<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  September  30,  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 Identification  No.)
incorporation  or  organization)


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

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



         (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:  9,668,224 Shares of Common Stock
outstanding  as  of  September  30,  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 and for the nine months ended September
30,  2001 are not necessarily indicative of the results that can be expected for
the  year  ending  December  31,  2001.

                                       2

<PAGE>
















                             PETAPEER HOLDINGS, INC.
                              (Formerly EBUX, Inc.)
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2001
                            (Stated in U.S. Dollars)













<PAGE>
<TABLE>
<CAPTION>

                             PETAPEER  HOLDINGS,  INC.
                              (Formerly EBUX, Inc.)
                          (A Development Stage Company)

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




                                                    SEPTEMBER 30    DECEMBER 31
<S>                                                <C>             <C>
                                                            2001           2000
                                                   --------------  -------------

ASSETS

Current
  Cash                                             $       3,457   $          -
  Subscriptions receivable                                 1,333          1,333
  Accounts receivable                                        887              -
  Prepaid expenses                                        16,750              -
                                                   --------------  -------------
                                                          22,427          1,333

Capital Assets, net of depreciation (Note 4)               4,670              -
Technology Costs, net of amortization                     28,797              -
                                                   --------------  -------------

                                                   $      55,894   $      1,333
                                                   ==============  =============

LIABILITIES

Current
  Accounts payable and accrued liabilities         $     210,857   $      3,384
  Note payable                                            79,222              -
  Due to related company (Note 8(a))                      23,756              -
  Loan payable                                            20,200              -
  Due to director (Note 8(c))                            117,818              -
                                                   --------------  -------------
                                                         451,853          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)
Common Stock Subscribed (Note 7(b))                      231,731              -
Deficit Accumulated During The Development Stage        (629,023)        (3,384)
                                                   --------------  -------------
Total Stockholders' Equity (Deficiency)                 (395,959)        (2,051)
                                                   --------------  -------------

                                                   $      55,894   $      1,333
                                                   ==============  =============
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                             PETAPEER  HOLDINGS,  INC.
                             (Formerly  EBUX,  Inc.)
                         (A  Development  Stage  Company)

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


                                                                         PERIOD FROM
                                                  THREE        NINE       INCEPTION
                                                  MONTHS      MONTHS     NOVEMBER 30
                                                  ENDED       ENDED        2000 TO
                                                  SEPTEM      SEPTEM
                                                 -BER 30     -BER 30     SEPTEMBER 30
                                                  2001         2001         2001
                                               -----------  -----------  ----------
<S>                                            <C>          <C>          <C>
Revenues                                       $        -   $        -   $       -

Expenses
  Accounting                                   $    5,757   $   12,929   $  12,929
  Amortization                                      5,517       12,393      12,393
  Legal                                             7,666      122,047     122,694
  Travel                                            2,011       26,473      29,192
  Marketing                                             -       18,297      18,297
  Computer expense                                 46,322       82,097      82,097
  Office and sundry                                 2,746       13,237      13,255
  Interest expense                                  1,598        3,178       3,178
  Salaries and benefits                            95,330      161,170     161,170
  Bank charges and foreign exchange                (1,400)       2,272       2,272
  Advertising expense                                   -        2,000       2,000
  Investor relations                               25,374       39,049      39,049
  Transfer agent                                    2,920        2,920       2,920
                                               -----------  -----------  ----------

Net Loss                                       $ (193,841)  $ (498,062)  $(501,446)
=============================================  ===========  ===========  ==========


Net Loss Per Share                             $    (0.02)  $    (0.06)
=============================================  ===========  ===========



Weighted Average Number Of Shares Outstanding   8,500,000    8,500,000
=============================================  ===========  ===========
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                                PETAPEER  HOLDINGS,  INC.
                                (Formerly  EBUX,  Inc.)
                            (A  Development  Stage  Company)

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



                                                                                                        PERIOD FROM
                                                                           THREE           NINE          INCEPTION
                                                                          MONTHS          MONTHS        NOVEMBER 30
                                                                           ENDED           ENDED          2000 TO
                                                                        SEPTEMBER 30    SEPTEMBER 30    SEPTEMBER 30
<S>                                                                    <C>             <C>             <C>
                                                                                2001            2001            2001
                                                                       --------------  --------------  --------------

Cash Flows From Operating Activities
  Net loss for the period                                              $    (193,841)  $    (498,062)  $    (501,446)

Adjustment To Reconcile Loss To Net Cash Used By
  Operating Activities
    Amortization                                                               5,517          12,393          12,393
    Increase in due to related company                                        15,390          23,756          23,756
    Increase in subscriptions receivable                                           -               -          (1,333)
    Increase in accounts payable and accrued
      liabilities                                                             24,107         158,050         162,502
    Increase in accounts receivable                                             (234)           (887)           (887)
    Increase in prepaid expenses                                              (6,750)        (16,750)        (16,750)
                                                                       --------------  --------------  --------------
                                                                            (155,811)       (321,500)       (321,765)
                                                                       --------------  --------------  --------------

Cash Flows From Investing Activities
  Technology costs                                                                 -         (40,655)        (40,655)
  Capital assets                                                              (1,609)         (5,205)         (5,205)
                                                                       --------------  --------------  --------------
                                                                              (1,609)        (45,860)        (45,860)
                                                                       --------------  --------------  --------------

Cash Flows From Financing Activities
  Share capital                                                                    -               -           1,333
  Share subscription                                                          10,000         231,731         231,731
  Loan payable                                                                20,200          20,200          20,200
  Due to director                                                            117,818         117,818         117,818
                                                                       --------------  --------------  --------------
                                                                             148,018         369,749         371,082
                                                                       --------------  --------------  --------------

Increase (Decrease) In Cash                                                   (9,402)          2,389           3,457

Cash, Beginning Of Period                                                     12,859           1,068               -
                                                                       --------------  --------------  --------------

Cash, End Of Period                                                    $       3,457   $       3,457   $       3,457
=====================================================================  ==============  ==============  ==============
</TABLE>




SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  FINANCING  AND  INVESTING  ACTIVITIES:

During  the  nine  month  period  ended  September  30, 2001, the Company issued
1,168,224  common  shares  in  satisfaction  of  debt totaling $1,000,000 to its
subsidiary.  The  amount  was  subsequently  eliminated  at  consolidation.


<PAGE>

<TABLE>
<CAPTION>

                                                  PETAPEER  HOLDINGS,  INC.
                                                   (Formerly  Ebux,  Inc.)
                                               (A  Development  Stage  Company)

                                             STATEMENT OF STOCKHOLDERS' DEFICIENCY

                                                      SEPTEMBER 30, 2001
                                                   (Stated in U.S. Dollars)



                                                                                      COMMON STOCK
                                                                    ----------------------------------------------
                                                                       NUMBER    ADDITIONAL
                                                                         OF        PAID-IN
                                                                       SHARES      AMOUNT    CAPITAL   SUBSCRIBED    DEFICIT
                                                                    ------------  --------  ---------  -----------  ----------
<S>                                                                  <C>           <C>      <C>        <C>          <C>
Issuance of common stock                                              20,000,000   $ 1,333  $      -   $         -  $
-

Net loss from date of incorporation, November 30, 2000
  to December 31, 2000                                                         -         -         -             -     (3,384)
                                                                     ------------  -------- ---------  -----------  ----------

Balance, December 31, 2000                                            20,000,000     1,333         -             -     (3,384)

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)        -             -          -
    EBUX, Inc.                                                         8,500,000     8,500    (7,167)            -          -

Net asset deficiency of EBUX, Inc. at date of reverse
  take-over transaction                                                        -         -         -             -   (127,577)
Net loss for the period                                                        -         -         -             -    (79,916)
                                                                     ------------  -------- ---------  -----------  ----------


Balance, March 31, 2001                                                8,500,000     8,500    (7,167)            -   (210,877)

Common stock subscribed                                                        -         -         -       221,731          -
Net loss for the period                                                        -         -         -             -   (224,305)
                                                                    ------------  --------  ---------  -----------  ----------

Balance, June 30, 2001                                                 8,500,000     8,500    (7,167)      221,731   (435,182)

Common stock subscribed                                                        -         -        -        10,000           -
Net loss for the period                                                        -         -
                                                                    ------------  --------  ---------  -----------  ----------


Balance, September 30, 2001                                            8,500,000   $ 8,500  $ (7,167)  $   231,731  $(629,023)
                                                                    ============  ========  =========  ===========  ==========

</TABLE>





<PAGE>
                             PETAPEER HOLDINGS, INC.
                              (Formerly EBUX, Inc.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The  unaudited  consolidated  financial  statements  as  of  September  30, 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)     Capital  Assets

Capital  assets  are  comprised of computer software and computer hardware which
are  recorded  at  cost  and  depreciated  over  their estimated useful lives as
follows:  computer  software  -  three  years;  computer hardware - three years.



<PAGE>
                             PETAPEER HOLDINGS, INC.
                              (Formerly EBUX, Inc.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

d)     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.

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.

e)     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.

f)     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.  (Note  7(a));



<PAGE>
                             PETAPEER HOLDINGS, INC.
                              (Formerly EBUX, Inc.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                            (Stated in U.S. Dollars)



3.     ACQUISITION  (Continued)

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 June 30, 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  June  30,  2001,  no  warrants  have  been  exercised.

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:
<TABLE>
<CAPTION>


Current  Assets

  Cash                     $512
                      ----------

<S>                   <C>
Current Liabilities
  Accounts payable       48,867
  Note payable           79,222
                        128,089
                      ----------

Net Asset Deficiency  $(127,577)
                      ==========
</TABLE>



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


<TABLE>
<CAPTION>

                            PETAPEER  HOLDINGS,  INC.
                             (Formerly  EBUX,  Inc.)
                        (A  Development  Stage  Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                            (Stated in U.S. Dollars)



4.   CAPITAL  ASSETS  (Continued)
                               SEPTEMBER 30                 DECEMBER 31
                                  2001                         2000
                   -----------------------------------      -----------
                             Accumulated      Net Book        Net Book
                    Cost     Depreciation     Value            Value
                   ------    -------------    --------      -----------
<S>                <C>       <C>              <C>           <C>
Computer software  $2,883  $         320      $  2,563      $       -
Computer hardware   2,322            215         2,107              -
                   ------  -------------      --------      -----------

                   $5,205  $         535      $  4,670      $       -
                   ======  =============      ========      ===========
</TABLE>




5.     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.

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.


6.     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 nine month period
to  September  30,  2001  would  have  been  increased  as  indicated  below.

Loss                    $     4,139,866
Loss  per  share        $          0.45

<PAGE>

                             PETAPEER HOLDINGS, INC.
                              (Formerly EBUX, Inc.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                            (Stated in U.S. Dollars)



6.     SHARE  PURCHASE  WARRANTS  (Continued)

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.


7.     SHARE  CAPITAL

a)     On  April 16, 2001, the Company issued 1,168,224 common shares at a price
of  $0.856  per  share  to  3838441  Canada  Inc.,  the Company's subsidiary, in
satisfaction  of  the  debt  of  $1,000,000  (Note  3(i)).  This transaction was
subsequently  eliminated  at  consolidation.

b)     By  a  private  offering  memorandum,  dated  April 16, 2001, the Company
intends to raise up to $2,000,000 by way of private placement.  The Company will
issue  up  to  2,851,604  common  shares  at  a price of $0.70136 per share, and
warrants entitling the holder to purchase one common share for each warrant held
at  a  price  of  $0.70136  per  share  for  a  one  year  period.

As  at  September  30, 2001, $231,731 has been received by way of subscriptions.


8.     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 license 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).

c)     Amount due to a director is interest free, unsecured and has no specified
terms  of  repayment.


<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  0.9.9  was  released  on  March 2, 2001.
Gnotella  version  1.0  was released on July 26, 2001.  Between its release date
and  the  release  date  of  version 1.0, version 0.9.9 was downloaded 2,626,674
times.  From  its  release  date  on  July 26, 2001, through September 31, 2001,
version  1.0  was  downloaded  1,647,076  times  directly  from the Gnotella.com
website  .  Since  the  time  of  its  inception  in  mid-2000,  there have been
approximately  5.3  million  downloads  of  Gnotella.  There were 4,647,231 page
views  of  the  http://Gnotella.com website during September, 2001.  Gnotella is
currently  in  its  27th  week  on  Cnet's  Download.com  "Most  Popular"  list.

All  of  the  foregoing figures exclude the numbers compiled by other mirror Web
sites  providing  downloads  of  the  software  external to http://Gnotella.com.
There  are  at least 15 mirror Web sites from which Gnotella can be obtained. As
the  exact  number of such mirror sites is unknown, the number of downloads from
these sites cannot be ascertained. There are at this time more than 30 Web sites
devoted  to  peer-to-peer computing which refer or point to http://Gnotella.com.
There have been downloads of Gnotella from users on five continents, in at least
130  countries  of  which  we  are aware at this time, with a strong interest in
Europe  and  South  America.

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.  Once our user base is in place to the satisfaction of management, we will
begin charging for Gnotella upgrades and deluxe features.  Given the significant
volume  of  traffic  to  our  site,  management  also  believes our site will be
attractive  to  outside  advertisers.  The first third party advertisements were
posted to our site on July 26, 2001.  However, to date, revenue from advertisers
is  negligible  when  compared  to  the  overall  cash  needs  of  the  Company.

Though  operating revenues commenced with the initiation of advertising revenues
on  July  26,  2001,  and charges for software upgrades and deluxe features will
commence  sometime  in the future, it is impossible at this time to predict when
operating  revenues  will  become  significant  when  compared  to the operating
expenses  of the Company.  At September 30, 2001, the Company had cash totalling
$3,457.  Accordingly,  funds  obtained  through  the  sale of equity capital are
being  used  to  fund  the  day  to  day  operations  of  the  Company.

On  April  16,  2001,  the  Company commenced a private placement of shares at a
price of $0.70136 per share.  As of September 30, 2001, $231,731 had been raised
under  this placement.  Management is not confident that additional money can be
raised  under  this  offering  given  the  current  public  market  price of the
Company's  stock.  Management  is  therefore  under  the  necessity  of  making
alternative  arrangements  for  the  sale of equity funding.  We believe that it
will  require  $1,000,000  to fund the operations of the Company for the next 12
months.  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.

Petapeer  recently  entered  into  two  business  transactions  that,  if  fully
consummated,  may have a

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material  impact  upon  our  continuing  operations.  First,  in early November,
Petapeer  executed  a  letter  of  intent  with  Clarity  Incentive  Systems, to
establish  a  mutually  exclusive  relationship  whereby  the two companies will
jointly  develop  and market a proprietary rewards platform that brings together
highly  involved  participants and industry leading suppliers. Clarity Incentive
Systems  develops  electronic   payment   applications  and  processes   payment
transactions  for  emerging  and  specialized markets. The establishment of this
relationship  will  assist  us  in  developing  an  effective  revenue  model.

Additionally,  in  late October, Petapeer executed a memorandum of understanding
with  Strato  Productions (2001) Inc. for the purchase by Petapeer of the shares
of Strato, a private company that owns an established record label and recording
studio.  The memorandum of understanding is subject to a definitive agreement to
be  negotiated between the parties and a due diligence review to be performed by
the  companies' respective counsel within the coming weeks.  If this acquisition
comes to fruition, it may broaden our ability to bring new artists together with
our  existing  user base and thereby enhance any future revenue model developed.

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", as well as from the transactions described
      in the two  paragraphs  immediately  preceding this section,  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

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<PAGE>

Item  2.  Changes  in  Securities

     None

Item  3.  Defaults  upon  Senior  Securities

     None

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

     None

Item  5.  Other  Information

            None


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

          (a)     Exhibits

                  99.1     Risk  Factors

          (b)     Reports  on  Form  8-K

                  None

                                   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     November  14,  2001



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


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