  common  stock  to  be  reinstated.

     The  following  quotations  were provided by the National Quotation Bureau,
and do not represent actual transactions; these quotations do not reflect dealer
markups,  markdowns  or  commissions.

     STOCK  QUOTATIONS*

      CLOSING  BID

Period:      High     Low

1/1/98  to  12/31/98    $0.0     $0.0
1/1/99  to  3/31/99     $0.10    $0.10
4/1/99  to  6/30/99     $0.10    $0.10
7/1/99  to  9/30/99     $0.10    $0.10
10/1/99 to 12/30/99     $5.38    $0.10
1/1/00  to  3/31/00     $5.36    $2.50

*     Peoplesway's common stock had not traded before the first calendar quarter
of  1999  for  over  ten  years.

(b)  Holders.

     The  number  of record holders of Peoplesway's securities as of the date of
this  report  is  approximately  277.




(c)  Dividends.

     Peoplesway  has  not declared any cash dividends with respect to its common
stock,  and does not intend to declare dividends in the foreseeable future.  The
future  dividend  policy of Peoplesway cannot be ascertained with any certainty.
There  are  no  material restrictions limiting, or that are likely to limit, our
ability  to  pay  dividends  on  our  securities.

Item  6.  Management's  Discussion  and  Analysis

Selected  Financial  Data
-------------------------

For the Period from September 1, 1999 (date of reorganization) through March 31,
2000.

     Retail  Sales                    $408,395

     Net  Loss                        (166,513)
     Net  Loss  per  Common  Share       (.017)
     Weighted  Average  Common
      Shares  Outstanding             9,724,401

At  March  31,  2000

     Total  Assets                     $102,366
     Working  Capital  Deficit         (149,906)
     Shareholders'  Deficit            (149,906)

No  dividends  have  been  declared  or  paid  during  the  period  presented.

Results  of  Operations
-----------------------

For the Period from September 1, 1999 (date of reorganization) through March 31,
2000.

Sales

Net  revenues  for the period ended March 31, 2000 were $316,040 on retail sales
of $408,395, which consisted of product sales, monthly service fees and business
aid  sales.  We  plan to accelerate growth of sales in fiscal 2001 by increasing
expenditures  on  marketing  and  growing  public  awareness  of  services.

Income  /  Loss

Net loss for the period ended March 31, 2000 was $166,513 primarily attributable
to  subcontract  labor  associated with launching retail operations and rent for
our  facilities.  Additional professional fees were incurred pertaining to legal
and  accounting  expenses associated with the filing of the Company's Form 10-SB
registration  statement  and  general  corporate  purposes.

The Company expects to continue to incur losses at least through fiscal 2002 and
there  can  be  no  assurance  that  the  Company  will  achieve  or  maintain
profitability  or  that  its  revenue  growth  can  be  sustained in the future.

Expenses

Selling,  general  and  administrative  expenses  for  the period were $267,720.
Notable  expense  accounts include subcontract labor, rent, and telephone, which
were  $80,378,  $46,605,  and  $24,438,  respectively.  We  anticipate incurring
approximately  the  same  amount  of  these  expenses  during  fiscal  2001.

     We  expect increases in certain expenses such as advertising through fiscal
2001  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  sales  is  the  cost  of  products.

Cost  of  sales  for the period ended March 31, 2000 was $214,833. Gross margins
and  product  prices  remained  relatively  constant  during  the  year.

Retail  sales  and  net  revenue  for  the  period  do  not  include  sales of a
cooperative  advertising  campaign  (Peoplesway  Giveaway Certificates) that was
offered  to  new  web  site  owners. Approximately $196,850 in net revenues from
these  sales  is included on the balance sheet as deferred revenue, based on SEC
revenue  recognition  policies  on these types of sales. As the certificates are
redeemed  with  an  order  by customers or expire, the sales will be included in
revenues  for  that period. There are certain commission expenses on these sales
that  will  also be reflected on the balance sheet, as prepaid expenses. For the
period  ended  March 31, 2000, the prepaid expense amount totaled $101,730. This
expense  will  be  recorded  on  the  income  statement  in  the period that the
certificates  are redeemed or expire. Since this was a new product announcement,
a  large  number  of  the  then  current  web  site owners placed orders for the
Peoplesway Giveaway Certificates and therefore these sales for the period were a
much  larger  percentage  than  we  expect in the future. Had all the income and
expense  of  these  sales been included in income for the period, our loss would
have  been  approximately  $(71,393).

Impact  of  Inflation

We  believe  that inflation has had a negligible effect on operations during the
period.  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  the  Company's  products  will be dependent on, among other things,
market  acceptance  of  the  Company's  concept, the quality of its Web site and
general  economic conditions, which are cyclical in nature.  Inasmuch as a major
portion of the Company's activities is the receipt of revenues from the sales of
its products, the Company's business operations may be adversely affected by the
Company's  competitors  and  prolonged  recessionary  periods.

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

     For  the  Period  from  September  1, 1999 (date of reorganization) through
March  31,  2000.

Cash flows used in operations were a negative $36,653 for the period ended March
31,  2000.  Negative  cash  flows  from  operating  activities  were  primarily
attributable to the net loss from operations and prepayment of certain expenses.

Cash flows generated from financing activities were $37,289 for the period ended
March  31,  2000  primarily  attributable  to  proceeds  from  related  parties.

We  have  funded  our  cash  needs  from inception through March 31, 2000 with a
series  of  related  party  and  equity  transactions.

We  will  substantially  rely on the existence of revenue from the 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  first  six months of 2001 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.

Item  7.  Financial  Statements



                                    --------
                          AUDITED FINANCIAL STATEMENTS

                              Peoplesway.com, Inc.

                                 March 31, 2000
                                    --------

<PAGE>





                                    CONTENTS
===============================================================
INDEPENDENT  AUDITORS'  REPORT                         1

BALANCE  SHEET
     ASSETS,  LIABILITIES  AND  STOCKHOLDERS'  DEFICIT 2

 STATEMENT  OF  OPERATIONS                             3-4

 STATEMENT  OF  STOCKHOLDERS'
     DEFICIT                                           5

 STATEMENT  OF  CASH     FLOWS                         6

NOTES  TO  FINANCIAL
     STATEMENTS                                        7-13
===============================================================













Michael  J.  Bongiovanni,  P.A.,  C.P.A.
                                                       19425-G LIVERPOOL PARKWAY
                                                 CORNELIUS, NORTH CAROLINA 28031

BUSINESS     (704)  892-8733
FACSIMILE    (704)  948-6677
                                                       May  9,  2000
                                                 -----------------------

To  the  Board  of  Directors
Peoplesway.com,  Inc.
2969  Interstate  Street
Charlotte,  N.C.  28208

We  have  audited  the  accompanying  balance sheet of Peoplesway.com, Inc. (FKA
Prospector  Energy,  Inc.)  as  of  March 31, 2000 and the related statements of
operations,  stockholders' deficit, and cash flows for the period from September
1,  1999  (date  of  reorganization)  through  March  31,  2000. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  from  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Peoplesway.com, Inc. as of
March  31,  2000,  and  the results of its operations and its cash flows for the
period from September 1, 1999 (date of reorganization) through March 31, 2000 in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note C to the
financial statements, the Company has suffered recurring losses from operations,
its  current  liabilities  exceeds  its  current  assets and its cash flows from
operating  activities  are  negative.  This  raises  substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  these  matters  are  also  described  in  Note C. The accompanying financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


Michael  J.  Bongiovanni,  C.P.A.
Charlotte,  North  Carolina


                                  BALANCE SHEET
                              PEOPLESWAY.COM, INC.
                                 March 31, 2000
<TABLE>
<CAPTION>


               ASSETS
               ------


<S>                                              <C>
CURRENT ASSETS
-----------------------------------------------
Cash and Cash Equivalents . . . . . . . . . . .  $     636
  Prepaid Expenses - Note I . . . . . . . . . .    101,730
                                                 ----------
    TOTAL CURRENT ASSETS. . . . . . . . . . . .    102,366
                                                 ----------

TOTAL ASSETS. . . . . . . . . . . . . . . . . .  $ 102,366
                                                 ==========

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

CURRENT LIABILITIES
-----------------------------------------------
  Accounts Payable - Trade. . . . . . . . . . .  $  11,974
  Accrued Expenses. . . . . . . . . . . . . . .      1,538
  Outstanding Checks in Excess of Bank Balance.      5,621
  Shareholder Loans Payable - Note F. . . . . .      7,000
  Deferred Revenue - Note I . . . . . . . . . .    196,850
  Due to Related Parties, Net - Note G. . . . .     29,289
                                                 ----------
    TOTAL CURRENT LIABILITIES . . . . . . . . .    252,272
                                                 ----------

LONG-TERM DEBT
-----------------------------------------------

STOCKHOLDERS' DEFICIT
-----------------------------------------------
  Common Stock ($.001 par value, 100,000,000
shares authorized; 15,607,969 issued
and outstanding at March 31, 2000). . . . . . .     15,607
  Additional Paid in Capital. . . . . . . . . .      1,000
  Retained Deficit. . . . . . . . . . . . . . .   (166,513)
                                                 ----------
      TOTAL STOCKHOLDERS' DEFICIT . . . . . . .   (149,906)
                                                 ----------

    TOTAL LIABILITIES AND
    STOCKHOLDERS' DEFICIT . . . . . . . . . . .  $ 102,366
                                                 ==========


</TABLE>




         See notes to audited financial statements and auditors' report.

<TABLE>
<CAPTION>



                             STATEMENT OF OPERATIONS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====


<S>                                              <C>
REVENUE AND RELATED COSTS (Note G)
-----------------------------------------------

  Retail Sales. . . . . . . . . . . . . . . . .  $ 408,395
  Distributors Allowances on Product Purchases.   (122,519)
                                                 ----------
                                                   285,876
  Other Revenue . . . . . . . . . . . . . . . .     30,164
                                                 ----------
  Net Revenue . . . . . . . . . . . . . . . . .    316,040

  Cost of Sales . . . . . . . . . . . . . . . .   (214,833)

  GROSS PROFIT. . . . . . . . . . . . . . . . .    101,207

OPERATING EXPENSES (Note G)
-----------------------------------------------

  Professional Fees . . . . . . . . . . . . . .  $  20,874
  Salaries. . . . . . . . . . . . . . . . . . .     16,923
  Subcontract Labor . . . . . . . . . . . . . .     80,378
  Insurance . . . . . . . . . . . . . . . . . .     23,804
  Travel and Entertainment. . . . . . . . . . .     10,787
  Printing. . . . . . . . . . . . . . . . . . .      3,695
  Rent. . . . . . . . . . . . . . . . . . . . .     46,605
  Telephone . . . . . . . . . . . . . . . . . .     24,438
  Utilities . . . . . . . . . . . . . . . . . .      5,950
  Repairs and Maintenance . . . . . . . . . . .      2,597
  Postage . . . . . . . . . . . . . . . . . . .      3,983
  Supplies. . . . . . . . . . . . . . . . . . .      3,051
  Advertising . . . . . . . . . . . . . . . . .      1,138
  Office Expense. . . . . . . . . . . . . . . .      2,976
  Credit Card Processing Fees . . . . . . . . .      6,525
  Licenses and Fees . . . . . . . . . . . . . .      5,245
  Management Fees . . . . . . . . . . . . . . .      7,877
  Other . . . . . . . . . . . . . . . . . . . .        874
                                                 ----------
  TOTAL EXPENSES. . . . . . . . . . . . . . . .    267,720
                                                 ----------

    NET LOSS. . . . . . . . . . . . . . . . . .  $(166,513)
                                                 ==========

</TABLE>

         See notes to audited financial statements and auditors' report.

<TABLE>
<CAPTION>


                         STATEMENT OF OPERATIONS (CONT.)
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====



<S>                          <C>
    NET LOSS PER COMMON SHARE
    BASIC & FULLY DILUTED .  $          (.017)
                             =================


    WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING. . .         9,724,401
                             =================

</TABLE>






         See notes to audited financial statements and auditors' report.

<TABLE>
<CAPTION>



                             STATEMENT OF STOCKHOLDERS'  EQUITY
                                    PEOPLESWAY.COM, INC.
  For the Period from September 1, 1999 (date of reorganization) through March 31, 2000
  =====================================================================================




                                      Common    Common     Additional
                                      Shares    Stock      Paid-in      Retained
                                      (000's)     $        Capital      Deficit
------------------------------------  -------  --------  -----------  ----------
<S>                                   <C>      <C>       <C>           <C>

Balances, September 1, 1999. . . . .        0  $    -0-  $    -0-      $  -0-

Retroactive restatement
(recapitalization) of equity due
to reverse acquisition of public
shell and related 1 for 400 reverse
stock split. . . . . . . . . . . . .   15,607    15,607        0           0
Initial Capital Contribution . . . .        0         0      1,000         0

Net loss for period. . . . . . . . .        0         0        0       $(166,513)
                                      -------  --------    --------    ----------

Balances, March 31, 2000 . . . . . .   15,607  $ 15,607      1,000     $(166,513)
                                      =======  ========  ==========    ==========

</TABLE>



         See notes to audited financial statements and auditors' report.

<TABLE>
<CAPTION>



                             STATEMENT OF CASH FLOWS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====



<S>                                               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
------------------------------------------------

  Net Loss . . . . . . . . . . . . . . . . . . .  $(166,513)
  Adjustments to reconcile net loss
  to net cash used in operating activities:
  Retroactive re-capitalization of equity due to
   reverse acquisition of public shell . . . . .     15,607
Increase in:
   Prepaid expenses - Note I . . . . . . . . . .   (101,730)
     Accounts payable - trade. . . . . . . . . .     11,974
     Accrued expenses. . . . . . . . . . . . . .      1,538
     Deferred revenue - Note I . . . . . . . . .    196,850
   Outstanding checks in excess of bank
Balance. . . . . . . . . . . . . . . . . . . . .      5,621

    NET CASH USED IN
    OPERATING ACTIVITIES . . . . . . . . . . . .    (36,653)
                                                  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------------------

  Shareholder loans received - Note F. . . . . .  $   7,000
  Net proceeds from related parties - Note G . .     29,289
  Proceeds from initial capital contribution . .      1,000
                                                  ----------

    NET CASH PROVIDED BY
    FINANCING ACTIVITIES . . . . . . . . . . . .     37,289
                                                  ----------

    NET INCREASE IN CASH
    AND CASH EQUIVALENTS . . . . . . . . . . . .  $     636
                                                  ----------

Cash and cash equivalents, beginning of period .  $       -
                                                  ----------

    CASH AND CASH EQUIVALENTS,
    END OF PERIOD. . . . . . . . . . . . . . . .  $     636
                                                  ==========

</TABLE>

         See notes to audited financial statements and auditors' report.



                         NOTES TO  FINANCIAL STATEMENTS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Business  Activity  - Peoplesway.com, Inc. (the Company) was organized under the
------------------
laws  of  the  State of North Carolina on August 25, 1999. On September 1, 1999,
Peoplesway.com,  Inc.  legally amended its Articles of Incorporation to effect a
name  change  from  Prospector  Energy, Inc. and commenced operations as of that
date upon a reverse acquisition. On September 1, 1999, the Company acquired 100%
of  the  outstanding  common  stock  of  Prospector Energy, Inc. The acquisition
resulted  in  a tax-free exchange for federal and state income tax purposes. The
transaction  was accounted for as a reverse merger in accordance with Accounting
Principles Board Opinion No. 16 wherein the shareholders of Peoplesway.com, Inc.
retained  the  majority of the outstanding common stock of the Company after the
merger.  Peoplesway.com,  Inc.  had no prior operating history for several years
while  functioning  under  its  former  name  of  Prospector  Energy,  Inc.

The  Company  provides E-commerce Internet web sites for sale of its products to
customers  across  the world. The majority of customers are in the United States
of  America  and  Canada.

Inherent  in  the  Company's  Internet  related  business  are various risks and
uncertainties,  including  its  limited operating history, recent development of
the Internet market and unproved acceptance and effectiveness of Web E-commerce,
unproven  business  model,  risks  associated with technological change, and the
limited history of commerce on the Internet. The Company's success may depend in
part  upon the emergence of the Internet as a communications medium, prospective
product development efforts, and the acceptance of the Company's products by the
marketplace.

Basis  of  Presentation  -  The financial statements included herein include the
-----------------------
accounts  of  the  Peoplesway.com,  Inc.  prepared  under  the  accrual basis of
accounting.

Cash  and  Cash  Equivalents  - For purposes of the Statement of Cash Flows, the
----------------------------
Company  considers  liquid investments with an original maturity of three months
or  less  to  be  cash  equivalents.

Management's  Use  of  Estimates  -  The  preparation of financial statements in
--------------------------------
conformity  with generally accepted accounting principles requires management to
make  estimates  and  assumptions that effect the reported amounts of assets and
liabilities,  disclosures  of  contingent  assets and liabilities at the date of
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.


                          NOTES TO  FINANCIAL STATEMENTS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====

Revenue  Recognition-  Revenue  is  recognized  when  the  products are shipped.
--------------------
Internet  related  service  revenue  is  recorded  when  earned  which  is  upon
completion  of  web  site  set-up  or appropriate service has been provided. All
revenue transactions are reviewed for credit worthiness prior to commencement of
the  revenue  process.

Web  Site  Research  and Development - All costs incurred during the application
------------------------------------
development  stage  of  web  site  research and development are capitalized. All
training  and  application  maintenance  costs  incurred  during  the  post
implementation  (operation  stage) are expensed. .All upgrades and enhancements
incurred during the post  implementation  (operations  stage)  are  capitalized.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
---------------------------
Board  Statement  of  Financial  Accounting  Standards  No.  130,  "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of  comprehensive  income  and its components in the financial statements. There
were  no  items  of comprehensive income (loss) applicable to the Company during
the  period  covered  in  the  financial  statements.

Advertising Costs - Advertising costs are expensed as incurred. The Company does
-----------------
not  incur  any  direct-response  advertising costs. Advertising expense totaled
$1,138  for  the  period from September 1, 1999 (date of reorganization) through
March  31,  2000.

Capitalized  Software  Costs  -  Software  development  costs are required to be
----------------------------
capitalized  when  a product's technological feasibility has been established by
completion  of  a  working  model  of  the  product and ending when a product is
available  for  general  release  to customers. To date, completion of a working
model  of  its  products  and general release have substantially coincided. As a
result,  the  Company  has  not capitalized any software development costs since
such  costs  have  not  been  significant.

Net  Loss  per  Common  Share - Net loss per common share has been calculated by
-----------------------------
divided  the net loss for the period presented by the weighted average number of
common  shares.

Income  Taxes  -  Income  taxes  are  provided  in  accordance with Statement of
-------------
Financial  Accounting  Standards  No. 109 (SFAS No. 109), "Accounting for Income
Taxes."  A  deferred  tax  asset  or  liability  is  recorded  for all temporary
differences  between  financial  and  tax  reporting  and  net  operating
loss-carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for  the  effect  of  changes  in  tax  laws and rates on the date of enactment.


                       NOTES TO  FINANCIAL STATEMENTS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====


NOTE  B  -  RECENT  ACCOUNTING  PRONOUNCEMENTS
----------------------------------------------

In  June  of  1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 133, Accounting for Derivative Instruments
and  Hedging  Activities, which the Company has adopted. The Statement, which is
effective  for fiscal years beginning after June 15, 1999, establishes standards
for  accounting and reporting for derivative instruments and hedging activities.
Statement  of  Financial  Accounting Standards No.133 does not have an impact on
its  financial  statements  because  the  Company  does  not  currently hold any
derivative  instruments.

In  March,  1998, the American Institute of Certified Public Accountants (AICPA)
issued  Statement  of  Position  (SOP)  No.  98-1  "Accounting  for the Costs of
Computer  Software  Developed  or  Obtained for Internal Use", which establishes
guidelines  for  the accounting for the costs of all computer software developed
or  obtained  for internal use. The Company adopted this SOP but the adoption of
the  SOP  does not have a material impact on the Company's financial statements.

In  April, 1998, the AICPA  issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities".  The SOP is effective for fiscal years beginning after December 15,
1998. The SOP requires costs of start-up activities and organization costs to be
expensed as incurred. The Company has adopted SOP 98-5, however, the adoption of
SOP 98-5 does not have a material impact on the Company's  financial statements.

The  FASB  has  issued  SFAS No. 134, "Accounting for Mortgage-Backed Securities
Retained  after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking  Enterprise,"  an  amendment of FASB Statement No. 65, which the Company
has  not  been  required  to  adopt  as  of March 31, 2000. Statement No. 65, as
amended  by FASB Statements No. 115, "Accounting for Certain Investments in Debt
and  Equity  Securities", and No. 125, "Accounting for Transfer and Servicing of
Financial  Assets  and  Extinguishments  of Liabilities", require that after the
securitization  of  a mortgage loan held for sale, an entity engaged in mortgage
banking  activities classify the resulting mortgage-backed security as a trading
security.  This  statement further amends Statement No. 65 to require that after
the  securitization  of  mortgage  banking  activities  classify  the  resulting
mortgage-backed  securities or other retained interests based on its ability and
intent to sell or hold those investments. This Statement is effective for fiscal
years  after  December  15,  1998  and  does  not  have a material impact on the
Company.





                          NOTES TO FINANCIAL STATEMENTS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====


NOTE  C  -  GOING  CONCERN
--------------------------

As  shown  in  the  accompanying  financial statements, the Company has suffered
recurring  losses  from  operations  to date, its current liabilities exceed its
current  assets  and its cash flows from operating activities are negative. This
raises  substantial  doubt  as  to  the Company's ability to continue as a going
concern.  The ability of the Company to continue as a going concern is dependent
on  generating  additional sales and obtaining capital. Management has enacted a
plan  of  obtaining  capital  that  may  add  value  to  the  Company  and  its
stockholders.

NOTE  D  -  SUPPLEMENTAL  CASH  FLOW  INFORMATION
-------------------------------------------------

Supplemental  disclosures of cash flow information for the period from September
1,  1999  (date  of  reorganization)  through  March  31, 2000 are summarized as
follows:

Cash  paid  during  the  period  for  interest  and  income  taxes:

          Income  Taxes                    $     -
          Interest                         $    25

NOTE  E  -  INCOME  TAXES
-------------------------

Due  to  the operating loss and the inability to recognize an income tax benefit
therefrom, there is no provision for current or deferred federal or state income
taxes  for  the  period  from September 1, 1999 (date of reorganization) through
March  31,  2000.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amount  used  for  federal  and  state  income tax purposes.

The  Company's  total  deferred  tax  asset,  calculated using federal and state
effective  tax  rates,  as  of  March  31,  2000  is  as  follows:

     Net  operating  loss  carryforwards     $  42,000
     Valuation  allowance                      (42,000)
                                             ----------

     Net  deferred  tax  asset               $     --
                                               =======


                          NOTES TO FINANCIAL STATEMENTS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====

NOTE  E  -  INCOME  TAXES  (CONT.)
----------------------------------

Because  of  the  Company's lack of earnings history, the deferred tax asset has
been fully offset by a valuation allowance. The valuation allowance increased by
approximately  $42,000  for  the  period  from  September  1,  1999  (date  of
reorganization)  through  March  31,  2000.

As  of  March  31,  2000,  the  Company had federal and state net operating loss
carryforwards  in  the  amount  of  $167,000,  which  expire  in  the year 2015.

NOTE  F  -  SHAREHOLDER  LOANS  PAYABLE
---------------------------------------

During  the period from September 1, 1999 (date of reorganization) through March
31, 2000, the Company borrowed $7,000 in working capital debt financing from one
of the Company's officers. The entire balance is payable on demand with interest
at  a  rate  of  8%  per  annum.

NOTE  G  -  RELATED  PARTY  TRANSACTIONS  AND  CONCENTRATIONS  OF  RISK
-----------------------------------------------------------------------

The  Company  has  contracted  with  a  company related through common ownership
whereby  the  related  party  holding  company  and its subsidiaries utilize the
Company as its exclusive Internet sales and marketing agent. The Company markets
the  related  parties'  product lines and maintains the web sites of site owners
within  their  network  of  customers.  In exchange, the related parties provide
warehouse  space,  office  space,  customer  service,  warehouse  and management
personnel,  supplies  and  other  items  necessary  to  provide this service. In
accordance  with  the  agreement, the product cost is invoiced to the Company at
cost  plus 10%. In addition, the aforementioned non-product related expenses are
invoiced to the Company based on the percentage of Internet sales to the related
parties' total sales. The above relationships present a concentration of risk in
that  a  substantial  volume of business is transacted with the related parties'
customer base and use of its source of labor. This makes the Company potentially
vulnerable  to  the  risk  of  a  near-term  severe  impact.

The  composition  of  "Due  to Related Parties, net" in the accompanying Balance
Sheet  at  March  31,  2000  is  as  follows:

Due  from  related  party  holding  company                          $  16,500
Due  from  related  party  holding  company's  subsidiary  (#1)         16,803
Due  to  related  party  holding  company's  subsidiary  (#2)          (46,592)
Due  to  party  related  through  common  directorship                 (16,000)
                                                                        --------
                                                                     $ (29,289)
                                                                     ===========
                          NOTES TO FINANCIAL STATEMENTS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====



NOTE  G  -  RELATED  PARTY  TRANSACTIONS  AND  CONCENTRATIONS
-------------------------------------------------------------
OF  RISK  (CONT.)
-----------------

Included  in  the  accompanying  Statement  of  Operations  are  the  following
transactions  (sales  and  expenditures) with the related parties for the period
from  September  1,  1999  (date  of  reorganization)  through  March  31, 2000:

                                                    Sales          Expenditures
                                                  ------------     ------------
Related  party  holding  company                   $   21,500     $   5,000
Related  party  holding  company's  subsidiary (#1)   107,004        90,201
Related  party  holding  company's  subsidiary  (#2)  245,192       291,784


NOTE  H  -  EARNINGS  (LOSS)  PER  SHARE  (EPS)
-----------------------------------------------

Statement  of  Financial  Accounting  Standard  (SFAS)  No.128  requires  dual
presentation of basic and diluted EPS with a reconciliation of the numerator and
denominator  of the EPS computations. Basic earnings per share amounts are based
on  the  weighted  average  shares  of  common stock outstanding. If applicable,
diluted  earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities,  unless  the  effect  is  to  reduce a loss or increase earnings per
share. Accordingly, this presentation has been adopted for the period presented.
There  were  no adjustments required to net loss for the period presented in the
computation  of  diluted  earnings  per  share.  The  basic and diluted weighted
average  shares  outstanding  for  the  period  from  September 1, 1999 (date of
reorganization)  through  March  31,  2000  is  as  follows:

Weighted  average  outstanding  common  shares  used
   for  basic  and  diluted  EPS                         9,724,401
                                                          =======










                          NOTES TO FINANCIAL STATEMENTS
                              PEOPLESWAY.COM, INC.
For the Period from September 1, 1999 (date of reorganization) through March 31,
================================================================================
                                      2000
                                      ====

NOTE  I  -  DEFERRED  REVENUE  AND  RELATED  PREPAID  EXPENSES
--------------------------------------------------------------

Included  in  the accompanying Balance Sheet is deferred revenue of $196,580 and
related  prepaid  expenses  of  $101,730 at March 31, 2000. The deferred revenue
amount  represents certain revenue that did not fully meet the Company's revenue
recognition  policies  at  March  31,  2000  in  accordance with recently issued
Securities  and  Exchange  Commission  Staff  Accounting Bulletins and Financial
Accounting  Standards  Board  Emerging  Issues  Task  Force  pronouncements.  In
addition,  the  prepaid expenses represent commissions paid directly relating to
the  deferred  revenue.  Both  amounts are presented as "current" in the Balance
Sheet  because  revenue is expected to be earned and expenses are expected to be
incurred in the upcoming operating cycle in management's estimation. Revenue and
related expense will be recorded ratably as certificates are redeemed and orders
are  placed  or  as  the  certificates  expire,  whichever  occurs  first.

Item  8.  Changes  with  and  Disagreements  With  Accountants on Accounting and
Financial  Disclosure

NONE

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

Identification  of  Directors  and Executive Officers and Significant Employees.

     The  following  table  identifies all current executive officers, directors
and  significant  employees of Peoplesway. The officers and directors will serve
until  the next annual meeting of the stockholders or until their successors are
elected  or  appointed  and  qualified,  or  they  resign  or  are  terminated.

<TABLE>
<CAPTION>



Name                              Age        Position        Date Position Commenced
--------------------------------  ---  --------------------  -----------------------
<S>                               <C>  <C>                   <C>
Donald R. "Pete" Monroe. . . . .   55  Chairman                                 8/99

Matthew M. Monroe. . . . . . . .   30  President & Director                     8/99

Eugene M. Johnston . . . . . . .   36  CEO, Secretary/                          8/99
                                       Treasurer & Director
Julie B. Jordan. . . . . . . . .   40  Executive Producer                      10/99
</TABLE>

     None  of  our  directors  hold  directorships in other reporting companies.



Business  Experience  and  Personal  Background.

     Management  and  Key  Personnel.

     Donald  R.  "Pete"  Monroe,  Chairman

     Education:  BS,  Mathematics,  UNC  of  Pembroke,  Magna  Cum  Laude

     Present work positions: Chairman of the Board of Directors, Peoplesway.Com,
Inc.,  1999  to  present; Chairman of the Board of Directors, DRM, Inc., 1978 to
present;

     Work  history:

1966-1970     United  States  Department  of  Defense,  Mathematician and System
              Programmer  for  Naval  Weapons  Laboratory,  Dahlgren,  Virginia

1970-1972     Private  Business, Independent Distributor, Direct Sales Industry,
              Virginia  &  Alabama

1972-1973     GWT  Enterprises,  Vice President, Direct Sales Industry, Orlando,
              Florida

1973-1978     Koscot,  Inc.,  President, Direct Sales Industry, Orlando, Florida

1978-Today     DRM, Inc. and subsidiaries: WeCare Distributors, Inc., RMC Group,
               Inc.,RMC  Group  Canada,  Ltd.,  KAM  Marketing,  LLC,
               Owner/Chairman,  direct Sales Industry, Charlotte, North Carolina

1999-Today     Chairman, Peoplesway.Com, Inc., Direct Sales Industry, Charlotte,
               North  Carolina

     Present  responsibilities:  As  Chairman of DRM and Chairman of Peoplesway,
Mr.  Monroe  oversees marketing, product development, production, seeks business
opportunities,  and  strategic alliances with other companies and organizations.
He  continuously  directs  and coordinates financial programs to provide funding
for new or continuing operations in order to maximize return on investments, and
increase  productivity.

     Mr.  Monroe  has  two  sons  and  one daughter and resides with his wife in
Charlotte,  NC.

     Matthew  M.  Monroe,  President  and  Director

     Education:   BS,  Journalism  &  American  Studies,  University of Southern
Mississippi

     Present  work  positions: President, Peoplesway.Com, Inc., 1999 to present;
Vice  President  of  Marketing,  RMC  Group,  Inc.,  1993  to  present

     Work  history:

1993-Today     RMC  Group,  Inc.,  Vice  President,  Direct  Sales  Industry,
               Charlotte,  North  Carolina

1999-Today   President/Director,  Peoplesway.Com,  Inc,  Direct  Sales Industry,
               Charlotte, North  Carolina

     Present  responsibilities:  For  both  Peoplesway  and RMC Group, Inc., Mr.
Monroe  is  responsible  for  new  product  development,  monthly  and quarterly
newsletter  (circulating  to  as  many  as  5,000  readers), product catalogues,
brochures,  company  product  announcements,  customer  specials,  sales  force
training,  sales  presentations,  and event coordinating.  Mr. Monroe trains top
level  producers  on  sales  force  automation.  Mr.  Monroe  worked  with other
management  team  members on bringing RMC Group, Inc., closer to the sales force
home  office.  After  two years of development and beta testing, the sales force
now  uses  a  software  program that dials directly into the mainframe database.
This  allows  the independent contractor access to customer ordering information
as  well  as  complete data filters to run valuable reports for sales leadership
information.  Mr.  Monroe  also  developed  the  Peoplesway concept and business
model  over  the  past  three  years.

     Mr.  Monroe  has  one  son  and  resides  with his wife in Cornelius, North
Carolina.

     Eugene  M.  Johnston  ,  CEO,  Secretary/Treasurer  and  Director

     Education:   BA,  Business  Administration, University of North Carolina at
Charlotte

     Work  history:

1984-1992     WeCare  Distributors, Inc., Vice President, Direct Sales Industry,
              Charlotte,  North  Carolina

1993-Today    RMC  Group,  Inc.,  Vice  President,  Direct  Sales  Industry,
              Charlotte,  North  Carolina
1999-Today    CEO,  Secretary/Treasurer/Director,  Peoplesway.Com, Inc., Direct
              Sales  Industry,  Charlotte,  North  Carolina

     Present  responsibilities:  Mr.  Johnston is responsible for all day-to-day
operations  of  Peoplesway  and  RMC  Group,  Inc.  In  addition  to  his  daily
administrative  duties, Mr. Johnston works closely with Marketing and Sales.  He
is involved in company training and motivation and travels throughout the US and
Canada helping to conduct training seminars.  Mr. Johnston was also instrumental
in  recently  upgrading  the  company computer system to ensure it was Year 2000
compliant,  including  the  web  related  software.

     Mr. Johnston has two children and resides with his wife in Charlotte, North
Carolina.

     Julie  B.  Jordan,  Executive  Producer

     Education:  BS,  Industrial  Engineering;  Masters  of  Science  Degree,
Educational  Technology,  Mississippi  State  University

     Work  history:

1985-1988     BESCO  Office  Products,  IBM  system  specialist,  installed  and
           maintained  MS-DOS  based  computer  systems and networks, Columbus,
              Mississippi

1988-1996     Mississippi  School  for  Mathematics  and Science, Coordinator of
              Technology  and  computer  teacher,  Columbus,  Mississippi

1996-1997     The  Internet  Learning  Company,  Owner,  provider  of  Internet
              dial-up  and  digital  Internet  access,  Columbus,  Mississippi

1998-1999     Ayrix  Technologies,  Inc.,  Chief  Executive  Officer,  Internet
              solutions  provider  of  Internet  connection,  Web  design  and
              hosting,  Columbus,  Mississippi

     Present  responsibilities:  Ms.  Jordan is responsible for Peoplesway's Web
site  development,  content  and  connections  to  users and to the Web, and for
information  technology  issues  for  the  Company.  Ms. Jordan often speaks and
conducts seminars on the growth of the Internet, eCommerce and its impact on our
economy, our businesses, and society. Ms. Jordan adds valuable experience in the
high-tech  Internet  industry  and  leadership  experience  in  managing rapidly
growing  Internet  businesses  to  the  Peoplesway.Com  executive  team.

     Ms.  Jordan has three children and resides with her husband in Mississippi.


Family  Relationships

     The  following  table  details the family relationships among our directors
and  officers.

<TABLE>
<CAPTION>



<S>                                      <C>        <C>
Name. . . . . . . . . . . . . . . . . .  Position   Relationships
---------------------------------------  ---------  ------------------

Donald R. "Pete" Monroe . . . . . . . .  Chairman   Father of Matthew M. Monroe; Uncle
of Eugene M. Johnston

Matthew M. Monroe . . . . . . . . . . .  President  Son of Donald R. "Pete" Monroe; &
                                         Director   Cousin of Eugene M. Johnston

Eugene M. Johnson . . . . . . . . . . .  C.E.O.     Nephew of Donald R. "Pete" Monroe;
                                                    Cousin of Matthew M. Monroe
</TABLE>




There  are  no arrangements or understandings pursuant to which any of them were
elected  as  officers.

There  have been no events under any bankruptcy act, no criminal proceedings and
no  judgments  or  injunctions  material  to  the  evaluation of the ability and
integrity  of  any  director  or  executive  officer  during  the  past 5 years.

Item  10.  Executive  Compensation

None  of  our  directors  or  officers  have  received  any  compensation  from
Peoplesway,  including  salary,  stock,  stock  options,  or  otherwise,  and no
compensation  is  accruing.  There  are  no  arrangements  or  agreements  for
employment,  compensation,  or  change in control that exist with the Peoplesway
for  either our officers or directors.  Our officers and directors are presently
compensated by DRM and/or RMC Group, Inc., at the same levels at which they were
compensated  prior  to  the  formation of Peoplesway, and it is anticipated that
this  arrangement will continue for the foreseeable future.  Presently, our only
paid  employee  is Julie B. Jordan, Executive Producer, who receives a salary of
$40,000 per year.  All other individuals who provide services for Peoplesway are
either  additional  employees  of  DRM  and/or  RMC  Group, Inc., which are paid
directly  by those companies, or Peoplesway's independent contractors, and it is
anticipated  that  this  arrangement  will  continue for the foreseeable future.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

     (a)  Security  Ownership  of  Certain  Beneficial  Owners

   The  following Table sets forth the shares held by those persons who own more
than  five percent of Peoplesway's common stock as of March 31, 2000, based upon
15,607,969  shares  outstanding.


                     Name  and  address  of
Title  of  Class     beneficial  owner     Number  of  shares   Percent of class
----------------     -----------------     ------------------   ----------------


Common               Donald  R.  "Pete"  Monroe     12,000,000     77.9%
                     2969  Interstate  Street
                     Charlotte,  NC  28208


     (b)  Security  Ownership  of  Management

     The  following table sets forth the shares held by Peoplesway directors and
officers  as  of  March  31,  2000.
<TABLE>
<CAPTION>



<S>                           <C>                      <C>                <C>
                              Name and address of
Title of Class . . . . . . .  beneficial owner         Number of shares   Percent of class
----------------------------  -----------------------  -----------------  ----------------


Common . . . . . . . . . . .  Donald R. "Pete" Monroe   12,000,000           77.9%
                              2969 Interstate Street
                              Charlotte, NC  28208

Common . . . . . . . . . . .  Matthew M. Monroe               0                0%
                              2969 Interstate Street
                              Charlotte, NC  28208

Common . . . . . . . . . . .  Eugene M. Johnston              0                0%
                              2969 Interstate Street
                              Charlotte, NC  28208

</TABLE>



Ownership  of  shares  by directors and officers of Peoplesway as a group: 77.9%

     (c)  Changes  in  Control

We  know of no contractual arrangements which may at a subsequent date result in
a  change  of  control  in  the  Company.

Item  12.  Certain  relationships  and  Related  Transactions

Following  are  the  transactions  between Peoplesway and members of management,
directors,  officers,  5%  shareholders,  and  promoters  of  Peoplesway:

Agreements  with  DRM  and  its  Subsidiaries.

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").   Each  of  the officers and directors of Peoplesway is also an officer
and/or director of DRM, Inc., RMC Group, Inc., and/or RMC Group Canada, Ltd, and
therefore, all sales through Peoplesway benefit related parties.  The "alliance"
between the parties has been evidenced by a formal written agreement between the
parties such that all goods and service, which DRM or its subsidiaries offer for
sale,  are  listed on, and for sale through, the Peoplesway Web site.  Following
each internet sale of a DRM-related good or service, Peoplesway then pays to DRM
an  agreed  upon  wholesale  price.

     Peoplesway  has  had discussions with public relations companies that would
promote  Peoplesway,  but  none  of  these  discussions  have  resulted  in  any
definitive  agreements.

Item  13.  Exhibits  and  Reports  on  Form  8-K

     (a)  Financial  Statements
1.  The  following  financial  statements of Peoplesway are included in Part II,
Item  7:
Independent  Auditors'  Report                         20
Balance  Sheet  -  March  31,  2000                    21
Statements  of  Operations  -  Years  Ended
     March  31,  2000  and  1999                       22-23
Statements  of  Cash  Flows  -  Years  Ended
     March  31,  2000  and  1999                       24
Statements  of  Stockholders'  Equity  -  Years  Ended
     March  31,  2000  and  1999                       25
Notes  to  Financial  Statements                       26-32

          2.  Exhibits
3. Articles of Incorporation as amended and bylaws are incorporated by reference
to  Exhibit  No.  1  of  Form  10-SB  as  amended  filed  November  2000.

27 Financial Data Schedule

     (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 caused this report to be signed on its behalf by the undersigned,
hereunto  duly  authorized.


                         PEOPLESWAY.COM,  INC.

Date:  December  29,  2000 By:  /s/  Donald  R  Monroe
                         -----------------------
                         Donald  R.  Monroe
                         Chairman  of  the  Board

Date:  December  29,  2000 By:  /s/  Matthew  M.  Monroe
                         -------------------------
                         Matthew  M.  Monroe
                         President  and  Director

Date:  December  29,  2000 By:  /s/  Eugene  M.  Johnston
                         --------------------------
                         Eugene  M.  Johnston
                         CEO,  Secretary/Treasurer  and  Director