41

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

                                   FORM 10-KSB/A

                                 AMWENDMENT NO. 1

[X]   ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF  1934  for  the  period  ended  March  31,  2002

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

                        COMMISSION FILE NUMBER: 000-28657

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


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


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

                                 (704) 393-7591
                                 --------------
                           (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]

State issuer's net revenues for its most recent fiscal year: $617,069

As  of  June  29,  2002  there were 13,664,257 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  ($.17)  reported  by  brokers),  held by non-affiliates was approximately
$2,322,924.  Transitional  Small Business Disclosure Format (check one): Yes[  ]
No[X]

Number of shares of common stock outstanding as of June 29, 2002: 13,664,257

Number of shares of preferred stock outstanding as of June 29, 2002: -0-

















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                                     PART I
                                     ------

Item 1. Business


Overview of Business
--------------------

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

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

     Peoplesway, Inc., a closely-held North Carolina corporation incorporated in
August 1999, was acquired by Prospector Energy, Inc. ("Prospector") in a reverse
acquisition,  as  a  wholly-owned subsidiary on September 1, 1999 in a stock for
stock  tax  free  exchange,  whereby  all  outstanding shares of Peoplesway were
exchanged  for  12,500,000  shares  of  Prospector. At inception, Prospector was
authorized to issue 30,000,000 shares of common voting stock, par value one cent
($0.01)  per  share.  Pursuant  to  the  acquisition of Peoplesway and resulting
amendments  to  the  articles  of incorporation, the authorized shares of common
stock  increased  to 100,000,000, the par value was changed to $.001, a 400 to 1
reverse  split  of  Prospector's common stock was effected, resulting in 107,969
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
shares  of  common  stockThis  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.

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

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

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

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

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

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

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

     Products  and  services  currently  offered  by  Peoplesway  include:

     Health  and  beauty  products.  Peoplesway offers approximately 50 products
through  DRM  from  their  Rose  Marie Collection, including cosmetics, personal
hygiene  products,  skin  care,  hair  care, and bath products. In addition, DRM
supplies  Body Management System nutritional products, including weight loss and
anti-aging  supplements.  DRM manufactures and packages these products through a
licensing  agreement  with  a  health  and  beauty  product  manufacturer.

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

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

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

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

     By  leveraging  the DRM sales force, we are simultaneously opening Internet
Web  sites  and marketing the current Peoplesway product lines. Each independent
contractor  is  encouraged  by  Peoplesway  and  DRM  to  open a sub-Web site at
Peoplesway.com.  For  example,  John  Doe  would  have  a  site  address  of
www.peoplesway.com/johndoe.  John Doe will advertise his site and will receive a
commission for each sale ordered on his site.  John Doe's only responsibility is
to  advertise  his  site.  Inventory,  shipping, merchant accounts, payments and
customer  service will be handled by Peoplesway its subsidiaries and affiliates.
It  is  envisioned  that thousands of site owners will individually advertise to
thousands  of Internet shoppers to come and shop at their site.  As of March 31,
2002, after thirty-one months of operations, we have added 1,500 new members and
have  in  excess  of  600  sub  websites.



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 $498,444 in losses
for  our  first thirty-one months of operations as Peoplesway (September 1, 1999
through  March  31,  2002),  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 ($617,069) and losses ($165,971) for the year
Ended March  31,  2002.

     The  net  loss  shown for the period ending March 31, 2002 reflects certain
expenses,  which  were  borne by RMC Group, Inc., which shares office space with
Peoplesway.  All  expenses  paid by DRM and/or any of its subsidiaries are being
booked  as a Peoplesway expense and an inter-company payable is established with
DRM  and/or  the  appropriate  subsidiary.

     Additional  Capital  Requirements.

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

     Economic  Considerations.

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

     Reliance  on  Existing  Management.

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

Reliance  on  Existing  Alliance

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

     Lack  of  Dividends.

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

     Limited  Market  for  Common  Stock.

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

     Shares  Eligible  for  Future  Sales.

     Sales  of  unrestricted  securities  may also have an adverse effect on any
market  that  may  develop  in  Peoplesway's  common  stock.  Of  the 13,664,257
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 13,664,257 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  140,000 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
needs of our business changes. There can be no assurance that we will anticipate
all  of the demands which our expanding operations will place on our information
system.  The occurrence of a significant system failure or our failure to expand
or  successfully  implement  its systems could have a material adverse effect on
our  operations  and  financial  results.

     Dependence  On  Technical  Employees

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

     Delivery  Time

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

     Rapid  Technological  Change

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

     Competition; Low Barriers to Entry.

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

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

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

     Acquisitions

     We  may  consider acquiring the assets and operations of other companies in
order  to  expand our business. Integration of acquisitions may involve a number
of  risks that could have a material adverse effect on our operating results and
financial  condition,  including:  restructuring  charges  associated  with  the
acquisitions  and  other  expenses  associated  with  a  change  of  control;
non-recurring  acquisition  costs  such as accounting and legal fees; investment
banking  fees;  amortization  of  acquired  intangible  assets;  recognition  of
transaction-related  obligations  and  various  other acquisition-related costs;
diversion  of  management's  attention;  difficulties with retention, hiring and
training  of  key  personnel;  and  risks of incurring unanticipated problems or
legal  liabilities.

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

     Risks  of  "Penny  Stock."

     Peoplesway's  common  stock may be deemed to be  "penny stock" as that term
is  defined  in  Rule  3a51-1  of the Securities and Exchange Commission.  Penny
stocks  are stocks  (i) with a price of less than $5.00 per share; (ii) that are
not  traded  on  a  "recognized"  national  exchange; (iii) whose prices are not
quoted  on  the  NASDAQ  automated  quotation system  (NASDAQ-listed stocks must
still  meet requirement  (i) above); or (iv) in issuers with net tangible assets
less  than  $2,000,000  (if  the  issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than three
years),  or  with  average  revenues  of less than $6,000,000 for the last three
years.  Until  November 1999, there had been no  "established public market" for
Peoplesway's common stock during the last five years. While our stock has traded
between $.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.

     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.

     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

(b)  Holders.

     The  number  of record holders of Peoplesway's securities as of the date of
this  report  is  approximately  336.

(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,  2002  and  2001.

                                      2002          2001
                                      ----          ----

     Net  Revenues                $619,069     $789,625

     Net  Loss                    (165,971)     (166,360)
     Net  Loss  per  Common  Share    (.01)         (.01)
     Weighted  Average  Common
      Shares  Outstanding       13,089,626    14,939,219




At  March  31,  2002  and  2001

                                     2002          2001
                                     ----          ----

     Total  Assets                $280,223     $173,329
     Working  Capital  Deficit    (206,191)    (158,941)
     Shareholders'  Deficit       (216,259)    (273,941)

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

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

For  the  Year  Ended  March  31,  2002  and  2001.

Sales

Net  revenues for the year ended March 31, 2002 were $617,069 on retail sales of
$583,532  versus $789,625 in net revenues for the period ended March 31, 2001 on
retail  sales  of  $1,029,074,  a  decrease  of  $172,556  or  22%. Retail sales
consisted  of  product  sales,  monthly  service fees and business aid sales. We
reduce  retail sales by wholesale distributor allowances in the determination of
net  revenues.  Net  revenues  are  the  amounts  actually  paid to the Company.

Other  revenues  include membership fees, handling fees and web hosting revenue.
Other  revenue  increased  to  $228,563  in 2002 from $103,660 in the comparable
period  in 2001. This was primarily attributable to an increase in the number of
orders  shipped  as  the  result of increased sales and our participation in web
hosting  revenue.

We  plan to accelerate growth of sales in fiscal 2003 by increasing expenditures
on  marketing,  establishing  more  sub websites and strategic relationships and
growing  public  awareness  of  services.

Income  /  Loss

Net  loss  for  the  year ended March 31, 2002 was $165,971 as compared to a net
loss  of $166,360 in the comparable period in 2001. We recognized an increase of
gross  profit  of  $14,320  for  the  year  ended March 31, 2002 coupled with an
increase  of  $29,877 in expenses as detailed below and a decrease of $30,266 in
interest  expense  in  connection with the ten note payables incurred during the
year  and  related  decrease  in  the  number  of stock options granted thereon.

The Company expects to continue to incur losses at least through fiscal 2003 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, 2002
were  $524,550  versus  $480,353 in the comparable period in 2001. The following
decreases  in  expenses  were  noted  during  the  year  ended  March  31, 2002:
     Automobile  expenses  decreased  $6,172  due  to  less  employee  travel
reimbursements  made  during  the  year.
     Furniture and equipment rental increased $13,699 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 $130,482 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 $30,266 in connection with the notes payable
issued to seven additional investors during the year ended March 31, 2002 and
fewer stock options granted to the individuals. We issued 20,000 options during
the year ended March 31, 2002 versus 115,000 in the prior year. There were fewer
options issued resulted in less of interest expense calculated under the
Black-Scholes option-pricing model.

 We  anticipate incurring approximately the same amount of these expenses during
fiscal  2003, except for the $9,000 in interest from the stock options issued in
connection  with  the seven notes payable, which was a one-time charge for 2002.

     We  expect increases in certain expenses such as advertising through fiscal
2003  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, 2002 was $239,508 versus $426,384
in  the  comparable period in 2001. The decrease was primarily attributable to a
decrease  in  sales  for  the  year.  Gross  margins and product prices remained
relatively  constant  during  the  year.

Retail  sales  and  net  revenue  for  the  period  do  not  include  sales of a
cooperative  advertising  campaign  (Peoplesway  Giveaway Certificates) that was
offered  to  new  web  site  owners.  Approximately $203,739 in net revenues and
$104,080  in  related  prepaid  expenses  from  these  sales are included on the
balance  sheet  as  deferred  revenue and prepaid expenses, respectively, in the
March  31, 2002 balance sheet. The certificates are valid one-year from the time
of  purchase  and  expire  at  various  times  throughout March 31, 2003. As the
certificates  are  redeemed with an order by customers or expire, the sales will
be  included  in revenues for that period. There are certain commission expenses
on  these  sales  that  are  also  reflected  on the balance sheet under prepaid
expenses.  This  expense  will  also  be recorded on the income statement in the
period  that  the  certificates  are  redeemed  or  expire. Since this was a new
product  announcement, a large number of the then current web site owners placed
orders  for  the  Peoplesway Giveaway Certificates and therefore these sales for
the  period  were a much larger percentage than we expect in the future. Had all
the  income  and  expense of these sales been included in income for the period,
our  net  income  would  have  been  approximately  $26,104.


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,  2002  and  2001

Cash  flows  used in operations were a negative $21,890 for the year ended March
31,  2002  versus $114,913 in the comparable period in 2001. Negative cash flows
from  operating  activities  were  primarily  attributable  to the net loss from
operations  and  an  increase  in  amounts  due  from  related parties that were
$165,971  and  $108,342, respectively. This was partially offset by common stock
issued  for  services  of  $214,653.

Cash  flows  generated from financing activities were $23,040 for the year ended
March  31,  2002  versus $131,990 in the comparable period in 2001. 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, 2002, we
issued  seven  promissory  notes  to  seven  unrelated investors in exchange for
$20,000.  During the year ended March 31, 2001, we issued three promissory notes
to  three  unrelated  investors  in exchange for $115,000. 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  2003.  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, 2002 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 2003 will significantly affect the cash
position  of  the Company and move the us toward a position where the raising of
additional  funds  through  equity  or  debt  financing  will  be  necessary.

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





Item  7.  Financial  Statements








                                    CONTENTS
                                    ========

INDEPENDENT AUDITORS' REPORT                                20

BALANCE SHEET                                               21

STATEMENTS OF OPERATIONS                                    22

STATEMENT OF STOCKHOLDERS' DEFICIT                          23

STATEMENTS OF CASH FLOWS                                    24

NOTES TO FINANCIAL
     STATEMENTS                                          25-32
===============================================================



















                          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, 2002 and the related statements of operations, stockholders' deficit,
and  cash  flows  for  the  years ended March 31, 2002 and 2001. 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,  2002,  and  the results of its operations and its cash flows for the
years  ended  March  31,  2002 and 2001 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. Management's plans in regard
to  these  matters  are  also  described  in  Note C. The accompanying financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

/s/ Perrella & Associates, P.A.
-------------------------------
Perrella & Associates, P.A.
Pompano Beach, Florida
June 28, 2002




<TABLE>
<CAPTION>


                              PEOPLESWAY.COM, INC.
                                  BALANCE SHEET
                               AS OF MARCH 31,2002

<S>                                                             <C>
                                     ASSETS
                                     ------
CURRENT ASSETS:
--------------------------------------------------------------
Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $   2,542
Due from related parties . . . . . . . . . . . . . . . . . . .    163,669
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .    104,080
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . .    270,291
                                                                ----------

FIXED ASSETS:
--------------------------------------------------------------
Furniture and office equipment . . . . . . . . . . . . . . . .     16,321
Accumulated depreciation . . . . . . . . . . . . . . . . . . .     (6,389)
NET FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . .      9,932
                                                                ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  $ 280,223
                                                                ==========

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

CURRENT LIABILITIES:
--------------------------------------------------------------
Accounts payable and accrued expenses. . . . . . . . . . . . .  $  84,835
Excess of outstanding checks over bank balance . . . . . . . .      4,278
Deferred revenue - prepaid certificate . . . . . . . . . . . .    203,739
Due to related parties . . . . . . . . . . . . . . . . . . . .     60,190
Current portion of notes payable . . . . . . . . . . . . . . .    115,000
Stockholder loan payable . . . . . . . . . . . . . . . . . . .      8,440
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . .    476,482
                                                                ----------

LONG TERM LIABILITIES:
--------------------------------------------------------------
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . .     20,000
TOTAL LONG TERM LIABILITIES. . . . . . . . . . . . . . . . . .     20,000
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . .    496,482
                                                                ----------

STOCKHOLDERS' DEFICIT:
--------------------------------------------------------------
Common stock ($.001 par value, 100,000,000 shares authorized;
13,419,969 issued  and outstanding at  March 31, 2002) . . . .     13,419
Additional paid-in-capital . . . . . . . . . . . . . . . . . .    269,166
Retained deficit . . . . . . . . . . . . . . . . . . . . . . .   (498,844)
TOTAL STOCKHOLDERS' DEFICIT. . . . . . . . . . . . . . . . . .   (216,259)
                                                                ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . .  $ 280,223
                                                                ==========
</TABLE>



    The accompanying notes are an integral part of these financial statements

<TABLE>
<CAPTION>


                              PEOPLESWAY.COM, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001



<S>                               <C>           <C>
                                         2002          2001
REVENUES AND RELATED COSTS:
--------------------------------
Retail sales . . . . . . . . . .  $   583,532   $ 1,029,074
Less: Distributor allowances on
product purchases. . . . . . . .     (195,026)     (343,109)
                                  ------------  ------------
                                      388,506       685,965
                                  ------------  ------------
Membership subscription fees . .      228,563       103,660
                                  ------------  ------------
NET REVENUES . . . . . . . . . .      617,069       789,625
                                  ------------  ------------
COST OF RETAIL SALES . . . . . .     (239,508)     (426,384)
                                  ------------  ------------
GROSS PROFIT . . . . . . . . . .      377,561       363,241
                                  ------------  ------------

EXPENSES:
--------------------------------
Advertising. . . . . . . . . . .        2,099         1,115
Auto . . . . . . . . . . . . . .        4,847        11,019
Depreciation . . . . . . . . . .        3,264         3,125
Furniture & equipment rental . .       54,052        40,353
Insurance. . . . . . . . . . . .       11,353        15,679
Legal & professional . . . . . .      155,966        39,167
Licenses & fees. . . . . . . . .       12,343           250
Management fees. . . . . . . . .       13,912        15,848
Office expenses and supplies . .       21,008        24,957
Rent . . . . . . . . . . . . . .       25,993        47,634
Repairs & maintenance. . . . . .        2,227         3,252
Salaries and related expenses. .       42,961        89,260
Subcontract labor. . . . . . . .      144,648       137,285
Telephone. . . . . . . . . . . .       17,352        31,770
Travel & entertainment . . . . .        6,679         8,702
Utilities. . . . . . . . . . . .        5,846        10,937
TOTAL EXPENSES . . . . . . . . .      524,550       480,353
                                  ------------  ------------
OPERATING INCOME (LOSS). . . . .     (146,989)     (117,112)
                                  ------------  ------------

OTHER EXPENSES:
--------------------------------
Interest expense . . . . . . . .      (18,982)      (49,248)
                                  ------------  ------------
NET (LOSS) . . . . . . . . . . .  $  (165,971)  $  (166,360)
                                  ============  ============
  Net loss per share -
  basic and fully diluted. . . .  $     (0.01)  $     (0.01)
                                  ============  ============
  Weighted average shares. . . .   13,089,626    14,939,219
                                  ============  ============
</TABLE>



    The accompanying notes are an integral part of these financial statements


<TABLE>
<CAPTION>


                              PEOPLESWAY.COM, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


<S>                                <C>       <C>        <C>          <C>

                                    Common    Common     Additional
                                    Shares     Stock     Paid-in     Retained
                                    (000's)      $       Capital     Deficit
-------------------------------------------------------------------------------
Balances, March 31, 2000. . . . .   15,607   $ 15,607   $     1,000  $(166,513)

Retirement of common stock. . . .   (2,675)    (2,675)          -0-        -0-

Issuance of common stock options.      -0-        -0-        45,000        -0-

Net loss for the year . . . . . .      -0-        -0-           -0-   (166,360)
-------------------------------------------------------------------------------
Balances, March 31, 2001. . . . .   12,932   $ 12,932   $    46,000  $(332,873)

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

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

Net loss for the year . . . . . .      -0-        -0-           -0-   (165,971)
-------------------------------------------------------------------------------
Balances, March 31, 2002. . . . .   13,419   $ 13,419   $   269,166  $(498,844)
-------------------------------------------------------------------------------

</TABLE>








    The accompanying notes are an integral part of these financial statements








<TABLE>
<CAPTION>


                                        PEOPLESWAY.COM, INC.
                                      STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED MARCH 31, 2002 AND 2001




<S>                                                                          <C>         <C>
                                                                                  2002        2001
CASH FLOWS FROM OPERATING ACTIVITIES:
---------------------------------------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(165,971)  $(166,360)
Adjustments to reconcile net loss to net cash used in operating activities:
Retirement of common stock. . . . . . . . . . . . . . . . . . . . . . . . .        -0-      (2,675)
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3,264       3,125
Issuance of common stock options. . . . . . . . . . . . . . . . . . . . . .      9,000      45,000
Issuance of common stock to consultants . . . . . . . . . . . . . . . . . .    214,653         -0-
(Increase) decrease in prepaid expenses . . . . . . . . . . . . . . . . . .      1,030      (3,380)
Increase in accounts payable and accrued expenses . . . . . . . . . . . . .     36,568      45,369
Increase (decrease) in deferred revenue - prepaid certificate . . . . . . .     (5,476)     12,365
Increase in outstanding checks over bank balance. . . . . . . . . . . . . .     (6,616)      5,274
(Increase) in due from related parties. . . . . . . . . . . . . . . . . . .   (108,342)    (53,631)
                                                                             ----------  ----------
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . .    (21,890)   (114,913)
                                                                             ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
---------------------------------------------------------------------------
Expenditures for furniture and office equipment . . . . . . . . . . . . . .        -0-     (16,321)
                                                                             ----------  ----------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . .        -0-     (16,321)
                                                                             ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
---------------------------------------------------------------------------
Proceeds from notes payable . . . . . . . . . . . . . . . . . . . . . . . .     20,000     115,000
Proceeds from stockholder loan, net . . . . . . . . . . . . . . . . . . . .      1,440         -0-
Proceeds from related parties, net. . . . . . . . . . . . . . . . . . . . .      1,600      16,990
                                                                             ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . . . . . . . .     23,040     131,990
                                                                             ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . .      1,150         756

CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . .      1,392         636
                                                                             ----------  ----------
END OF THE YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   2,542   $   1,392
                                                                             ==========  ==========

</TABLE>












    The accompanying notes are an integral part of these financial statements


                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001

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

Business  -  The  Company provides E-commerce Internet web sites for sale of its
--------
products,  primarily  cosmetics,  beauty  products, health supplements, jewelry,
specialty  items and flowers, 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  are various risks and
uncertainties,  including  its  limited operating history, recent development of
the Internet market and unproved acceptance and effectiveness of Web E-commerce,
unproven  business  model,  risks  associated with technological change, and the
limited history of commerce on the Internet. The Company's success may depend in
part  upon the emergence of the Internet as a communications medium, prospective
product development efforts, and the acceptance of the Company's products by the
marketplace.

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  andaaa  all  upgrades  and
enhancements  incurred  during  the  post  implementation (operations stage) are
capitalized.  However,  none  incurred  in  2002  and  2001.



                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001
                   ===========================================

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

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.

Advertising Costs - Advertising costs are expensed as incurred. The Company does
-----------------
not  incur  any  direct-response  advertising costs. Advertising expense totaled
$2,099  and  $1,115  for  the years ended March 31, 2002 and 2001, respectively.

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

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.







                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001

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

Income  Taxes  (Cont') -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.

Impairment  of  Long-Lived  Assets - The Company evaluates the recoverability of
----------------------------------
its  property  and  equipment, and other assets in accordance with Statements of
Financial  Accounting  Standards  No.  121,  "Accounting  for  the Impairment of
Long-Lived Assets to be Disposed of" which 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  intangible  assets  relate.

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  July  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  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets". SFAS No. 144 generally establishes a standard
framework  which  to  measure  impairment  of  long-lived assets and expands the
Accounting  Principles  Board ("APB") 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual  and  Infrequently  Occurring  Events  and  Transactions"  to  include a
component of the entity (rather than a segment of the business). SFAS No. 144 is
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001. The Company does not expect SFAS No. 144 to have a material
effect  on  its  financial  condition  and  cash  flows.


                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001
                   ===========================================

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 $165,971 and
$166,360  during 2002 and 2001, respectively, and had a net deficiency in equity
of  $216,259 and a net working capital deficit of $206,291 as of March 31, 2002.
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 - SUPPLEMENTAL CASH FLOW INFORMATION
-------------------------------------------

Supplemental disclosures of cash flow information for the years ended March 31,
2002 and 2001 are summarized as follows:

Cash  paid  during  the  period  for  interest  and  income  taxes:
                                             2002          2001
                                             ----          ----
          Income Taxes                     $   --         $   --
          Interest                         $  960         $  667

NOTE D - INCOME TAXES
---------------------

Due to the operating loss and the inability to recognize an income tax benefit
therefrom, there is no provision for current or deferred federal or state income
taxes for the years ended March 31, 2002 and 2001.

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, 2002 is as follows:

     Total deferred tax assets               $ 110,000
     Valuation allowance                      (110,000)
                                            -----------
          Net deferred tax asset               $     --
                                            ===========



                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001
                   ===========================================

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

The reconciliation of income taxes computed at the federal statutory income tax
rate to total income taxes for the years ended March 31, 2002 and 2001 is as
follows:

                                                           2002          2001
                                                           ----          ----
     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%
                                                           ====          =====

Because  of  the  Company's lack of earnings history, the deferred tax asset has
been fully offset by a valuation allowance.

As  of  March  31,  2002,  the  Company had federal and state net operating loss
carryforwards  in  the amount of approximately $288,000, which expire at various
times  through  the  year  2022.

NOTE  E  -  STOCKHOLDER  LOAN  PAYABLE
--------------------------------------

In  a prior year and during the year ending March 31, 2002, the Company borrowed
$7,000  and  $1,440, respectively, in working capital debt financing from one of
the Company's officers. The entire balance is payable on demand with interest at
a  rate  of  8% per annum. The officer has waived accrued interest through March
31,  2002  and  effects  of  imputed  interest are not material to the financial
statements  taken  as  a  whole.

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

The  Company  contracted with a company related through common ownership whereby
the  related  party  holding company and its subsidiaries utilize the Company as
its exclusive Internet sales and marketing agent. The 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 and
maintains  the  web  sites  of site owners within their network of customers. In
exchange,  the  related  parties provide warehouse space, office space, customer
service,  warehouse and management personnel, supplies and other items necessary
to  provide  this  service.




                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001

NOTE F - RELATED PARTY TRANSACTIONS, DEPENDENCY AND CONCENTRATION
-----------------------------------------------------------------
OF RISK (CONT.)
---------------

In accordance with the agreement, the product cost is invoiced to the Company at
cost  plus 10%. In addition, the aforementioned non-product related expenses are
invoiced to the Company based on the percentage of Internet sales to the related
parties' total sales. The above relationships present a concentration of risk in
that  a  substantial  volume of business is transacted with the related parties'
customer base and use of its source of labor. This makes the Company potentially
vulnerable  to  the  risk  of  a  near-term  severe  impact.

The  composition  of  amounts  due  to/from  related parties in the accompanying
Balance  Sheet  at  March  31,  2002  is  as  follows:

Due from related party holding company                        $  96,799
Due from related party holding company's subsidiary (#1)         66,870
Due to related party holding company's subsidiary (#2)          (25,500)
Due to party related through common directorship                (15,422)
Due  to  other  related  parties                                (19,268)

Included in the accompanying Statements of Operations are sales to the customers
of  the  related  parties of $346,568 and $666,482 and related party expenses of
$316,045 and $637,783 for the years ended March 31, 2002 and 2001, respectively.

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

The  Company  provides  promotional  product  redemption certificates for future
customer purchases. These certificates are provided to customers that sign up as
members  to the website. 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 $203,739 and
related  prepaid  expenses  of  $104,080  at  March  31,  2002.


                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001

NOTE H - NOTES PAYABLE
----------------------

Notes payable at March 31, 2002 consist of the following:

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due October 2002.                         $   100,000

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due October 2002.                         $    10,000

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

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

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

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

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

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




                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001

NOTE H - NOTES PAYABLE (CONT')
------------------------------

Unsecured note payable to an unrelated investor
bearing 7% interest. Balloon payment of principal
and interest due October 2002.                         $    5,000
     TOTAL                                             $  135,000
      Less: current portion                            $  115,000
      Long-term portion                                $   20,000

The  entire  long-term portion above is due in fiscal year ended March 31, 2003.

NOTE I - 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 expire 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.

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 Black-Scholes options
pricing model, assuming 5.65% risk-free interest, 0% dividend yield, 60%
volatility, and a 2.00-year expected life.








                              PEOPLESWAY.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   For the Years Ended March 31, 2002 and 2001

NOTE  J  -  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,  2002  and  2001.

NOTE K - EQUITY
---------------

In  connection with its plan of reorganization on September 1, 1999 as described
in  Note  A, the Company issued 12,500,000 shares of its common stock for all of
the  issued  and  outstanding  shares  of  Peoplesway.com,  Inc.  The  Company
simultaneously  changed  its  name to Peoplesway.com, increased the par value of
its common stock to $.001 and effected a 1 for 400 reverse common stock split on
the  existing  outstanding  shares.

During  the year ended March 31, 2001, the Company also retired 2,675,000 shares
of  its  common  stock  that  had  been  issued  in  connection  with a proposed
convertible  debenture  at  the  time  of  reorganization.

During the year ended March 31, 2002, 487,000 common shares were issued to
consultants and officers as compensation for services rendered to the Company
and valued at the fair market value of the shares at the time of issuance as
determined by a third party source. 95,000 of these common shares were issued to
the Company's officers.

















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

None.

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

Identification  of  Directors  and Executive Officers and Significant Employees.

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

<TABLE>
<CAPTION>



<S>                               <C>  <C>                                 <C>
Name . . . . . . . . . . . . . .  Age  Position   Date Position Commenced
--------------------------------  ---  ----------------------------------

Donald R. "Pete" Monroe. . . . .   57  Chairman                             8/99

Matthew M. Monroe. . . . . . . .   32  President & Director                 8/99

Eugene M. Johnston . . . . . . .   38  CEO, Secretary/                      8/99
                                       Treasurer & Director

Julie B. Jordan. . . . . . . . .   42  Executive Producer                  10/99
</TABLE>



     None  of  our  directors  hold  directorships in other reporting companies.

Business  Experience  and  Personal  Background.

     Management  and  Key  Personnel.

     Donald  R.  "Pete"  Monroe,  Chairman

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

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

     Work  history:

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

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

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

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

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

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

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

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

     Matthew  M.  Monroe,  President  and  Director

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

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

     Work  history:

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

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

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

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

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

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

     Work  history:

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

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

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

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

     Julie  B.  Jordan,  Executive  Producer

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

     Work  history:

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

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

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

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

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

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


Family  Relationships

     The following table details the family relationships among our directors
and officers.
<TABLE>
<CAPTION>



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

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

Matthew M. Monroe . . . . . . . . . . .  President    Son of Donald R. "Pete" Monroe;
                                         & Director   Cousin of Eugene M. Johnston
Eugene M. Johnson . . . . . . . . . . .  C.E.O.       Nephew of Donald R. "Pete" Monroe;
                                                      Cousin of Matthew M. Monroe


</TABLE>



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

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

Item  10.  Executive  Compensation

None  of  our  directors  or  officers  have  received  any  compensation  from
Peoplesway,  including  salary,  stock,  stock  options,  or  otherwise,  and no
compensation  is  accruing.  There  are  no  arrangements  or  agreements  for
employment,  compensation,  or  change in control that exist with 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.

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, 2002, based upon
13,664,257  shares  outstanding.

<TABLE>
<CAPTION>



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


Common . . . . . . . . . .  Donald R. "Pete" Monroe        12,329,000           90.2%
                            2969 Interstate Street
                            Charlotte, NC  28208

</TABLE>




(b) Security Ownership of Management

     The following table sets forth the shares held by Peoplesway directors and
officers as of March 31, 2002.

<TABLE>
<CAPTION>



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


Common . . . . . . . . . .  Donald R. "Pete" Monroe       12,329,000           90.2%
                            2969 Interstate Street
                            Charlotte, NC  28208

Common . . . . . . . . . .  Matthew M. Monroe                 30,000            .2%
                            2969 Interstate Street
                            Charlotte, NC  28208

Common . . . . . . . . . .  Eugene M. Johnston                30,000            .2%
                            2969 Interstate Street
                            Charlotte, NC  28208
</TABLE>



     Ownership of shares by directors and officers of Peoplesway as a group:
90.6%

     (c)  Changes  in  Control

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

Item 12. Certain Relationships and Related Transactions

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

Agreements  with  DRM  and  its  Subsidiaries.

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

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

Item  13.  Exhibits  and  Reports  on  Form  8-K

     (a)  Financial  Statements
1.  The  following  financial  statements of Peoplesway are included in Part II,
Item  7:
Independent Auditors' Report                         20
Balance Sheet - March 31, 2002                       21
Statements of Operations - Years Ended
     March 31, 2002 and 2001                         22
Statements of Cash Flows - Years Ended
     March 31, 2002 and 2001                         23
Statements of Stockholders' Equity - Years Ended
     March 31, 2002 and 2001                         24
Notes to Financial Statements                     25-32

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

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

23. Consent of Auditors

(b) Reports on Form 8-K
     None.








                             SIGNATURE PAGE FOLLOWS
                             ----------------------





                                   SIGNATURES
                                   ----------

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

                                         PEOPLESWAY.COM, INC.

Date: July 6, 2002                    By: /s/ Eugene M. Johnston
                                      --------------------------
                                       Eugene M. Johnston
                                       CEO, Secretary/Treasurer and Director

Date: July 6, 2002                    By: /s/ Matthew M. Monroe
                                      -------------------------
                                      Matthew M. Monroe
                                      President and Director

Date: July 6, 2002                    By: /s/ Donald R Monroe
                                      -----------------------
                                      Donald R. Monroe
                                      Chairman of the Board