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

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1

[X]      ANNUAL  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
         ACT OF 1934 for the period  ended March 31, 2003

[   ]    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 No.)
incorporation or organization)


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

                                 (704) 393-7591
                           ---------------------------
                           (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[X] No[  ]

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]

<PAGE>

State issuer's net revenues for its most recent fiscal year: $1,178,451

As of June 30, 2003 there were  15,076,096  common  shares  outstanding  and the
aggregate  market value of the common  shares (based upon the average of the bid
price ($.10)  reported by brokers),  held by  non-affiliates  was  approximately
$1,076,096.  Transitional  Small Business  Disclosure Format (check one): Yes[ ]
No[X]

Number of shares of common stock outstanding as of June 30, 2003: 15,076,096

Number of shares of preferred stock outstanding as of June 30, 2003: -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, and health supplements 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, who then will drop ship products to customers as orders are
received by Peoplesway.

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 107,969
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) 393-7591.

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

     Peoplesway was organized as a Utah corporation on October 30, 1980, for the
purpose of  purchasing,  owning,  holding,  selling,  disposing of and otherwise
dealing in the oil and gas business  and other  natural  resources.  It became a
public company  through an offering of common stock to residents of the State of
Utah,  pursuant to an exemption from registration under  then-existing Rule 147,
Securities Act of 1933. Following the offering,  Prospector acquired an interest
in Four Winds Mineral Venture, a Louisiana  partnership that held a 66% interest
in a Costa Rican oil and gas company,  in exchange  for the issuance  11,250,000

                                      3

<PAGE>

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 to the Company's
Form 10-SB filed with the Securities and Exchange Commission.

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 145 million Internet
users in the United  States by the end of 2001,  and nearly 27 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 dramatically in recent years.

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<PAGE>

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

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

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

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

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

 The majority of our goods and services are  available  through an alliance with
DRM,  Inc. and its  subsidiaries,  RMC Group,  Inc. and RMC Group  Canada,  Ltd.
("DRM").  DRM began offering  health and beauty  products in 1982, and its sales
from inception have exceeded  $250,000,000 from both U.S. and Canada operations.
It has a member network of approximately 14,000 independent  contractors who may
purchase and sell  Peoplesway  products and services  through the use of our Web
site.  Peoplesway has established  agreements with DRM to market and sell to DRM
independent  contractors.  RMC Group, Inc. was established in 1993 and took over
the  distribution  rights for the United  States  from DRM. In 1998 RMC became a
subsidiary  of  DRM.  RMC  Group  Canada,  Ltd.  was  established  in  1987 as a
subsidiary of DRM. It was  established to service the Canadian  market.  We soon
intend to expand our current  agreement  with DRM,  Inc. by signing an exclusive
license agreement to market and sell the DRM product lines in North America.  In
January 2002,  we expanded our agreement  with DRM, Inc. by signing an exclusive
license agreement to market and sell the DRM product lines worldwide.  The terms
for product  pricing  were  amended  effective  October 1, 2002.  The  amendment
increases  the product cost to cost plus 100%,  still  leaving very  significant
cost to retail margins.

                                      5

<PAGE>

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

Products and services currently offered by Peoplesway include:

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

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,
2003, after forty-three  months of operations,  we have added in excess of 1,600
new members and have approximately 600 active members.

Risk Factors
------------

     Limited Operating History

     We have had  limited  operations  since our  inception  in 1980,  and since
becoming  Peoplesway in September 1999. We have  accumulated  $804,808 in losses
for our first forty-three months of operations as Peoplesway  (September 1, 1999
through March 31, 2003),  none of our  operations  have proven  successful,  and
there is no assurance  that we can  profitably  market our present  products and
services.

     Operating Results

     We had limited net revenues  $1,178,451 and losses  ($305,964) for the year
ended March 31,  2003,  losses for the year  included a one-time  write-off  for
reserve for related party write down, totaling $278,996,  related to concerns of
collectibility for receivables due from related parties.

     The net loss shown for the period  ending March 31, 2003  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  reimbursed  to DRM and/or the  appropriate
subsidiary.

                                      6

<PAGE>

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

    Reliance on Existing Alliance

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

     Lack of Dividends

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

     Limited Market for Common Stock

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<PAGE>

     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  15,076,096
outstanding shares of Peoplesway's  common stock,  12,354,000 have satisfied the
two-year  "holding  period"  requirements of Rule 144(k),  meaning that they can
presently be sold. In addition, of the 15,076,096 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 could be sold
during any three-month  period.  This type of stock sale cannot exceed 1% of the
total  issued and  outstanding  shares.  Approximately  150,000 of these  common
shares, or up to 1% of the issued and outstanding  shares of the Company,  could
be sold during any three-month period. Once these shares enter the market, their
sale may have a depressive effect on the market price of our stock.

    Conflicts of Interest

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

     Risks Associated with Execution of Growth Strategy

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

     Internet and Information Systems

     We rely upon the  accuracy  and  proper  utilization  of our  Internet  and
information system to provide timely distribution services, manage our sales and
track our customers' purchase and sale information. To manage our growth, we are
continually  evaluating the adequacy of our existing  systems and procedures and
continue to update and integrate critical functions.  We anticipate that we will
regularly need to make capital  expenditures  to upgrade and modify our Internet
and information  systems,  including  software and hardware,  as we grow and the

                                      8

<PAGE>

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

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<PAGE>

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

On August 12, 2002,  we acquired all of the  outstanding  common  shares of iNet
Worldwide,  Inc., an entity under common control,  in a stock exchange agreement
between the companies. The Agreement was adopted by the unanimous consent of the
Board of Directors of the Company. The acquired entity had no significant assets
or operations.

     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.

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<PAGE>

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 $.10
and $5.36 per share since November  1999,  there is no assurance that this price
level will continue, as there has thus far been low volume, and our stock may be
deemed to be penny stock at any time.  Section 15(g) of the Securities  Exchange
Act of  1934,  as  amended,  and  Rule  15g-2  of the  Securities  and  Exchange
Commission require  broker/dealers  dealing in penny stocks to provide potential
investors  with a document  disclosing the risks of penny stocks and to obtain a
manually signed and dated written  receipt of the document before  effecting any
transaction in a penny stock for the investor's account.  Potential investors in
our common stock are urged to obtain and read such disclosure  carefully  before
purchasing any shares that are deemed to be a "penny stock."

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

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

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

                                     11

<PAGE>

NASD OTC Bulletin Board Quotations

     Our common  stock is currently  quoted on the OTC Bulletin  Board under the
symbol,  "PLWY." The OTC Bulletin Board is an electronic exchange which utilizes
a telephone and computer  network to negotiate and execute trades of securities.
The OTC Bulletin Board does not have income or asset requirements to be listed.

Item 2. Properties

     Peoplesway  maintains offices at 2969 Interstate Street,  Charlotte,  North
Carolina.  We share office and warehouse space with DRM to whom we make payments
as a subtenant including utilities. The rent terms approximate fair market value
within the local area and can be found in the  agreement  attached  hereto as an
Exhibit.  DRM 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 DRM leases this equipment. We believe that we currently
have  sufficient  space and computer  systems to carry on our operations for the
foreseeable  future.  If DRM was 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 OTC Bulletin  Board under the
symbol,  "PLWY." The OTC Bulletin Board is an electronic exchange which utilizes
a telephone and computer  network to negotiate and execute trades of securities.
The OTC Bulletin Board does not have income or asset requirements to be listed.

     The following  quotations were provided by the OTC Bulletin  Board,  and do
not  represent  actual  transactions;  these  quotations  do not reflect  dealer
markups, markdowns or commissions.

                                     12

<PAGE>

STOCK QUOTATIONS

      CLOSING BID:
Period:                     High            Low

4/1/00 to 6/30/00          $3.00             $0.50
7/1/00 to 9/30/00          $3.00             $0.51
10/1/00 to 12/30/00        $1.75             $0.25
1/1/01 to 3/31/01          $0.25             $0.25
4/1/01 to 6/30/01          $0.75             $0.10
7/1/01 to 9/30/01          $0.75             $0.25
10/1/01 to 12/30/01        $0.95             $0.20
1/1/02 to 3/31/02          $0.40             $0.17
4/01/02 to 6/30/02         $0.25             $0.82
7/01/02 to 9/30/02         $0.08             $0.30
10/01/02 to 12/31/02       $0.10             $0.43
1/01/03 to 3/31/03         $0.10             $0.23

(b) Holders

     The number of record holders of  Peoplesway's  securities as of the date of
this report is approximately 394.

(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 years ended March 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                     2003                    2002
                                                     ----                    ----
         <S>                                         <C>                   <C>
         Net Revenues                                $1,178,451           $619,069

         Net Loss                                       (305,964)         (165,971)
         Net Loss per Common Share                          (.02)             (.01)
         Weighted Average Common
          Shares Outstanding                         14,350,071         13,089,626

At March 31, 2003 and 2002

                                                     2003                    2002
                                                     ----                    ----

         Total Assets                                  $110,867           $280,223
         Working Capital Deficit                       (368,604)          (206,191)
         Shareholders' Deficit                         (361,936)          (216,259)
</TABLE>

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

                                     13

<PAGE>

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

For the Year Ended March 31, 2003 and 2002

Sales

Net revenues for the year ended March 31, 2003 were  $1,178,451  on retail sales
of  $1,402,864  versus  $617,069 in net  revenues for the period ended March 31,
2002 on retail  sales of  $804,191,  an increase in net  revenues of $561,382 or
190%.  These  increases  in  net  revenue  were  primarily  attributable  to the
Company's  aggressive  marketing  campaign  and  growing  brand  awareness.  Net
revenues  consisted  of product  sales,  monthly  service  fees and business aid
sales. We plan to accelerate growth of sales in 2004 by increasing  expenditures
on marketing and growing public awareness of products.

Income / Loss

Net loss for the year ended  March 31,  2003 was  $305,964  as compared to a net
loss of $165,971in the  comparable  period in 2002. We recognized an increase in
gross  profit of  $229,507  for the year ended  March 31,  2003  coupled  with a
increase of $373,070 in expenses,  and a decrease of $3,570 in interest  expense
in connection with the ten note payables that are outstanding.

The Company expects to continue to incur losses at least through fiscal 2004 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 year ended March 31, 2003
were $897,620  versus  $524,550 in the comparable  period in 2002. The following
decreases in expenses were noted during the year ended March 31, 2003:
-        Automobile   expenses   decreased   $3047  due to  less employee travel
         reimbursements  made  during  the  year.
-        Furniture  and  equipment  rental increased $20,411 due primarily to
         new computer and office equipment used during the year and more
         intercompany allocations made.
-        Salaries and subcontract labor decreased a total of $28,175 due to less
         staff needed to administer  our  operations and market our products and
         services. Employee and consultants' cutbacks were made in order to trim
         expenses.
-        Interest expense decreased $3,480 due to fewer stock options granted to
         the  individuals  during the year ended  March 31,  2003.  We issued no
         options during the year ended March 31, 2003 versus 20,000 in the prior
         year.  There were fewer  options  issued  resulted  in less of interest
         expense calculated under the Black-Scholes option-pricing model.
-        Expenses increased by $373,070, which included a one-time write-off for
         reserve for related party write down,  totaling  $278,996 for the year,
         related to concerns of collectibility  for receivables due from related
         parties, see Note F on the attached financial statements.

                                     14

<PAGE>

 We anticipate incurring  approximately the same amount of these expenses during
fiscal 2004, except for the $278,996 reserve for related party write down, which
was a one-time charge for 2003.

We expect  increases in certain expenses such as advertising through fiscal 2004
as the Company moves toward increasing development and marketing of our products
and services.

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, 2003 was $571,383  versus  $239,508
in the comparable  period in 2002. The increase was primarily  attributable to a
significant  increase in sales for the year.  Gross  margins and product  prices
improved during the year, due to better economies of scale.
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 Years Ended March 31, 2003 and 2002

Our working capital deficit  increased to $368, 604 for the year ended March 31,
2003  versus a deficit  of  $206,191  for the year  ended  March 31,  2002.  The
increase was  primarily  attributable  to a one-time  write-off  for reserve for
related   party  write  down,   totaling   $278,996,   related  to  concerns  of
collectibility for receivables due from related parties.

Cash flows used in  operations  were a negative  $9,002 for the year ended March
31, 2003 versus  $21,890 in the comparable  period in 2002.  Negative cash flows
from  operating  activities  were  primarily  attributable  to the net loss from
operations of $305,964.

Cash flows  generated from financing  activities  were $6,500 for the year ended
March 31, 2003 versus $23,040 in the comparable period in 2002. The decrease was
primarily  attributable  to fewer  proceeds from notes payable issued during the
year as  compared to the prior year.  During the year ended March 31,  2003,  we
issued one  promissory  note to an  unrelated  investor in exchange  for $6,500.

                                     15

<PAGE>

During the year ended March 31, 2002, we issued seven  promissory notes to seven
unrelated  investors in exchange for $20,000.  All of the notes bear interest at
7% per annum and  principal  and  accrued  interest  is due in the form  balloon
payments at various times through December 2004. In addition, in connection with
the issuance of the notes,  we issued options on our common stock that allow the
investors to purchase 20,000 and 115,000 shares our common stock,  respectively,
at $1.00 per share. The options also expire at various times throughout December
2003. We recognized $9,000 and $45,000 in interest expense, respectively for the
years, which represented the estimated fair value for the options at the time of
issuance using the Black-Scholes option-pricing model.

We have  funded our cash  needs from  inception  through  March 31,  2003 with a
series of related party, debt 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 second half of fiscal 2004 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.


                                     16

<PAGE>


















Item 7. Financial Statements

                                    CONTENTS
================================================================================
INDEPENDENT AUDITORS' REPORT..............................................  18

BALANCE SHEET.............................................................. 19

STATEMENTS OF OPERATIONS .................................................. 20

STATEMENT OF STOCKHOLDERS'
         DEFICIT
............................................................................ 21

STATEMENTS OF CASH
FLOWS.....................................................................  22

NOTES TO FINANCIAL

STATEMENTS...............................................................23-30
================================================================================


                                     17

<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Stockholders
Peoplesway.com, Inc.
Charlotte, North Carolina

We have audited the  accompanying  balance sheet of  Peoplesway.com,  Inc. as of
March 31, 2003 and the related statements of operations,  stockholders' deficit,
and cash flows for the years  ended  March 31,  2003 and 2002.  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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  audits  provide  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,  2003,  and the results of its  operations  and its cash flows for the
years ended March 31, 2003 and 2002 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note B 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.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.


Perrella & Associates, P.A.
Pompano Beach, Florida
August 20, 2003


                                     18

<PAGE>


PEOPLESWAY.COM, INC.
BALANCE SHEET
AS OF MARCH 31,2003


<TABLE>
<CAPTION>
<S>                                                                                          <C>
ASSETS

CURRENT ASSETS:
-----------------------------------------------------------------------------------
Cash and cash equivalents                                                                  $      40
Prepaid expenses                                                                              104,159
                                                                                              --------
TOTAL CURRENT ASSETS                                                                          104,199
                                                                                              --------

FIXED ASSETS:
-----------------------------------------------------------------------------------
Furniture and office equipment                                                                 16,321
Accumulated depreciation                                                                       (9,653)
                                                                                               -------
NET FIXED ASSETS                                                                                6,668
                                                                                               -------
TOTAL ASSETS                                                                               $  110,867

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

CURRENT LIABILITIES:
-----------------------------------------------------------------------------------
Accounts payable and accrued expenses                                                      $  113,097
Excess of outstanding checks over bank balance                                                  8,083
Deferred revenue - prepaid certificate                                                        200,083
Due to related parties                                                                          1,600
Current portion of notes payable                                                              135,000
Stockholder loan payable                                                                       14,940
                                                                                             --------
TOTAL CURRENT LIABILITIES                                                                     472,803
                                                                                             --------

LONG TERM LIABILITIES:
-----------------------------------------------------------------------------------
Notes payable                                                                                      0
                                                                                             --------
TOTAL LONG TERM LIABILITIES                                                                        0
                                                                                             --------
TOTAL LIABILITIES                                                                             472,803
                                                                                             --------

STOCKHOLDERS' DEFICIT:
-----------------------------------------------------------------------------------
Common stock ($.001 par value, 100,000,000 shares authorized; 15,033,696
issued and outstanding at  March 31, 2003)                                                     15,034
Additional paid-in-capital                                                                    427,838
Retained deficit                                                                             (804,808)
                                                                                             ---------
TOTAL STOCKHOLDERS' DEFICIT                                                                  (361,936)
                                                                                             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                $  110,867
</TABLE>



   The accompanying notes are an integral part of these financial statements


                                     19

<PAGE>


PEOPLESWAY.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                       2003                    2002
                                                                       -----                   ----
<S>                                                                  <C>                    <C>
REVENUES AND RELATED COSTS:
Retail sales                                                     $      1,402,864       $          804,191
Less: Distributor allowances on
product purchases                                                         (691,803)               (415,685)
                                                                          ---------               ---------
                                                                            711,061                 388,506
Membership subscription fees                                               467,390                 228,563
                                                                           --------                -------
NET REVENUES                                                              1,178,451                 617,069
COST OF RETAIL SALES                                                      (571,383)               (239,508)
                                                                          ---------               ---------
GROSS PROFIT                                                                607,068                 377,561

EXPENSES:
Advertising                                                                   7,796                   2,099
Auto                                                                          1,800                   4,847
Depreciation                                                                  3,264                   3,264
Furniture & equipment rental                                                 74,463                  54,052
Insurance                                                                         0                  11,353
Legal & professional                                                        164,299                 155,966
Licenses & fees                                                              27,731                  12,343
Management fees                                                              39,006                  13,912
Office expenses and supplies                                                 35,870                  21,008
Rent                                                                         43,351                  25,993
Repairs & maintenance                                                         1,021                   2,227
Salaries and related expenses                                                47,380                  42,961
Subcontract labor                                                           112,054                 144,648
Telephone                                                                    25,163                  17,352
Travel & entertainment                                                       26,212                   6,679
Utilities                                                                     9,214                   5,846
Reserve for related party write down                                       278,996                       0
                                                                           --------                 -------
TOTAL EXPENSES                                                              897,620                 524,550
OPERATING INCOME (LOSS)
                                                                          (290,552)                (146,989)

OTHER EXPENSES:
Interest expense
                                                                           (15,412)                 (18,982)
                                                                           --------                 --------
NET (LOSS)                                                       $        (305,964)      $         (165,971)

  Net loss per share -
  basic and fully diluted                                        $          (0.02)       $             (0.01)
  Weighted average shares                                                14,350,071              13,089,626
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      20

<PAGE>

PEOPLESWAY.COM, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED MARCH 31, 2003 AND  2002

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

<S>                                                  <C>                 <C>                <C>                 <C>
Balances, March 31, 2001                                12,932            $ 12,932           $ 46,000           $ (332,873)

Issuance of common stock                                                                      214,166                   -0-
                                                           487                 487

Issuance of common stock options                           -0-                 -0-                                      -0-
                                                                                                9,000

Net loss for the year                                      -0-                 -0-                -0-             (165,971)
                                                           ---                 ---                ---      ----------------

Balances, March 31, 2002                                13,419            $ 13,419           $269,166           $ (498,844)

Issuance of common stock                                 1,615               1,615            158,672                   -0-

Net loss for the year                                      -0-                 -0-                -0-             (305,964)
                                                           ---                 ---                ---      ----------------

Balances, March 31, 2003                                15,034            $ 15,034           $427,838           $ (804,808)
</TABLE>


                                      21


    The accompanying notes are an integral part of these financial statements


<PAGE>


PEOPLESWAY.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                             2003                2002
                                                                                     -------------------- ------------------

                                                                                    <c>                    <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net loss                                                                                   $    (305,964)      $   (165,971)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation                                                                                        3,264              3,264
Issuance of common stock options                                                                        0              9,000
Issuance of common stock to consultants                                                           160,287            214,653
(Increase) decrease in prepaid expenses                                                              (79)              1,030
Increase in accounts payable and accrued expenses                                                  28,262             36,568
Increase (decrease) in deferred revenue - prepaid certificate                                     (3,656)            (5,476)
Increase in outstanding checks over bank balance                                                    3,805            (6,616)
(Increase) decrease in due from related parties                                                   163,669          (108,342)
(Decrease) in due to related parties                                                             (58,590)                  0
                                                                                      -------------------- ------------------
NET CASH USED IN OPERATING ACTIVITIES                                                             (9,002)           (21,890)
                                                                                      -------------------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Proceeds from notes payable                                                                             0             20,000
Proceeds from stockholder loan, net                                                                 6,500              1,440
Proceeds from related parties, net                                                                      0              1,600
                                                                                      -------------------- ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                           6,500             23,040
                                                                                      -------------------- ------------------

NET INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                                             (2,502)              1,150

CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD                                                                             2,542              1,392
                                                                                      -------------------- ------------------

END OF THE YEAR                                                                               $        40        $     2,542
                                                                                      ==================== ==================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                                            5,331                960
Cash paid during the period for income taxes                                                  $        -0-       $       -0-
                                                                                      -------------------- ------------------

Supplemental disclosures of noncash investing and financing activities:
Issuance of common stock and options in exchange for services                                     160,287            223,653
                                                                                      ==================== ==================
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      22

<PAGE>


                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

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

Business - The Company  provides  E-commerce  Internet web sites for sale of its
--------
products, primarily health supplements, cosmetics, beauty products, to customers
across the world.  The  majority of its  customers  are in the United  States of
America and Canada.  Members pay the Company a monthly  membership  subscription
fee to maintain their website and their active member status with the Company.

Inherent  in the  Company's  Internet  related  business  is  various  risks and
uncertainties,  including  the company's  limited  operating  history,  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.

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 accounting principles generally accepted in the United States of
America  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.

Revenue  Recognition  - Revenue is  recognized  when the  products  are shipped.
-------------------
Internet  related  service  revenue  is  recorded  when  earned,  which is after
completion of web site set-up or appropriate  service.  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  were  capitalized.  All
training  and   application   maintenance   costs   incurred   during  the  post
implementation  (operation stage) are expensed and all upgrades and enhancements
incurred  during the post  implementation  (operations  stage) are  capitalized.
However, none were incurred in 2003 and 2002.

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  periods  covered in the financial statements.

                                     23

<PAGE>


                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
------------------------------------------------------------

Advertising Costs - Advertising costs are expensed as incurred. The Company does
-----------------
not incur any  direct-response  advertising costs.  Advertising  expense totaled
$7,796 and $2,099 for the years ended March 31, 2003 and 2002, respectively.

Net Loss per Common Share - 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.

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,  and some
portion or the entire  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.

Fair Value of Financial Instruments - The carrying amounts reported in the
-----------------------------------    balance sheet for cash,  accounts payable
and  debt  approximate  fair  value  based  on the  short-term maturity of these
instruments.

Long-Lived Assets -The Company evaluates the  recoverability of its property and
-----------------
equipment and other assets in accordance with Statement of Financial  Accounting
Standards  No.144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets"("SFAS  144"). SFAS 144 requires  recognition of impairment of long-lived
assets in the event the net book  value of such  assets  exceeds  the  estimated
future  undiscounted  cash flows  attributable to such assets or the business to
which such assets relate. SFAS 144 excludes goodwill and intangible assets. When
an asset exceeds its expected cash flows, it is considered to be impaired and is
written  down to fair  value,  which is  determined  based on either  discounted
future cash flows or appraised values.  The provisions of SFAS 144 are effective
for financial  statements  issued for fiscal years  beginning after December 15,
2001.  The Company  adopted the statement for the year ending March 31, 2002. No
impairments were recognized during the year ended March 31, 2003.

                                     24

<PAGE>


                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Fixed Assets - Fixed assets are stated at cost.  Depreciation is provided by the
------------
straight-line method over the estimated economic life of five years.

Recent  Accounting  Pronouncements  - In June  2001,  the  Financial  Accounting
---------------------------------
Standards  Board  issued  Statement  of Financial  Accounting  Standards  (SFAS)
No.143,  "Accounting  for Asset  Retirement  Obligations"  which  addresses  the
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived  assets and the associated  retirement  costs. SFAS No. 143
requires that the fair value of a liability for an asset  retirement  obligation
be recognized in the period in which it is incurred if a reasonable  estimate of
fair value cannot be made.  SFAS No. 143 is effective for  financial  statements
issued for fiscal  years  beginning  after June 15,  2002.  The Company does not
expect SFAS No. 143 to have a material effect on its financial condition or cash
flows.

In April of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was
issued, which rescinded SFAS Statements No. 4,  44  and 64,  amended No. 13  and
contained technical corrections. As a result of SFAS 145, gains and losses  from
extinguishments of debt will be classified as extraordinary items only  if  they
meet the criteria in APB Opinion No. 30,  that  they  are unusual and infrequent
and  not  part  of an entity's recurring operations. The Company does not expect
SFAS No. 145 to have a material effect on its financial condition or cash flows.

In July 2002,  the FASB  issued SFAS 146,  which  addresses  significant  issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that are  currently  accounted  for pursuant to the  guidance  that the Emerging
Issues  Task Force  ("EITF")  has set forth in EITF Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (Including  Certain  Costs  Incurred  in a  Restructuring)".  SFAS 146
revises  the  accounting  for  certain  lease  termination  costs  and  employee
termination  benefits,   which  are  generally  recognized  in  connection  with
restructuring  charges.  The  provisions  of SFAS 146 are  effective for exit or
disposal activities that are initiated after December 31, 2002. The Company does
not expect SFAS 146 to have an impact its financial  statements  once adopted in
January 1, 2003.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantee,   Including  Indirect
Guarantees of  Indebtedness  of Others",  which  addresses the disclosures to be
made by a guarantor  in its interim and annual  financial  statements  about its
obligations  under  guarantees.  FIN  45  also  requires  the  recognition  of a
liability by a guarantor at the inception of certain guarantees that are entered
into or modified after December 31, 2002.

                                     25

<PAGE>

                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
------------------------------------------------------------

In December 2002, the FASB issued  Statement No. 148. This Statement amends FASB
Statement  No.  123,  Accounting  for  Stock-Based   Compensation,   to  provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company does not expect SFAS 148 to have an
impact its financial  statements  once adopted in fiscal years  beginning  after
December 15, 2003.

NOTE B - GOING CONCERN
----------------------

As shown in the  accompanying  financial  statements,  the Company has  suffered
recurring  losses from operations to date. It experienced a loss of $305,964 and
$165,971 during 2003 and 2002, respectively,  and had a net deficiency in equity
of $361,936 and a net working  capital deficit of $368,604 as of March 31, 2003.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

Management's plans in regard to this matter are to raise equity capital and seek
strategic relationships and alliances in order to increase sales in an effort to
generate  positive  cash flow.  Additionally,  the Company must continue to rely
upon  advances and loans from related  parties and investors in order to improve
liquidity and sustain  operations.  The financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE C - INCOME TAXES
---------------------
Due to the  operating  losses,  there is no  provision  for  current or deferred
federal or state income taxes for the years ended March 31, 2003 and 2002.

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, 2003 is as follows:

         Total deferred tax assets                             $ 95,000
         Valuation allowance                                    (95,000)
                                                              ----------
                  Net deferred tax asset                       $     --
                                                              ==========
Because of the Company's  lack of earnings  history,  the deferred tax asset has
been fully offset by a valuation allowance.

                                      26

<PAGE>

                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

NOTE C - INCOME TAXES (CONT'D)
-----------------------------

The  reconciliation of income taxes computed at the federal statutory income tax
rate to total  income  taxes for the years  ended  March 31, 2003 and 2002 is as
follows:
<TABLE>
<CAPTION>
                                                                       2003             2002
                                                                       ----             ----
         <S>                                                          <C>               <C>
         Income tax computed at the federal statutory rate              34%               34%
         State income taxes, net of federal tax benefit                  4%                4%
                                                                       -----            -----
         Valuation allowance                                           (38%)            (38%)
                                                                       -----            -----
                                                                         0%                0%
                                                                       =====            =====
</TABLE>

As of March 31,  2003,  the Company had  federal  and state net  operating  loss
carryforwards in the amount of approximately  $590,000,  which expire at various
times through the year 2023.

NOTE D - STOCKHOLDER LOAN PAYABLE
---------------------------------

The Company has  borrowed an  aggregate of $14,940 over the past three years for
working capital purposes from one of the Company's officers.  The entire balance
is payable on demand with  interest  at a rate of 8% per annum.  The officer has
waived accrued  interest  through March 31, 2003. The effect of imputed interest
is not deemed to be material to the financial statements taken as a whole.

NOTE E - RELATED PARTY TRANSACTIONS, DEPENDENCY AND CONCENTRATION OF RISK
-------------------------------------------------------------------------

The  Company  contracts  with DRM a company  related  through  common  ownership
whereby the related  party  holding  company  and its  subsidiaries  utilize the
Company as its exclusive  sales and marketing  agent.  The related party company
pays  all of the  Company's  employees,  with  the  exception  of the  executive
officers.  In  addition,  the related  party  company  pays the  majority of the
Company's  subcontractors.  The Company  markets the  related  parties'  product
lines. In exchange, the related parties provide customer service,  warehouse and
management  personnel,  supplies  and other  items  necessary  to  provide  this
service.  The company'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.  However,  the loss of this alliance  would have a material
adverse effect on our present and contemplated business operations.

In accordance  with the agreement  with DRM, the product cost is invoiced to the
Company at cost plus 100%. In addition,  the aforementioned  non-product related
expenses are invoiced to the Company at cost plus a management fee monthly.  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.

                                      27

<PAGE>

                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

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

During 2003, the Company evaluated the underling net assets of related companies
and determined that there are not sufficient net assets to support the Company's
asset, "Due from related parties".  As a result,  the Company recorded a related
party  write-down of $278,996 in 2003.  The Company is holding a reserve for the
full balance of the write-down,  due to management's  plan for the balance to be
repaid over a five-year period. Management will review the balance at the end of
each fiscal year to determine the feasibility and progress of the repayment.

The Company  provides  promotional  product  redemption  certificates for future
customer purchases. These certificates are provided to customers that sign up as
members to the web site. The value of these certificates is recorded as deferred
revenue and the related  commission  expense as prepaid  expenses.  Revenues and
related expenses are recorded when redeemed or upon expiration.

Both  amounts are  presented  as  "current"  in the Balance  Sheet  because,  in
management's  estimation,  revenue is  expected  to be earned and  expenses  are
expected to be incurred in the upcoming operating cycle.

Included in the  accompanying  Balance Sheet is deferred revenue of $200,083 and
related prepaid expenses of $104,159 at March 31, 2003.

NOTE G - NOTES PAYABLE
----------------------

Notes payable at March 31, 2003 consist of the following:

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due December 7, 2003.                                     $100,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due January 2004.                                         $ 10,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due June 2003 (in default).                               $  2,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due January 2004.                                         $  5,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due June 2003 (in default).                               $  1,000

                                      28

<PAGE>


                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

NOTE G - NOTES PAYABLE (CONT'D)
-------------------------------

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due June 2003 (in default).                               $  1,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due June 2003 (in default).                               $  2,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due June 2003 (in default).                               $  7,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due December 2003.                                        $  2,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due August 2003.                                          $  5,000
                                                                       --------

                                                       TOTAL           $135,000

NOTE H - STOCK OPTIONS
----------------------

In October 2000,  the Company  issued stock options to three  investors that had
executed three notes payable. The stock options vested immediately.  The options
allow the investors to purchase  115,000 shares of the Company's  stock at $1.00
per share.  The options  expired at various  times  through  January  2003.  The
Company  did not grant any  registration  rights  with  respect to any shares of
common stock issuable upon exercise of the options.  During the year ended March
31, 2001,  the Company  recorded an expense of $45,000,  equal to the  estimated
fair  value of the  options  at the date of  grant.  The fair  market  value was
calculated  using  the  Black-Scholes  options  pricing  model,  assuming  5.83%
risk-free interest, 0% dividend yield, 60% volatility,  and a 2.25-year expected
life. No options were exercised under this stock option.

During the year ended March 31, 2002,  the Company issued stock options to seven
investors  that had  executed  seven notes  payable.  The stock  options  vested
immediately.  The options allow the  investors to purchase  20,000 shares of the
Company's stock at $1.00 per share.  The options expire at various times ranging
from June 2003 through December 2003. The Company did not grant any registration
rights with respect to any shares of common stock  issuable upon exercise of the
options.  During the year ended March 31, 2002, the Company  recorded an expense
of  $9,000,  equal to the  estimated  fair  value of the  options at the date of
grant. The fair market value was calculated using the

                                     29

<PAGE>

                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2003 and 2002
================================================================================

NOTE H - STOCK OPTIONS (CONT'D)
-------------------------------

Black-Scholes  options  pricing model,  assuming 5.65%  risk-free  interest,  0%
dividend yield,  60% volatility,  and a 2.00-year  expected life.  There were no
stock options issued during the year ended March 31, 2003.

NOTE I - SEGMENT REPORTING
--------------------------

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information." This
statement  requires  companies to report information about operating segments in
interim and annual financial  statements.  It also requires segment  disclosures
about products and services,  geographic areas and major customers.  The Company
determined that it did not have any separately  reportable operating segments as
of March 31, 2003 and 2002.

NOTE J - EQUITY
----------------

During the years  ended March 31, 2003 and 2002,  1,615,000  and 487,000  common
shares respectively, were issued to consultants and officers as compensation for
services  rendered to the Company and for the share exchange and  acquisition of
iNet Worldwide,  Inc. Of the common shares issued 202,412 and 95,000 were issued
to the  Company's  officers  for the  Years  Ended  March  31,  2003  and  2002,
respectively. Other than the iNet transaction, these transactions were valued at
our closing stock prices,  as determined by NASDAQ  historical price quotes,  on
the various dates of issuance.  The 1,070,054  shares issued as part of the iNet
share  exchange  were  valued  at  par  value  (.001),  due to no  value  on the
historical cost associated with the iNet transaction.  INet had no assets and no
liabilities.  The total  value of all stock  transactions  equated  to  $160,287
during the year ended March 31, 2003.

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.

                                     30

<PAGE>

<TABLE>
<CAPTION>
Name                       Age              Position          Date Position Commenced
----                       ----             --------------    -----------------------
<S>                       <C>               <C>                               <C>
Donald R. "Pete" Monroe    58               Chairman                            8/99

Matthew M. Monroe          33               President & Director                8/99

Eugene M. Johnston         39               CEO, Secretary/                     8/99
                                            Treasurer & Director
</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.

                                      31

<PAGE>

     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.

                                      32

<PAGE>

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

Family Relationships

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

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"
& Director                                           Monroe; Cousin of Eugene M.
                                                     Johnston

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

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  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.  There is one office
administrative   employee.  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.

                                     33

<PAGE>

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, 2003, based upon
15,033,696 shares outstanding.

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


Common            Donald R. "Pete" Monroe   12,329,000                 80.35%
                  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, 2003.

<TABLE>
<CAPTION>
                           Name and address of
Title of Class             beneficial owner          Number of shares   Percent of class
--------------             ----------------------    ----------------   ----------------
<S>                        <C>                       <C>                 <C>
Common                     Donald R. "Pete" Monroe       12,080,000           80.35%
                           2969 Interstate Street
                           Charlotte, NC  28208

Common                     Matthew M. Monroe                129,243             .85%
                           2969 Interstate Street
                           Charlotte, NC  28208

Common                     Eugene M. Johnston               123,506             .82%
                           2969 Interstate Street
                           Charlotte, NC  28208
</TABLE>

  Ownership of shares by directors and officers of Peoplesway as a group: 82.02%

         (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:

On  September  30,  2002,  Eugene M.  Johnston and Matthew M. Monroe were issued
101,206 shares each in connection  with the  acquisition and share exchange with
iNet Worldwide, Inc.

                                     34

<PAGE>

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                                  18
Balance Sheet - March 31, 2003                                19
Statements of Operations - Years Ended
         March 31, 2003 and 2002                              20
Statements of Cash Flows - Years Ended
         March 31, 2003 and 2002                              21
Statements of Stockholders' Equity - Years Ended
         March 31, 2003 and 2002                              22
Notes to Financial Statements                                 23-30

                  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.

                  10.1. Agreement between the Company and DRM dated January 1,
                        2002.

                   23.  Consent of Auditors

   (b) Reports on Form 8-K

                   None.

                                     35

<PAGE>

Item 14. Quantitative and Qaulitative Disclosures About Market Risk

We do not have any  material  risk with  respect to changes in foreign  currency
exchange rates,  commodities prices or interest rates. We do not believe that we
have any other relevant  market risk with respect to the categories  intended to
be discussed in this item of this report.

Item 15. Controls and Procedures

(a) On March 31, 2003, our Chief Executive  Officer and Chief Financial  Officer
made an evaluation of our disclosure  controls and  procedures.  In our opinion,
the  disclosure  controls and  procedures  are  adequate  because the systems of
controls  and  procedures  are designed to assure,  among other  items,  that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations and cash flows for the respective periods being presented.  Moreover,
the  evaluation  did  not  reveal  any  significant   deficiencies  or  material
weaknesses in our disclosure controls and procedures.

(b) There have been no significant  changes in our internal controls or in other
factors  that  could   significantly   affect  these  controls  since  the  last
evaluation.


                           PART III. OTHER INFORMATION
                           ---------------------------

Item 16. 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 17. Changes in Securities

During the years  ended March 31, 2003 and 2002,  1,615,000  and 487,000  common
shares respectively, were issued to consultants and officers as compensation for
services rendered to the Company and for the acquisition of iNet Worldwide, Inc.
and valued at the fair  market  value of the shares at the time of  issuance  as
determined by a third party source.  202,412 in 2003 and 95,000 in 2002 of these
common shares were issued to the Company's  officers.  These  transactions  were
valued at our closing stock prices on the various dates of issuance that equated
to $160,287 during the year ended March 31, 2003.
Item 18. Defaults upon Senior Securities

None.


Item 19. Submission of Matters to a Vote of Security Holders

None.

Item 20. Other Information

None.

                                     36

<PAGE>

================================================================================

EXHIBIT 99

Certifications

I, Gene Johnston, Chief Executive and Financial Officer certify that:

1. I have reviewed this annual report on Form 10-KSB of Peoplesway.com, Inc..

2. Based on my knowledge,  the report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report ("Evaluation Date"); and

c) presented in this annual report are our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors  any  material  weaknesses  in internal  controls  (all of which do not
apply); and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant  role in the  registrant's  internal  controls,
(all of which do not apply); and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.





Date: August 21, 2003


/s/ Gene Johnston
---------------------
Gene Johnston
Chief Executive and Financial Officer

                                    37

<PAGE>

================================================================================


EXHIBIT 99.1

  STATEMENT REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
              SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-KSB of  Peoplesway.com,  Inc.
(the  "Company") for the year ended March 31, 2003, as filed with the Securities
and Exchange  Commission on the date hereof (the  "Report"),  I, Gene  Johnston,
Chief  Executive  Officer and Chief  Financial  Officer of the Company,  certify
that:

  *   the Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

  *  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.


/s/ Gene Johnston
------------------------
Gene Johnston
Chief Executive and Financial Officer

August 21, 2003

This  certification  accompanies  this  Report  pursuant  to Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed  filed by the  Company  for  purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

                                     38

<PAGE>

================================================================================

                                   SIGNATURES

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

                                                            PEOPLESWAY.COM, INC.
                                                            (Registrant)




                                                     /S/ Gene Johnston
Date:  August 21, 2003                               ________________________
                                                     Gene Johnston
                                                     Chief Executive and
                                                     Financial Officer





                             SIGNATURE PAGE FOLLOWS


                                     39

<PAGE>



                                   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: August 21, 2003      By: /s/ Eugene M. Johnston
                                    --------------------------
                                    Eugene M. Johnston
                                    CEO, Secretary/Treasurer and Director

Date: August 21, 2003       By: /s/ Matthew M. Monroe
                                    -------------------------
                                    Matthew M. Monroe
                                    President and Director

Date: August 21, 2003      By: /s/ Donald R Monroe
                                    -----------------------
                                    Donald R. Monroe
                                    Chairman of the Board