<PAGE>

                           UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB

[ X]  Quarterly Report pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934

      For the quarterly period ended March 31, 2001

[  ]  Transition Report pursuant to 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transition period            to           .
                               ------------   -----------
      Commission File Number       000-27621
                            -------------------

                       PETAPEER HOLDINGS INC.
      -----------------------------------------------------------
  (Exact name of small Business Issuer as specified in its charter)

Florida                                            95-4720231
-------------------------------                    -------------------
(State or other jurisdiction of                    (IRS Employer
incorporation or organization)                     Identification No.)

2300 W. Sahara, Ave., Suite 500
Las Vegas, Nevada                                  89102
-------------------------------                    -------------------
(Address of principal executive offices)           (Zip Code)

Issuer's telephone number, including area code:    514-830-4474
                                                   -------------------

                             EBUX, Inc.
          8 Gaucho Drive, Rolling Hills Estate, CA  90274
          -------------------------------------------------
         (Former name, former address and former fiscal year,
                 if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days    [X ] Yes    [  ] No

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:  8,500,000 Shares of
Common Stock outstanding as of May 15, 2001.

<PAGE>



                  PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements


The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and Item 310
(b) of Regulation S-B, and, therefore, do not include all
information and footnotes necessary for a complete presentation
of financial position, results of operations, cash flows,
and stockholders' equity in conformity with generally accepted
accounting principles.  In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of
operations and financial position have been included and all such
adjustments are of a normal recurring nature.  Operating results for
the three months ended March 31, 2001 are not necessarily indicative
of the results that can be expected for the year ending December
31, 2001.

                                2

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)


                 CONSOLIDATED FINANCIAL STATEMENTS


                           MARCH 31, 2001
                      (Stated in U.S. Dollars)


<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

                    CONSOLIDATED BALANCE SHEET
                     (Stated in U.S. Dollars)


--------------------------------------------------------------------------
                                                   MARCH 31    DECEMBER 31
                                                     2001         2000
--------------------------------------------------------------------------
ASSETS

Current
  Cash                                           $      513    $         -
  Subscriptions receivable                            1,333          1,333
                                                 -------------------------
                                                      1,846          1,333

Technology Costs                                     38,961              -
                                                 -------------------------
                                                 $   40,807    $     1,333
==========================================================================

LIABILITIES

Current
  Accounts payable and accrued liabilities       $   85,253    $     3,384
  Note payable                                       79,222              -
  Due to related company                             85,876              -
                                                 -------------------------
                                                    250,351          3,384
                                                 -------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

Common Stock
  50,000,000 shares authorized at
    $0.001 par value
  8,500,000 shares issued and outstanding             8,500          8,500

Paid-In Capital Deficiency                           (7,167)        (7,167)

Deficit Accumulated During The Development Stage   (210,877)        (3,384)
                                                 -------------------------
                                                   (209,544)        (2,051)
                                                 -------------------------
                                                 $   40,807      $   1,333
==========================================================================

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

               CONSOLIDATED STATEMENT OF OPERATIONS
                     (Stated in U.S. Dollars)


--------------------------------------------------------------------------
                                                             PERIOD FROM
                                                   THREE      INCEPTION
                                                   ENDED     NOVEMBER 28
                                                   MONTHS      2000 TO
                                                   MARCH 31    MARCH 31
                                                   2001          2001
--------------------------------------------------------------------------
Expenses
  Accounting                                       $    3,779  $     3,779
  Amortization                                          1,694        1,694
  Legal                                                39,453       40,100
  Travel                                               15,279       17,998
  Marketing                                            12,563       12,563
  Computer expense                                      4,064        4,064
  Office and sundry                                     3,084        3,102
                                                 -------------------------
Net Loss                                           $   79,916  $    83,300
==========================================================================

Net Loss Per Share                                 $     0.01
=============================================================

Weighted Average Number Of Shares Outstanding       8,500,000
=============================================================

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

               CONSOLIDATED STATEMENT OF CASH FLOWS
                     (Stated in U.S. Dollars)

--------------------------------------------------------------------------
                                                             PERIOD FROM
                                                   THREE      INCEPTION
                                                   ENDED     NOVEMBER 28
                                                   MONTHS      2000 TO
                                                   MARCH 31    MARCH 31
                                                   2001          2001
--------------------------------------------------------------------------
Cash Flows From Operating Activities
  Net loss for the period                          $ (79,916)  $   (83,300)

Adjustment To Reconcile Loss To Net Cash
 Used By Operating Activities
   Amortization                                        1,694         1,694
   Increase in due to related company                 85,876        85,876
   Increase in subscriptions receivable                    -        (1,333)
   Increase in accounts payable and accrued
    Liabilities                                       32,446        36,898
                                                 -------------------------
                                                      40,100        39,835
                                                 -------------------------
Cash Flows From Investing Activity
   Technology costs                                  (40,655)      (40,655)
                                                 -------------------------
Cash Flows From Financing Activity
   Share capital                                           -         1,333
                                                 -------------------------
(Decrease) Increase In Cash                             (555)          513

Cash, Beginning Of Period                              1,068             -
                                                 -------------------------
Cash, End Of Period                                $     513   $       513
==========================================================================

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

               STATEMENT OF STOCKHOLDERS' DEFICIENCY

                           MARCH 31, 2001
                      (Stated in U.S. Dollars)


                                COMMON STOCK
                    --------------------------------
                       NUMBER             ADDITIONAL
                         OF                  PAID-IN
                       SHARES    AMOUNT      CAPITAL    DEFICIT      TOTAL
                    ------------------------------------------------------
Issuance Of Common
  Stock             20,000,000 $  1,333   $        -  $       -  $   1,333

Net Loss From Date
  Of Incorporation,
  November 28, 2000
  To December 31,
  2000                       -        -            -     (3,384)    (3,384)
                    ------------------------------------------------------
Balance,
  December 31, 2000 20,000,000    1,333            -     (3,384)    (2,051)

Adjustment To
 Number Of Shares
 Issued And
 Outstanding As A
 Result Of The
 Reverse Take-Over
 Transaction
  3838421 Canada
   Inc.            (20,000,000)  (1,333)           -          -     (1,333)
  EBUX, Inc.         8,500,000    8,500       (7,167)         -      1,333

Net Asset
 Deficiency Of
 EBUX, Inc. At
 Date Of Reverse
 Take-Over
 Transaction                 -        -            -   (127,577)  (127,577)

Net Loss For The
 Period                      -        -            -    (79,916)   (79,916)
                    ------------------------------------------------------
Balance,
 March 31, 2001      8,500,000  $ 8,500   $   (7,167) $(210,877) $(209,544)
                    ======================================================

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

                           MARCH 31, 2001
                      (Stated in U.S. Dollars)

1.   BASIS OF PRESENTATION

The unaudited consolidated financial statements as of March
31, 2001 included herein have been prepared without audit
pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with United States generally accepted accounting
principles have been condensed or omitted pursuant to such
rules and regulations.  In the opinion of management, all
adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included.  It is suggested that these consolidated financial
statements be read in conjunction with the December 31, 2000
audited consolidated financial statements and notes thereto.


2.   SIGNIFICANT ACCOUNTING POLICIES

a)   Consolidation

These financial statements include the accounts of the
Company, incorporated in Florida, and NetworthEurope.com
S.A., incorporated in Luxembourg, and 3838421 Canada Inc., a
company incorporated in Canada (Note 3).

b)   Foreign Currency Translation

The Company's principal operations are located in Canada and
its functional currency is the Canadian dollar.  The
financial statements of the Canadian subsidiary have been
translated at the period end exchange rate, capital accounts
at the historical exchange rate, and revenues and expenses
at the average exchange rate for the period.  Adjustments
arising from the translation of the Company's subsidiary's
financial statements are included as a separate component of
shareholders' equity.

c)   Capitalized Costs

Costs for developing computer software are capitalized when
technological feasibility has been established for the
computer software product.  Capitalization of computer
software costs will be discontinued when the product is
available for general release to customers and such costs
are amortized on a straight line basis over two years.  At
each balance sheet date, the unamortized capitalized costs
of a computer software product shall be compared to the net
realizable value of that product.  The amount by which the
unamortized capitalized costs of a computer software product
exceed the net realizable value of that asset shall be
written off.

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 2001
                     (Stated in U.S. Dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

c)   Capitalized Costs (Continued)

The costs incurred in the design, configuration, coding,
Installation, and testing of the Company's website up to its
initial implementation are capitalized and amortized on a
straight line basis over two years.

Ongoing website post-implementation costs of operation,
including training and application maintenance, will be
charged to expense as incurred.

d)   Revenue Recognition

The Company will generate revenue from registration fees for
users who wish to upgrade or obtain additional
functionalities made available by the Company on an ongoing
basis.  Revenue will be recognized as received.

e)   Loss Per Share

The loss per share is calculated using the weighted average
number of common shares outstanding during the period.
Diluted earnings per share is not shown as the effect is
anti-dilutive.


3.   ACQUISITION

Effective February 22, 2001, the Company:

i)   acquired the worldwide rights to a software application
     (known as Gnotella) for consideration of $1,000,000 payable
     to the vendor, 3838421 Canada Inc.;

ii)  granted warrants to 3838421 Canada Inc. to acquire 13,
     300,000 common voting shares of the Company.  The warrants
     have no expiry date and are exercisable at a price of $1.625
     per share.  At March 31, 2001, no warrants have been
     exercised;

iii) granted warrants to the shareholders of 3838421 Canada
     Inc. to acquire 6,700,000 common voting shares of EBUX, Inc.
     (the "Company").  Effective the same date, a director of
     3838421 Canada Inc. was appointed as sole director of the
     Company.  At March 31, 2001, no warrants have been
     exercised.

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 2001
                     (Stated in U.S. Dollars)


3.   ACQUISITION (Continued)

Since the above transactions and the board appointment result
in the shareholders of 3838421 Canada Inc. acquiring control
of EBUX, Inc., the transaction, which is referred to as a
"reverse take-over", has been treated for accounting purposes
as an acquisition by 3838421 Canada Inc. of the net assets and
liabilities of EBUX, Inc.  Under this purchase method of
accounting, the results of operations of EBUX, Inc. are
included in the combined financial statements from February
22, 2001.

The reverse acquisition was a reorganization and
recapitalization of a private operating company with a public
shell in which no goodwill or other intangibles were recorded
as part of the transaction.  At February 22, 2001, EBUX, Inc.
had a net asset deficiency of $127,577, therefore, on the
granting of the warrants to acquire 13,300,000 common shares
of EBUX, Inc., the net asset deficiency of $127,577 was
charged to deficit.  3838421 Canada Inc. is deemed to be the
purchaser for accounting purposes.

Accordingly, its net assets are included in the balance sheet
at their previously recorded amounts.  The acquisition is
summarized as follows:

Current Assets
  Cash                                                 $      512
                                                       ----------

Current Liabilities
  Accounts payable                                         48,867
  Note payable                                             79,222
                                                       ----------
                                                          128,089
                                                       ----------
Net Asset Deficiency                                   $ (127,577)
                                                       ==========


All inter-company balances and transactions have been
eliminated on consolidation, including the transfer of the
software license rights referred to in (i) above.


4.   COMMITMENTS

i)   Pursuant to the acquisition to acquire the software rights
     (Note 3), the Company will enter into employment contracts
     with certain directors and officers.

ii)  Pursuant to the acquisition agreement, the Company may
     issue 1,000,000 common shares to certain minority
     shareholders of companies affiliated with the vendor in
     exchange for their shareholdings in those companies.

<PAGE>

                             EBUX, INC.
                   (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 2001
                     (Stated in U.S. Dollars)

4.   COMMITMENTS (Continued)

iii) The Company is required to pay a license fee equivalent
     to 20% of revenue earned from the Gnotella software, plus
     10% of financing proceeds to a company with directors in
     common with the Company and 3838421 Canada Inc.  The amount
     is payable on a quarterly basis.


5.   SHARE PURCHASE WARRANTS

The Company issued 6,700,000 share purchase warrants to
certain directors and officers of 3838421 Canada Inc. at a
price of $1.625 per share.  The warrants have no expiry date.
No compensation expense has been recorded on the granting of
these warrants as the exercise price of each warrant equals
the fair value of the underlying common stock as of the grant
date (A.P.B. Opinion No. 25).

If compensation expense had been recorded as calculated in
accordance with F.A.S. No. 123, the Company's loss and loss
per share for the period to March 31, 2001 would have been
increased as indicated below.

Loss                                                  $     (3,725,104)
Loss per share                                        $          (0.44)

The calculation is based upon the Black-Scholes pricing model
with the following assumptions; dividend yield, Nil percent
for all years; expected volatility of 152%; risk free interest
rate of 5.25%, and expected life of two years.


6.   RELATED PARTY TRANSACTIONS

a)   Amounts due to a company related by way of common directors
are interest free, unsecured and have no specified terms of
repayment.

b)   3838421 Canada Inc. entered into a technology licence
agreement, dated November 30, 2000, with a private company
with common directors, whereby it acquired the rights to the
technology subsequently transferred and assigned to EBUX,
Inc. on February 22, 2001.

Under the terms of the agreement dated November 30, 2000,
3838421 Canada Inc. undertook to pay as consideration, 20%
of revenue and 10% of financing receipts to the private
company (excluding the financing proceeds referred to in the
agreement of February 22, 2000).



<PAGE>

    Item 2. Management's Discussion and Analysis or Plan of Operations

Plan of Operations

Our principal asset is a license to use and commercialise the client software
known as "Gnotella" ("Gnotella").  Our business plan calls for the
continued development of upgrades to Gnotella and the establishment of
a broad user base for the software.  Gnotella version 0.9.8 was released on
March 2, 2001.  Within 20 days of its release, version 0.9.8 was downloaded
408,275 times from the Gnotella.com website.  Gnotella version 0.9.9 was
released on March 22, 2001.  From that date to April 30, 2001, version
0.9.9 was downloaded 582,291 times from the Gnotella.com website.
At the present time there are at lease 15 mirror websites from which
Gnotella can be obtained.  The number of downloads from these sites
cannot be ascertained.  From March 2, 2001, to April 30, 2001, there
were 5,300,333 pageviews of the Gnotella.com website.

To date, we have provided the software free of charge.  Management believes
that providing Gnotella free of charge is instrumental in developing a
committed user base.  Funds obtained through the sale of equity capital
are being used to fund operations to establish this base.  Once our user
base is in place to the satisfaction of management, we will begin charging
for Gnotella upgrades and deluxe features.

We presently have equity capital subscriptions received and receivable
totalling $2,000,000 which will fund company operations for the next
12 months.  While management believes the subscriptions will be paid as
agreed,  there can be no guarantee the funding will be received.  We have
three employees at the present time.  We expect to hire two to four more
employees over the next 12 months.

                                3
<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From time to time, the Company will make written and oral forward-looking
statements about matters that involve risk and uncertainties that could
cause actual results to differ materially from projected results.  Important
factors that could cause actual results to differ materially include,
among others:

*   The Company will obtain funding sufficient to execute its business plan.
*   The Company will eventually achieve revenues from upgrades to the client
    software known as "Gnotella" sufficient to sustain the operations of the
    Company.
*   Internet service providers will continue to support peer-to-peer
    initiatives.
*   Bandwidth cost to its users will not increase to such extent that
    Gnotella loses commercial viability.
*   The Company will be successful competing in a competitive market.
*   The Company will be able to respond in an adequate manner to any
    unforeseen technological changes.
*   The Company's key personnel will remain with the Company.
*   The use of Gnotella will not be unduly restrained by governmental or
    legal action.

Many of these factors are beyond the Company's ability to control
and predict.  Investors are cautioned not to place undue reliance
on forward-looking statements.  The Company disclaims any intent
or obligation to update its forward-looking statements, whether
as a result of receiving new information, the occurrence of
future events, or otherwise.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

  None

Item 2. Changes in Securities

  None

Item 3. Defaults upon Senior Securities

  None

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

  None

Item 5. Other Information

                         RISK FACTORS

An investment in the securities of the company is highly
speculative and subject to a high degree

                                4
<PAGE>

of risk. Only those who can bear the risk of loss of
their entire investment should participate.  Prospective
investors should carefully consider the
following factors, among others, before making an investment in
the common stock described in this document.

BECAUSE OF THE COMPANY'S LIMITED OPERATING HISTORY, IT MAY NOT BE
SUCCESSFUL IN ADDRESSING RISKS ASSOCIATED WITH A NEW BUSINESS

The Company has a very limited operating history.  The Company
has not yet begun to make sales of commercial versions of its
product, and is a development stage company. The Company's
business and prospects must be considered in light of the risks
encountered by companies in their early stages of development,
particularly companies in new and rapidly evolving markets such
as peer-to-peer online file sharing. Some of these risks relate
to the Company's ability to:  execute its business and marketing
strategy; continue to develop and upgrade its technology; respond
to competitive developments; and hire, retain and motivate
qualified personnel.

THE COMPANY MAY NOT BE PROFITABLE FOR THE FORESEEABLE FUTURE

The Company's product was first distributed to the public in the
first quarter of 2000. To date, however, the product has been, and
continues to be, distributed free of charge as the Company
attempts to develop a broad user base for the product.  Once the
Company has established the user base to the satisfaction of
management, it will be begin to charge for upgrades to the
product.  Accordingly, the Company has incurred significant
losses since commencement of its current operations, and its
losses are continuing. The Company intends to continue to expend
financial and management resources on the development of upgrades
to its product, and other aspects of its business.  As a result,
the Company expects operating losses and negative cash flows to
continue for the foreseeable future. In addition, the Company
anticipates that its operating losses will increase significantly
from current levels.

THE COMPANY'S OPERATING RESULTS IN THE FUTURE WILL DEPEND UPON
ITS ABILITY TO MAINTAIN ACCEPTANCE IN THE USER MARKET AND DEAL
WITH COMPETITIVE PRESSURES.

For the Company to be successful, it will be necessary for it to
meet various business and competitive pressures.  For example,
its success will depend on:

*  its ability to attract users as paying customers;
*  the introduction of new competing products or services by others;
*  price competition;

                                5
<PAGE>

*  the continued rapid development of the market for peer-to-
   peer online file sharing products;
*  its ability to be competitive in its product offerings;
*  the Company' ability to attract new personnel; and
*  U.S. and foreign regulations relating to the peer-to-peer online
   file sharing products and the Internet generally.


The Company's market is new and the commercial versions of its product
may not be generally accepted by users.  If the Company cannot
establish and grow a customer base of paying customers, the Company
will not be able to generate sales and revenues or create economies
of scale to offset its fixed and operating costs. The Company's
future growth depends on the willingness of users to pay for
peer-to-peer online file sharing software and the Company's ability
to market its products in a cost-effective manner to a sufficiently
large number of customers. If this market fails to develop, or
develops more slowly than expected, or if the Company's services
do not achieve market acceptance, its business would be adversely
affected.


THE COMPANY IS ENTIRELY DEPENDENT UPON INTERNET SERVICE PROVIDERS
CONTINUING TO SUPPORT PEER-TO-PEER INITIATIVES
The Company's product permits users to make their files available
to others online and to search and download files that others
have made online.  Due the nature of the software and the
Gnutella Network, the operation of the Company's product by its
customers can consume large amounts of bandwidth.  As this
requirement is generally met by customers' Internet service
providers, the continued viability of the Company's product is in
large part dependent upon the continued willingness of internet
service providers to permit users to run software such as the
Company's product.  Any prohibition by Internet service providers
of peer-to-peer online file sharing software could have adversely
affect the Company's business.

THE COMPANY IS VULNERABLE TO INCREASES IN THE COST OF BANDWIDTH

As the operation of the Company's product by its customers is
bandwidth-intensive, requiring large amounts of bandwidth by each
user connected to the Gnutella Network, any increase in the cost
of bandwidth charged by customers' internet service providers
could render the operation of the software prohibitively expense
to individual customers, which would have adversely affect the
Company's business.

THE COMPANY'S VULNERABILITY TO LACK OF CAPACITY, SYSTEM FAILURE
AND SYSTEM DEVELOPMENT RISKS COULD HURT ITS BUSINESS

The Company's product is and will continue to be made available
to customers through network servers and systems operated by
others. The satisfactory performance, reliability and
availability of these networks will be critical to the Company's
operations, its level of customer service, and its reputation and
ability to attract and retain customers. These systems and
operations are vulnerable to damage or interruption from fire,
flood and other natural disasters, power loss, telecommunications
failure, break-ins and similar events.  Any systems interruption
that impairs the Company's ability to provide its products will
reduce the attractiveness of service offerings to online
retailers, which could have an adverse affect on its revenues.

                                6
<PAGE>

THE COMPANY FACES INTENSE COMPETITION AND COULD MAKE PRICING,
SERVICE OR MARKETING DECISIONS THAT COULD HARM ITS BUSINESS

The peer-to-peer online file sharing market is new, rapidly
evolving and extremely competitive. The Company expects
competition to intensify in the future. The Company currently
competes directly with other providers and developers of peer-to-
peer online file sharing software and solutions, developers and
manufacturers of other file sharing products, including
recordable media such as floppy diskettes, recordable CD ROM, as
well as software such as e-mail clients capable of sending file
attachments.  Many of the Company's current and potential
competitors have longer operating histories, larger customer
bases, greater name recognition and significantly greater
financial, marketing and other resources than the Company. In
addition, larger, well-established and well-financed entities may
acquire, invest in or form joint ventures with online competitors
as the use of the Internet and other online services increases.
In addition, new technologies and the expansion of existing
technologies, are expected to result in additional competition.

THE COMPANY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE WHICH COULD
RENDER THE COMPANY'S TECHNOLOGY AND SYSTEMS OBSOLETE

The Company's future success will depend on its ability to offer
software products that incorporate leading technology and address
the increasingly sophisticated and varied needs of current and
prospective customers. The Company's market is characterized by
rapidly changing and unproven technology, evolving industry
standards, changes in customer needs, emerging competition and
frequent new service introductions. Future advances in technology
may not be beneficial to or compatible with, its business. In
addition, the Company may not be able to incorporate advances on
a cost-effective and timely basis. In addition, keeping pace with
the technological advances may require substantial expenditures
and lead time.

ANY LOSS OF THE COMPANY'S PERSONNEL OR INABILITY TO ADD NEW
PERSONNEL COULD HARM THE COMPANY'S BUSINESS

The Company's future success depends significantly on the
continued services and performance of its management. The
Company's performance also depends on its ability to retain and
motivate its key employees. The loss of the services of any of
the Company's executive officers or other key employees could
cause significant disruption in the Company's business. The
Company has no long-term employment agreements with senior
management and does not currently maintain any "key person" life
insurance. The Company's future success also depends on its
ability to identify, attract, hire, train, retain and motivate
other highly skilled technical, managerial, operations,
merchandising, sales and marketing and customer service
personnel. Competition for such personnel is intense, and the
Company may not successfully attract, assimilate or retain
sufficiently qualified personnel. The failure to retain and
attract the necessary personnel could impede its future success.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD
ADDITIONAL COSTS AND RISKS TO DOING BUSINESS ON THE INTERNET AND
COULD HARM THE COMPANY'S BUSINESS

The Company is not currently subject to direct regulation by any
governmental agency, other than regulations applicable to
businesses generally, export control laws and laws or regulations
directly applicable to peer-to-peer online file sharing. However,
due to the increasing popularity

                                7
<PAGE>

and use of the Internet and peer-to-peer online sharing,
it is possible that a number of laws and regulations may
be adopted with respect to the Internet covering issues
such as: user privacy, pricing, content,
copyrights, distribution, and characteristics and quality of
products and services. Furthermore, the growth and development of
the market for peer-to-peer online file sharing may prompt calls
for more stringent consumer protection, privacy and copyright
laws that may impose additional burdens on those companies
conducting business online. The adoption of additional laws or
regulations may decrease the growth of peer-to-peer online file
sharing, which could, in turn, decrease the demand for the
Company's products and increase its cost of doing business. The
applicability to the Internet of existing laws governing issues
such as property ownership, copyrights, encryption and other
intellectual property issues, taxation, libel, export or import
matters, obscenity and personal privacy is uncertain. The vast
majority of such laws were adopted prior to the advent of the
Internet and related technologies. As a result, they do not
contemplate or address the unique issues of the Internet and
related technologies. Changes to such laws intended to address
these issues could create uncertainty in the Internet
marketplace. Such uncertainty could reduce demand for the
Company's products or increase the cost of doing business due to
increased costs of litigation or increased service delivery
costs.

THE COMPANY'S STOCK PRICE HAS BEEN AND COULD BE HIGHLY VOLATILE

The trading price of the Company's common stock has been and is
likely to continue to be highly volatile and could be subject to
wide fluctuations in response to a number of factors including:
variations in quarterly operating results; new products or
services offered by the Company or its competitors; conditions or
trends in the Internet and online commerce industries; changes in
the economic performance and/or market valuations of other
Internet, online service or retail companies; and other events or
factors, many of which are beyond the Company's control. In
addition, the stock market in general, and the market for
Internet-related and technology companies in particular, has
experienced extreme price and volume fluctuations that have often
been unrelated or disproportionate to the operating performance
of such companies. These broad market and industry factors may
materially adversely affect the market price of the Company's
common stock, regardless of the Company's actual operating
performance. In the past, following periods of volatility in the
market price of a company's securities, securities class-action
litigation has often been instituted against such companies. Such
litigation, if instituted, could result in substantial costs and
a diversion of management's attention and resources.

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

(a)  Exhibits

None

(b)  Reports on Form 8-K

A report on Form 8-K was filed by the company on
March 9, 2001 reporting a change of control under
Item 1 and the acquisition of an asset under Item 2.

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<PAGE>

                           SIGNATURES

In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorised.

PETAPEER HOLDINGS INC.

Date:   May 15, 2001



By:  /s/ Stephane Chouinard
   ------------------------
   Stephane Chouinard, CEO

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