PEOPLESWAY COM INC
10SB12G/A, 2000-05-01
BUSINESS SERVICES, NEC
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-SB/A2

                    Registration Statement on Form 10-SB

              GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
                             BUSINESS ISSUERS

                            Peoplesway.Com, Inc.

         (Name of Small Business Issuer as specified in its charter)

                   NEVADA                           87-0374559
           ----------------------               ------------------
  (State or other jurisdiction of            (I.R.S. incorporation or
        organization)                               Employer I.D. No.)

                          2969 Interstate Street
                     Charlotte, North Carolina  28208
                    ----------------------------------
                 (Address of Principal Executive Office)

      Issuer's Telephone Number, including Area Code:  (704) 393-1860

   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)


THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES.  ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE  ANTICIPATED
IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN  FACTORS, INCLUDING
THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS  DOCUMENT. THE
FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION AND IS QUALIFIED  IN ITS
ENTIRETY BY THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS  APPEARING
ELSEWHERE IN THE DOCUMENT AND PARTICULARLY IN THE SECTION ENTITLED  "RISK
FACTORS."

PART I

ITEM 1. DESCRIPTION OF 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,
flowers, and magnetherapy products, 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.

Development Stage Company

 As set forth below in our independent auditor's report, Peoplesway
is a development stage company with no established source of revenues.  Until
August 1999, Peoplesway did not have sales or revenues for over ten years, and
our audited financial statements for the years ended December 31, 1998 and 1997
show no activity.  Because our financial statements only illustrate our first
six months of operations in our present structure, they  have limited value to
predict our future success.  These conditions raise substantial doubt about our
ability to continue as a going concern.

Recent History

     Peoplesway, Inc., a closely-held North Carolina corporation incorporated in
August 1999, was acquired by Prospector Energy, Inc. ("Prospector") in a reverse
acquisition, as a wholly-owned subsidiary on September 1, 1999 in a stock for
stock tax free exchange, whereby all outstanding shares of Peoplesway were
exchanged for 12,500,000 shares of Prospector.  At inception, Prospector  was
authorized to issue 30,000,000 shares of common voting stock, par value one cent
($0.01) per share. Pursuant to the acquisition of Peoplesway and resulting
amendments to the articles of incorporation, the authorized shares of common
stock increased to 100,000,000, the par value was changed to $.001, a  400 to 1
reverse split of Prospector's common stock was effected, resulting in 107,328
shares being issued and outstanding immediately prior to the acquisition, and
the company changed its name to Peoplesway.Com, Inc.  Following the conversion
of a convertible debenture, there are an additional 3,000,000 shares
outstanding, for a total of 15,607,328 shares of common stock.   All  references
in this document to "Peoplesway", "the Company" or "us", "we" or "our", refer to
the Nevada parent, formerly known as Prospector Energy, Inc., and the North
Carolina subsidiary. The principal offices of Peoplesway are located at 2969
Interstate Street, Charlotte, North Carolina  28208, and its phone number is
(704) 393-1860.

Prior History

     Peoplesway was organized as a Utah corporation on October 30, 1980, for
the purpose of purchasing, owning, holding, selling, disposing of and
otherwise dealing in the oil and gas business and other natural resources.  It
became a public company through an offering of  common stock to residents of
the State of Utah, pursuant to an exemption from registration under
then-existing Rule 147, Securities Act of 1933.  Following the offering,
Prospector acquired an interest in Four Winds Mineral Venture, a Louisiana
partnership that held a 66% interest in a Costa Rican oil and gas company, in
exchange for the issuance 11,250,000 shares of common stock.  This acquisition
proved unsuccessful, and thereafter business operations ceased and the company
was dormant from 1983 until 1997, when it actively began seeking a merger or
acquisition candidate, which it accomplished in 1999 when it entered into the
Acquisition Agreement with Peoplesway. As Prospector never left the development
stage and was dormant until 1997, we have redesigned our inception date to be
January 1, 1997.

Charter Amendments

The  following  amendments to the Articles of  Incorporation  have been
effected since we were organized:

     -- Effected a name change from Prospector Energy, Inc. to Peoplesway.Com,
Inc., effective September 13, 1999.

     - Effected a 400 to 1 reverse split of the common stock, effective
September 22, 1999.

     - Increased the authorized capital to 100,000,000 shares, effective
September 22, 1999.

     - Changed domicile from the State of Utah to the State of Nevada on
September 24, 1999.

Copies of the initial Articles of  Incorporation, these amendments and the
Bylaws are attached hereto and  incorporated  herein by reference.

Internet Commerce

     The Internet is a world-wide series of interconnected electronic and/or
computer networks. Individuals and companies have recently recognized that the
technological capabilities of the Internet provide a medium for not only the
promotion and communication of ideas and concepts, but also for the
presentation and sale of information, goods and services. According to
statistics reported by the Computer Industry Almanac, there are projected to
be 110 million Internet users in the United States by the end of 1999, and
nearly 14 million users in Canada by year end.  Of this number, approximately
25% purchase goods and services online, according to a December 1999 study by
Scarborough Research.

     Historically, the Internet has been accessible principally through
personal computers. Recently, several companies have announced "Web TV"
products designed for attachment to television sets for the purpose of
allowing access to the Internet without the need for a personal computer.
Although these products do not permit the full range of functions provided by
personal computers, they do permit many of the features of the Internet to be
viewed on television sets.  Management believes that the new Web TV products
are expected to substantially increase the number of people who will shop
online by accessing the Internet.  Already, online purchases have increased
100% in the past year, according to a November, 1999 study by Yankelovich
Partners, Inc.

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

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

Internet Security

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

Alliance with DRM

     The majority of our goods and services are available through an alliance
with DRM, Inc. and its subsidiaries, RMC Group, Inc. and RMC Group Canada,
Ltd. ("DRM") .  DRM began offering health and beauty products in 1982, and its
sales from inception have exceeded $250,000,000.00 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.

     Magnetherapy products.  Peoplesway sells Magnetherapy, Inc. products,
which include bracelets, shoe insole inserts, and  body patches and wraps,
used  to relieve body stress, aches and pains.  DRM obtains these products
directly from Magnetherapy, Inc.

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

     Flowers.  Peoplesway newest product  is flower displays and arrangements
delivered to your door, through an arrangement with Proflowers.Com, Inc.

     All of our agreements with our vendors are pursuant to oral agreements
and arrangements with our vendors, DRM, and RMC Group, Inc.  While we are
presently negotiating written agreements, none have been finalized.

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 December 1999, after three months of operations, there
are nearly 500 sub Web sites.  Our goal is to have 1,000 sites online by July
2000.

Risk Factors.

     Limited Operating History.

     We have had limited operations since our inception in 1980, and since
becoming Peoplesway in September 1999. We are still in developmental stage.
We posted a net loss of $31,107 our first year of operations as Peoplesway, none
of our operations have proved successful, and there is no assurance that we can
profitably market our present products and services.

     Operating Results.

     We had no revenues and substantial losses for the years ended December
31, 1998 and 1997, and limited  revenues and  limited income for the twelve
months ended December 31, 1999.

Year or Period Ended     Gross              Net Income
                         Revenue                (Loss)

December 31, 1997       -0-                 $( 2,904)
December 31, 1998       -0-                 $(56,518)
December 31, 1999      $280,166             $(31,107)

     The Net Income shown for the period ending December 31, 1999 does not
reflect an entire twelve-month period of operations since the reverse
acquisition, and the Expenses for the period do not reflect expenses that are
typical for a business and that will be typical for us in the future, such as
salaries, office and equipment rent, utilities, etc.  These expenses 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.  Therefore, no assurance can be given that once we incur
such expenses, we will not continue to incur losses or that our  business
operations  will  prove  to  be  profitable.

     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  While formal written agreements are being negotiated with DRM
and other vendors, these do not presently exist.  The loss of this alliance or
a downturn in the business of DRM would have a  material  adverse  effect  on
our  present  and contemplated  business  operations.

     Lack of Dividends.

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

     Limited Market for Common Stock.

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

     Shares Eligible for Future Sales.

     Sales of unrestricted  securities may also have an adverse effect on any
market that may develop in Peoplesway's common stock.  Of the 15,607,328
outstanding  shares  of Peoplesway's  common  stock, 107,328 have satisfied the
two year "holding period"  requirements  of  Rule  144(k), meaning that they can
presently be sold.   In addition, of the 15,607,328 shares, 12,500,000 were
issued on October 18, 1999, and under Rule 144 of the Securities Act of 1933, if
certain conditions are satisfied, a limited number of these shares, up to 1% of
the total issued and outstanding shares approximately 156,000 of these shares up
to 1% of the issued and outstanding shares of the Company, could be sold during
any three month period.  Once these shares enter the market, their sale may have
a depressive effect on the market price of our stock.

     Conflicts of Interest.

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

     Risks Associated with Execution of Growth Strategy.

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

     Internet and Information Systems

     We rely upon the accuracy and proper utilization of our Internet and
information system to provide timely distribution services, manage our sales
and track our customers' purchase and sale information. To manage our growth,
we are continually evaluating the adequacy of our existing systems and
procedures  (including Year 2000 issues) and continue to update and integrate
critical  functions.  We anticipate that we will regularly need to make
capital  expenditures to upgrade and modify our Internet and information
systems,  including software and hardware, as we grow and the needs of our
business changes. There can be no assurance that we will anticipate all of the
demands which our expanding operations will place on our  information system.
The occurrence of a significant system failure or our failure to expand or
successfully implement its systems could have  a material adverse effect on
our operations and financial results.

     Dependence On Technical Employees

     The success of our Internet services business depends in large part upon
our ability to attract  and retain highly skilled technical employees in
competitive labor markets.  There can be no assurance that we will be able to
attract and retain  sufficient numbers of skilled technical employees. The
loss 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 common
place.  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 $3.00 and
$5.00 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 stock to
that  investor. This  procedure  requires  the  broker/dealer  to (i) obtain
from the  investor information concerning his or her financial situation,
investment experience and investment  objectives;  (ii) reasonably
determine,  based on that information, that  transactions  in penny  stocks
are  suitable for the investor and that the investor has sufficient  knowledge
and experience as to be reasonably capable of evaluating  the risks of penny
stock  transactions;  (iii)  provide the investor with a written statement
setting forth the basis on which the broker/dealer made the  determination  in
(ii) above;  and (iv)  receive a signed and dated copy of such statement  from
the investor,  confirming  that it accurately  reflects the investor's
financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors
in Peoplesway's  common  stock to resell  their  shares to third  parties or
to  otherwise dispose of them.

     Year 2000.

     Year 2000 Readiness Disclosure Statements

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

     Peoplesway has assessed its exposure to the Year  2000 problem by
analyzing its existing computer hardware and software systems, as well as
those used by DRM, Inc., RMC Group, Inc. and RMC Canada, Ltd.  In addition, it
has made inquiry to each of its vendors and its Internet Service Provider
("ISP") to determine their readiness for the Year 2000, and we believe that
Peoplesway is Y2K Compliant.  Although we do not believe, based on our
analysis to date, that we will incur any material costs or experience material
disruptions in our  business, related to the Year 2000 problem, there can be
no assurances that Peoplesway or our third parties, customers or suppliers
will successfully become  Year 2000 compliant on a timely basis and thus will
not experience serious  unanticipated negative consequences or material costs.
Undetected errors or  defects in the technology used for our systems, which
include hardware  and software, and defects in the systems of our third
parties, could  cause these consequences. The most likely worst case scenario
would include  hardware failure, software failure resulting in an inability to
receive or fill orders from customers or shipments from suppliers or to bill
customers and  pay suppliers, and failure of infrastructure services provided
by third parties  (such as phone systems and building security systems).

     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 quoted on the OTC Bulletin  Board of the National
Association  of Securities  Dealers,  Inc. (the "NASD") under the symbol
"PLWY."   Effective  January  4,  1999,  the  NASD  adopted  rules  and
regulations  requiring that prior to any issuer having its securities  quoted
on the OTC Bulletin Board of the NASD that such issuer must be a "reporting
issuer" which is required to file reports  under  Section 13 or 15(d) of the
Securities and  Exchange Act of the 1934,  as amended (the "1934 Act").  We
are not currently a "reporting  issuer," and this Registration  Statement is
being filed to bring us into  compliance  with  these  quotations
provisions.  Under  the "phase-in" schedule of the NASD, we have until March
8, 2000, within which to become a "reporting  issuer," and to satisfy all
comments of the  Securities and Exchange Commission  respecting this
Registration  Statement.  This Registration Statement will not become
effective for 60 days from the date of its filing, and it is unknown whether
we will timely satisfy these quotation  requirements of the NASD, as it is
unknown whether we will have satisfied any and all comments from the
Securities and Exchange Commission. Therefore, OTC Bulletin Board quotations
of our common stock may cease on March 8, 2000, and we would be required to
make application to have our  common stock quoted in the "Pink Sheets" of the
National Quotations Bureau, LLC ("NQB"). This result would further impede the
development of an  "established  trading market" in our common stock, because
the "Pink Sheets"  market is not as accepted by most brokers/dealers  in
securities as the OTC Bulletin  Board,  and a  broker/dealer must subscribe to
the NQB's service. We would, as soon as practicable  following the
satisfaction of all necessary  requirements of the NASD and SEC, file for
quotations on the OTC Bulletin Board; however, no assurance can be given that
the NASD would allow the quotations of our common stock to be reinstated.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion and analysis of financial condition and results
of  operations contain some forward-looking statements. Forward-looking
statements give Peoplesway's and management's current expectations or
forecasts  of future events. The reader can identify these statements by the
fact that  they do not relate strictly to historical or current facts. They
use words  such as "anticipate," "estimate," "expect," "project," "intend,"
"plan,"  "believe," and other words and terms of similar meaning in connection
with  any discussion of future operating or financial performance. In
particular,  these include statements relating to  anticipated operating
results for the  full year ended December 31, 2000, and anticipated cash flow,
and to future actions, future performance or results of current and
anticipated sales and  marketing efforts, expenses, the outcome of
contingencies such as legal  proceedings, and other financial results. From
time to time, we may provide oral or written forward-looking statements in
other materials released to the public.

     We do not undertake any obligation to publicly  update any
forward-looking statements, whether as a result of new information,  future
events or otherwise. The reader is advised, however, to consult any  further
disclosures made on related subjects in future SEC filings. Also note  that
there is a cautionary discussion of risks, uncertainties and possibly
inaccurate assumptions relevant to our business under this section.  These are
factors that could cause actual results to differ materially from  expected
and historical results. Other factors besides those listed could  also
adversely affect Peoplesway.

Results of Operations

 Financial Reports

     The report of Peoplesway's  independent auditors for the year ended
December  31, 1998 included a footnote that there is a substantial doubt about
our ability to continue as a going concern unless it can find an acquisition
candidate or obtain capital. Until August 1999, Peoplesway did not have sales or
revenues for over ten years, and our audited financial statements for the years
ended December 31, 1998 and 1997 show no activity, other than the issuance of a
convertible debenture in June 1997  to compensate our prior president for time,
effort and funds expended to locate a merger candidate, and thus have limited
value to predict our future success

     Our most recent unaudited  financial statements for the period ending
December 31, 1999 are likewise of limited value to predict our future success.
Total revenues for that period were $280,166, on sales of $387,709.
Cost of sales for that period, including cost, commissions, discounts, and
freight, were $165,486.   Expenses for the period, including furniture and
equipment rental, rent, maintenance, utilities and legal expenses amounted to
$145,787, for a total net loss for the period of $(31,107).  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.  No salaries were paid during this period, which are expected to be
in excess of $10,000.00 per month by the end of our fourth quarter, March 31,
2000.

 The financial statements referenced are made part of this filing.

 Vendor Sales

     The majority of our revenues come from product and service sales on our
Web site.  We collect full payment for all products ordered, regardless of
vendor, and realize our gross profit from sales based upon the margin agreements
we have with each of our vendors.  Each of our vendors delivers the product or
service directly to our customers.  Presently, our vendors are DRM, Inc. and its
subsidiaries, RMC Group, Inc. and RMC Group Canada, Ltd., which offer
approximately 50 health and beauty products, as well as silver and gold jewelry;
Magnetherapy, Inc., which offers magnetherapy products designed to relieve body
stress, aches and pains; and ProFlowers.com, Inc., which offers flowers and
floral arrangements.  All of our agreements with our vendors are pursuant to
oral agreements  and arrangements with our vendors, DRM, and RMC Group, Inc.
While we are presently negotiating written agreements, none have been finalized.
We will continue to focus on a distribution method whereby Peoplesway does not
retain an inventory of product, but uses vendors to drop ship their product or
install their service. As we add additional vendors and customers, we hope to
increase our sales and profit margins, through our added purchasing power.

 Commission from Sales

 Our independent contractors are paid commissions from products sold
to customers by: their Peoplesway Internet web site; calling 1-800 customer
lines; facsimile; and by mail.  There are six sales achievement levels available
to all independent contractors: Business Distributor, Master Distributor,
Director, Senior Executive Director, Diamond Senior Executive Director, and
International Diamond Senior Executive Director.  Each achievement level is paid
a percentage of each sale to customers.  Business Distributors earn up to 35% on
all customer orders.  All other levels earn up to 50% on all customer orders.
The achievement level of each independent contractor is established by sales
volume of that independent contractor and the sales volume in that independent
contractor's Multi-eNetwork.

 Each achievement level that an independent contractor reaches also
pays an additional percentage of 3% to 6% on sales of other independent
contractors that are in their Multi-eNetwork.  The Multi-eNetwork is created
through sponsorship, by existing independent contractors, of additional
independent contractors who establish a Peoplesway web site and market their
products through that web site.  Using this commission model, Business
Distributors may earn up to an additional 3%, Master Distributors, Directors and
Senior Executive Directors up to an additional 5%, and Diamond Senior Executive
Directors and International Diamond Senior Executive Directors may earn up to
6%.  These additional commissions do not reduce the sales commissions paid to
the selling independent contractor.

 All commissions will be expensed at the time the sale occurs.
Commissions on Peoplesway sales will be paid and invoiced by the appropriate DRM
subsidiary.

 Focus on Sales Through E-Commerce

     Our independent contractors are paid by a compensation program written so
that when a customer purchases a Peoplesway product or service through an
independent contractor, a percentage of sales is paid to that independent
contractor, and also to a given number of independent contractors who are
responsible for introducing and training that independent contractor and
others regarding Peoplesway's business.  Peoplesway focuses its efforts on
sales and service to the end customer.  If a customer desires to become an
independent contractor and assist in selling Peoplesway products and services,
he or she can, but there is no pressure or preconceived plan to do so.
Peoplesway will continue to refine this business model and educate its
independent contracts and customers as to our emphasis on sales of quality
products and services to our quality customers.

 Web Site Hosting

 In addition to our product and service sales, Peoplesway provides
sub-Web sites at a cost of $19.95 per month.  We currently have almost 500
website owners, all of which have been added in the past four months.  We plan
on expanding this number by July 2000 to over 1,000 website owners.  During
2000, we plan on expanding our hosting fee offerings to include more advanced
hosting services including technology updates, periodic design updates and
data gathering services, and which will allow us to charge higher fees for
more premium services.


 Expansion

     We plan to expand our position as an Internet commerce destination where
businesses and consumers from around the globe can purchase goods, services
and information. To achieve this goal, Peoplesway will focus on acquiring new
merchants and product lines, and increasing its shopper and customer base.
Product lines expected to added in the near future include household products,
additional nutritional and beauty products, clothing, lingerie, gift items,
and other products.

     The customer base of DRM has steadily increased since inception, growing
to over 14,000 active members and customers.  Peoplesway expects this number
to increase to between 16,000 and 20,000 by the end of the year 2000, as a
result of the marketing, advertising and business model provided by Peoplesway
and its Web sites.

     Peoplesway believes that acquisitions are an excellent  method of
increasing presence in existing markets, expanding into new geographic
markets, adding  experienced service personnel, gaining new product offerings
and services,  obtaining more competitive pricing as a result of increased
purchasing volumes  of particular products and improving operating
efficiencies through economies  of scale.

 Acquisitions

 In recent years, there has been consolidation among providers of
Internet retail products and services and we believe that this  consolidation
will continue, which, in turn, may present additional  opportunities for us to
grow through acquisitions.  Although Peoplesway continually  seeks to identify
and evaluate potential acquisition candidates, no significant acquisitions are
probable or expected at this time.

     Additional Capital Not Expected Short Term

     As a result of the alliance between Peoplesway and DRM and its
subsidiaries, and the shared use of facilities, equipment and employees,
management believes that additional capital will not be needed over the next
12 months, during which time we will focus our efforts on expanding sales
through our Web site.  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.  However, although we do
not expect a need for capital within the next 12 months, we will be limited in
our ability to expand sales and operations without additional capital.  In
addition, if the alliance between Peoplesway and DRM and its subsidiaries ends,
it is likely that we cannot continue as a going concern.

ITEM 3.  DESCRIPTION OF PROPERTIES

     Peoplesway maintains offices at  2969 Interstate Street, Charlotte, North
Carolina. We share 1,900 square feet of office space and 2,600 square feet of
warehouse space with RMC Group, Inc., to whom we pay $1,850.00 per month as a
subtenant for one-third of the total space and utilities.  There is no formal
sublease agreement between the parties, but the parties are presently
negotiating such an agreement  RMC Group, Inc. allows us to use its office
equipment, including computers and related hardware.  The primary system is an
HP 9000 computer network operating on a Unix system.  Currently RMC Group,
Inc. leases this equipment and outsources the hosting of its Web sites with
IMC Worldwide, Inc.  There is no formal  agreement between Peoplesway and RMC
Group, Inc.  for the shared use of this system, but the parties are presently
negotiating such an agreement.   We believe that we currently have sufficient
space and computer systems to carry on our operations for the foreseeable
future.  If we are unable to come to a formal agreement with RMC Group, Inc.,
or if they 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 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following Table sets forth the shares held by those persons who own
more than five percent of Peoplesway's common stock as of December 21, 1999,
based upon 15,607,328 shares outstanding.

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

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

     The following table sets forth the shares held by Peoplesway directors
and officers as of December 21, 1999.

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

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

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

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


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

     There are no present arrangements or pledges of Peoplesway securities
that may operate as a change in control of Peoplesway.

ITEM 5.    SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS

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.

Name                     Age     Position          Date Position Commenced

Donald R. "Pete" Monroe   55     Chairman                   8/99

Matthew M. Monroe         30     President & Director       8/99

Eugene M. Johnston        36     CEO, Secretary/            8/99
                                 Treasurer & Director

Julie B. Jordan           40     Executive Producer         8/99

     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 Corneilus, 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-Now  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 two children and resides with her husband in Mississippi.

Family Relationships

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

Name                     Position            Relationships

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

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

Eugene M. Johnston       CEO, Secretary/   Nephew of Donald R."Pete" Monroe;
                         Treasurer         Cousin of Matthew M. Monroe
                       & Director

Involvement in Legal Proceedings

     None of our directors, officers, promoters, or control persons have been
involved in legal proceedings in the past five years that are material to an
evaluation of their ability or integrity to represent Peoplesway.

ITEM 6.   EXECUTIVE COMPENSATION
     None of our directors or officers have received any compensation from
Peoplesway, including salary, stock, stock options, or otherwise, and no
compensation is accruing.  There are no arrangements or agreements for
employment, compensation, or change in control that exist with the Peoplesway
for either our officers or directors.  Our officers and directors are
presently compensated by DRM and/or RMC Group, Inc., at the same levels at
which they were compensated prior to the formation of Peoplesway, and it is
anticipated that this arrangement will continue for the foreseeable future.
Presently, our only paid employee is Julie B. Jordan, Executive Producer, who
receives a salary of $40,000 per year.  All other individuals who provide
services for Peoplesway are either additional employees of DRM and/or RMC
Group, Inc., which are paid directly by those companies, or Peoplesway's
independent contractors, and it is anticipated that this arrangement will
continue for the foreseeable future.

ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

Oral 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 not been reduced to a formal
written agreement, but is based upon oral agreements 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.   While Peoplesway is presently negotiating
written agreements with DRM and directly with other vendors, none have been
finalized.

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

ITEM 8.   DESCRIPTION OF SECURITIES

Common Stock.

     Peoplesway has one class of securities  authorized,  consisting of
100,000,000 shares of $0.001 par value  common  voting  stock.  The holders of
Peoplesway's  common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting  of  stockholders.  The shares of common
stock do not carry  cumulative voting rights in the election of directors.

     Stockholders  of Peoplesway have no pre-emptive  rights to acquire
additional shares of common stock or other  securities.  The common stock is
not subject to redemption rights and carries no subscription or conversion
rights.  All shares of the common stock now outstanding are fully paid and
non-assessable.
     There are no outstanding options, warrants or calls.

No Provisions Limiting Change of Control

     There is no provision in Peoplesway's  Articles of  Incorporation  or
Bylaws that would delay, defer, or prevent a change in control of Peoplesway.

PART II

ITEM 1.   MARKET PRICE OF AND DIVIDENDS ON PEOPLESWAY'S EQUITY AND OTHER
STOCKHOLDER MATTERS

Market Information.

     Quotations of Peoplesway's common stock  can be found on the OTC Bulletin
Board of the National  Association of Securities  Dealers,  Inc. (the
"NASD").  Before October 20, 1999, there had not been an established trading
market for the stock for over ten years.  There is no assurance  that any
current  market for our common stock can be  maintained.   Effective  January
4,  1999,  the  NASD  adopted  rules  and  regulations requiring  that prior
to any  issuer  having  its  securities  quoted on the OTC Bulletin  Board of
the NASD that such issuer must be a "reporting  issuer" which is required to
file reports under Section 13 or 15(d) of the Securities Exchange Act of
1934.  Under  the "phase-in" schedule of the NASD, we have until March 23,
2000, within which to become a "reporting  issuer," and to satisfy all
comments of the  Securities and Exchange Commission  respecting this
Registration  Statement.  This Registration Statement will not become
effective for 60 days from the date of its filing, and it is unknown whether
we will timely satisfy these quotation  requirements of the NASD, as it is
unknown whether we will have satisfied any and all comments from the
Securities and Exchange Commission. Therefore, OTC Bulletin Board quotations
of our common stock may cease on March 23, 2000, and we would be required to
make application to have our  common stock quoted in the "Pink Sheets" of the
National Quotations Bureau, LLC ("NQB"). This result would further impede the
development of an  "established  trading market" in our common stock, because
the "Pink Sheets"  market is not as accepted by most brokers/dealers  in
securities as the OTC Bulletin  Board,  and a  broker/dealer must subscribe to
the NQB's service. We would, as soon as practicable  following the
satisfaction of all necessary  requirements of the NASD and SEC, file for
quotations on the OTC Bulletin Board; however, no assurance can be given that
the NASD would allow the quotations of our common stock to be reinstated.

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

     STOCK QUOTATIONS*

      CLOSING BID

Period:                 High        Low

1/1/98 to 12/31/98     $0.0       $0.0
1/1/99 to 3/31/99      $0.10      $0.10
4/1/99 to 6/30/99      $0.10      $0.10
7/1/99 to 9/30/99      $0.10      $0.10
10/1/99 to 11/30/99    $5.3875    $0.10

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

Holders.

     The number of record holders of Peoplesway's securities as of the date of
this Registration Statement is approximately 249.

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.



Transfer Agent

     Peoplesway's transfer agent is Interwest Transfer Company, Inc., 1981
East Murray-Holladay Road, Salt Lake City, Utah  84117, (801) 272-9294.


ITEM 2.  LEGAL PROCEEDINGS

     Neither Peoplesway nor its property is the subject of any legal
proceeding.

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     Jones, Jensen & Co., Certified Public Accountants located in Salt Lake
City, Utah, audited the financial statements of Peoplesway, fka Prospector
Energy, Inc., for the years ended December 31, 1997 and 1998.  Pursuant to a
resolution of the Board of Directors of Peoplesway, dated February 24, 2000,
Jones, Jensen & Co. was dismissed as the Company's principal independent
accountant.

     Michael J. Bongiovanni, C.P.A., P.A., Certified Public Accountant located
in Charlotte, North Carolina, audited the financial statements of Peoplesway for
the period ended August 31, 1999, and has been engaged by Peoplesway as our
principal independent accountant.  Mr. Bongiovanni was named principal auditor
on February 24, 2000 pursuant to a resolution of the Board of Directors of
Peoplesway.

     There were no disagreements between the Company and Jones, Jensen & Co.,
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing, scope or procedure which,
if not resolved, would have caused them to make reference to the subject matter
of the disagreement in connection with their reports.  The reason for the change
in accountants was the close proximity of Mr. Bongiovanni to the Company, and
the history of the management of Peoplesway with Mr. Bongiovanni.

     The Reports of Jones, Jensen & Co. for the years 1997 and 1998 did not
contain any adverse opinions or disclaimers of opinion and were not modified as
to uncertainty, audit scope or accounting principles, other than the
modification for going concern contained in both audits.

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES.

     The following securities of Peoplesway were sold by us within the past
three years without registration.


      Common Stock

      ------------

Name                          Date                   Number of Shares
                              Acquired               Aggregate Consideration
Donald Bowles                 June 1997                  3,000,000 (1)
Donald R. "Pete" Monroe       September 1999            12,500,000 (2)

*  Please refer to the below information for details on aggregate
consideration

(1) In June 1997,  Peoplesway, then known as Prospector Energy, Inc., issued a
$50,000 convertible debenture to its then president, Donald Bowles, for services
performed by him for the Company prior to June 1997.  Mr. Bowles subsequently
resigned from the Company, after which he assigned the debenture to Geotech
Management Resources, Ltd., a company unaffiliated with Peoplesway.  The
debenture was then converted on October 18, 1999 to 3,000,000 shares of common
stock of the Company, which were issued to thirteen individuals/entities, from
25,000 to 750,000 shares each, pursuant to a 144(k) legal opinion.  Subsequent
to the issuance of these shares and review of the transaction by the Securities
and Exchange Commission, it is the position of the SEC, as expressed in the no
action letter to Ken Worm, dated January 21, 2000, that these individuals and
entities are underwriters and that their shares cannot be sold without a
registration statement under the Securities Act.  The shareholders to whom these
shares were issued on October 18, 1999, are identified as follows:

Shareholder                        Shares

Kelly Adams                        300,000
1026 East 1st Ave.
Salt Lake City, Utah 84103

Nathan E. Alberty                  200,000
21037 Norman Shores Dr.
Cornelius, NC 28031

Alliance Leasing                    30,000
4685 South Highland Drive #202
Salt Lake City, UT 84117

Peter Falvo                        300,000
7736 Avondale
Salt Lake City, Utah 84121

Patricia Holly Hanzel              150,000
2609 Richelleu Ave., SW
Roanoke, VA 24014

John B. Hanzel                150,000
3376 Londonderry Ln., SW
Roanoke, VA 24018

John F. Hanzel, P.A.               500,000
19425-G Liverpool Parkway
Cornelius, NC 28031

John F. Hanzel, P.A.               150,000
19425-G Liverpool Parkway
Cornelius, NC 28031

Health & Beauty Holdings, Ltd.     750,000
PO Box 701195
St. Cloud, FL 34770-1195

Nicholas Julian                     70,000
4685 South Highland Drive #202
Salt Lake City, UT 84117

Lake Norman Tax & Business         100,000
Services, Inc.
21037 Norman Shores Dr.
Cornelius, NC 28031

Sam Lincoln                        100,000
339 East 6th Ave. #1212
Salt Lake City, Utah 84103

John Lund                      50,000
Address unknown

Nathan W. Drage, P.C. Escrow       150,000
6975 South Union Park Center #600
Salt Lake City, UT 84047

(2) In September 1999, pursuant to the reverse acquisition transaction and
a stock-for-stock exchange between Prospector Energy, Inc. and Peoplesway.Com,
Inc., Donald R. "Pete" Monroe was issued 12,500,000 shares of common stock of
Peoplesway, which were valued at par value of $.001 per share, for total
consideration of $12,500.00.

     All of the  shares  were  issued  to  directors  or executive  officers
who had access to all material  information  respecting  Peoplesway.  The offers
and sales of all of these securities are believed to have been exempt from the
registration  requirements of Section 5 of the Securities Act of 1933, as
amended,  pursuant  to Section  4(2)  thereof,  and from  similar  applicable
states'  securities laws, rules and regulations exempting the offer and sale of
these securities by available state exemptions from required registration.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  78.751(1) of the Nevada Revised Statutes ("NRS")  authorizes a
Nevada corporation to indemnify any director,  officer,  employee,  or corporate
 agent  "who  was or is a  party  or is  threatened  to be  made a  party  to
any threatened,  pending or completed  action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative,  except an action by or in
the right of the corporation" due to his or her corporate role.  Section
78.751(1) extends this protection "against expenses,  including attorneys'
fees, judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action,  suit or proceeding if
he or she acted in good faith and in a manner which he or she  reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or  proceeding,  had no  reasonable
cause to  believe  his or her  conduct  was unlawful."

     Section  78.751(2)  of the  NRS  also  authorizes  indemnification  of
the reasonable  defense or  settlement  expenses of a corporate  director,
officer, employee or agent who is sued, or is threatened  with a suit, by or
in the right of the  corporation.  The party must have been acting in good
faith and with the reasonable  belief that his or her actions were not opposed
to the corporation's best interests.  Unless the court rules that the party is
reasonably entitled to indemnification,  the party  seeking  indemnification
must not have been  found liable to the corporation.

     To the extent that a corporate director,  officer,  employee,  or agent
is successful  on the merits or  otherwise in  defending  any action or
proceeding referred to in Section  78.751(1)  or  78.751(2),  Section
78.751(3) of the NRS requires that he be indemnified  "against expenses,
including  attorneys' fees, actually and reasonably incurred by him or her in
connection with the defense."
     Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and  78.751(2) to situations  in which either (1) the
stockholders,  (2)the majority  of a  disinterested  quorum of  directors,  or
(3)  independent  legal counsel determine that indemnification is proper under
the circumstances.

     Pursuant to Section  78.751(5) of the NRS, the  corporation may advance
an officer's or director's  expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other  rights  under  any  bylaw,   agreement,   stockholder
vote  or  vote  of disinterested   directors.   Section   78.751(6)(b)
extends   the   rights  to indemnification  and  advancement  of  expenses to
former  directors,  officers, employees and agents, as well as their heirs,
executors, and administrators.

     Regardless of whether a director, officer, employee or agent has the
right to indemnity,  Section  78.752 allows the  corporation  to purchase and
maintain insurance on his behalf  against  liability  resulting from his or
her corporate role.

     The articles of incorporation of Peoplesway provide that the corporation
shall indemnify any and all persons who may serve or who have served at any
time as directors  or officers of the corporation, and their respective heirs,
administrators, successors and assigns, against any and all expenses,
including amounts paid upon judgments, counsel fees, and amounts paid in
settlement before or after suit is commenced, in connection with any claim,
action, suit or proceeding in which they are made parties, except in relation
to matters as to which any such officer or director shall be judged in any
action, suit or proceeding to be liable for his own negligence or misconduct
in the performance of his duty.

PART F/S

     Index to Financial Statements

     Audited Financial Statements of Peoplesway.Com, Inc. for the period ended
August 31, 1999.

     Independent Auditors' Report.
     Balance Sheet.
     Statement of Operations.
     Statement of Stockholders' Equity.
     Statement of Cash Flows.
     Notes to Financial Statements.

     Audited Financial Statements of Prospector Energy, Inc. for the years
ended December 31, 1998 and December 31, 1997

     Independent Auditors' Report.
     Balance Sheet.
     Statements of Operations.
     Statements of Stockholders' Equity.
     Statements of Cash Flows.
     Notes to the Financial Statements.


     Unaudited Consolidated Financial Statements of Peoplesway.Com, Inc. for the
period ended December 31, 1999.

     Balance Sheet.
     Income Statement.
     Statement of Cash Flows.

     Unaudited Financial Statements of Prospector Energy, Inc. for the period
ended August 31, 1999.

     Balance Sheet.
     Income Statement.
     Statement of Stockholders' Equity.
     Statement of Cash Flows.




                           -----------------
                       AUDITED FINANCIAL STATEMENTS

                           Peoplesway.com, Inc.

                             August 31, 1999

                            ----------------


                               CONTENTS
            ====================================================
            INDEPENDENT AUDITOR'S REPORT                      1

            BALANCE SHEET
            ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY     2

            STATEMENT OF OPERATIONS                           3

            STATEMENT OF STOCKHOLDERS' EQUITY                 4

            STATEMENT OF CASH FLOWS                           5

            NOTES TO FINANCIAL STATEMENTS                     6-7
            =====================================================

To the Board of Directors

Peoplesway.com, Inc.
2969 Interstate Street
Charlotte, NC 28208

   We have audited the accompanying balance sheet of Peoplesway.com, Inc. (a
development stage company) as of August 31, 1999 and the related statements of
operations, stockholders' equity, and cash flows for the period from August
25, 1999 (date of inception) through August 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Peoplesway.com, Inc. as of
August 31, 1999, and the results of its operations and its cash flows for the
period from August 25, 1999 (date of inception) through August 31, 1999 in
conformity with generally accepted accounting principles.

   The accompanying financial statements have been prepared assuming that the
Company will operate as a going concern. As discussed in Note C to the financial
statements, the Company has suffered recurring losses from operations and has
not generated revenues. 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/ Michael J Bongiovanni, CPA
Michael J. Bongiovanni, C.P.A.
Charlotte, North Carolina

September 13, 1999

<TABLE>
                             BALANCE SHEET
                          Peoplesway.com, Inc.
                    (A Development Stage Company)
                             August 31, 1999


<CAPTION>
                    ASSETS
<S>                                             <C>
CURRENT ASSETS
    Cash and Cash Equivalents                    $ 1,000
                                                  ------
           TOTAL CURRENT ASSETS                    1,000
                                                  ------
                 TOTAL ASSETS                    $ 1,000
                                                  ======

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts Payable - Trade                     $ 1,000
                                                  ------
           TOTAL CURRENT LIABILITIES               1,000
                                                  ------
LONG-TERM DEBT

STOCKHOLDERS' EQUITY
    Common Stock (no par value, 1,000,000
      shares authorized; 1,000 issued and
      outstanding at August 31, 1999                 -
    Additional Paid in Capital                     1,000
    Retained Deficit                              (1,000)
                                                  ------
          TOTAL STOCKHOLDERS' EQUITY                 -
                                                  ------
                 TOTAL LIABILITIES AND
                 STOCKHOLDERS' EQUITY            $ 1,000
                                                  ======

</TABLE>
See notes to audited financial statements and auditor's report.



<TABLE>

                          STATEMENT OF OPERATIONS
                             Peoplesway.com, Inc.
                         (A Development Stage Company)
            For the Period from August 25, 1999 (date of inception)
                          through August 31, 1999

<CAPTION>

<S>                                              <C>
          REVENUE

            Net Sales                            $     -
                                                   ------
                 GROSS PROFIT                          -

          OPERATING EXPENSES

            Professional Fees                    $  1,000
                                                  -------
                 TOTAL EXPENSES                     1,000
                                                  -------
                    NET LOSS                     $ (1,000)

                    Retained Earnings,
                     Beginning of Period               -
                                                  -------
                    Retained Deficit,
                     End of Period               $ (1,000)
                                                  =======


</TABLE>

See notes to audited financial statements and auditor's report.
<TABLE>

                      STATEMENT OF STOCKHOLDERS' EQUITY
                            Peoplesway.com, Inc.
                        (A Development Stage Company)
            For the Period from August 25, 1999 (date of inception)
                          through August 31, 1999


<CAPTION>

                                Common     Common    Additional
                                Shares     Stock      Paid-in      Retained
                                (000's)      $        Capital      Deficit
                                ------     ------    ----------    ---------
<S>                            <C>        <C>        <C>           <C>
Balances, August 25, 1999          -       $ -0-      $   -0-       $  -0-

Initial Capital Contribution       1          -         1,000           -

Net loss for period                -          -            -         (1,000)
                                ------     ------    ----------    ---------
Balances, August 31, 1999          1       $  -       $ 1,000       $(1,000)
                                ======     ======    ==========    =========



</TABLE>

See notes to audited financial statements and auditor's report.
<TABLE>

                          STATEMENT OF CASH FLOWS
                            Peoplesway.com, Inc.
                        (A Development Stage Company)
            For the Period from August 25, 1999 (date of inception)
                          through August 31, 1999




<CAPTION>

<S>                                               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Loss                                        $ (1,000)
      Adjustments to reconcile net loss
      To net cash used in operating activities:
         Accounts payable - trade                    1,000
                                                    -------
            NET CASH USED IN
            OPERATING ACTIVITIES                       -

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from initial capital contribution   $  1,000
                                                    -------
            NET CASH PROVIDED BY
            FINANCING ACTIVITIES                     1,000
                                                    -------
            NET INCREASE IN CASH
            AND CASH EQUIVALENTS                  $  1,000
                                                    -------
     Cash and cash equivalents,
     beginning of period                          $     -
                                                    -------
            CASH AND CASH EQUIVALENTS,
            END OF PERIOD                         $  1,000
                                                    =======



</TABLE>

See notes to audited financial statements and auditor's report.



                       NOTES TO FINANCIAL STATEMENTS
                            Peoplesway.com, Inc.
                        (A Development Stage Company)
            For the Period from August 25, 1999 (date of inception)
                          through August 31, 1999



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity - Peoplesway.com, Inc. (The Company) was organized under the
laws of the State of North Carolina on August 25, 1999. The Company is a
development stage company and has not yet commenced operations.

Peoplesway.com, Inc. plans to provide an E-commerce Internet web site for sale
of hundreds of its products to customers across the world.

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

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

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

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

Revenue Recognition - Revenue is recognized when the products are shipped.
Internet related services revenue (i.e., web site hosting) is recorded when
earned.

Web Site Research and Development - Costs incurred in the development,
classification, organization of web site listings, and web site enhancements
are charged to expense as incurred.

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

NOTE B - RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

NOTE C - GOING CONCERN

As shown in the accompanying financial statements, the Company has suffered
recurring losses from operations and has not generated revenues to date. This
raises substantial doubt as to the Company's ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on generating sales and obtaining capital. Management has enacted a plan of
seeking out merger candidates and obtaining capital that may add value to the
Company and its stockholders.

NOTE D - SUBSEQUENT EVENT

Subsequent to August 31, 1999, the Company changed its year-end to a March 31
fiscal year-end.
                         PROSPECTOR ENERGY, INC.
                     (A Development Stage Company)

                          FINANCIAL STATEMENTS

                      December 31, 1998 and 1997


                               CONTENTS

          Independent Auditors' Report                                    3
          Balance Sheet                                                   4
          Statements of Operations                                        5
          Statements of Stockholders' Equity (Deficit)                    6
          Statements of Cash Flows                                        7
          Notes to the Financial Statements                               8


                      INDEPENDENT AUDITOR'S REPORT

Board of Directors
Prospector Energy, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Prospector Energy, Inc. (a
development stage company) as of December 31, 1998 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years
ended December 31, 1998 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
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 my 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 Prospector Energy, Inc. (a
development stage company) as of December 31, 1998 and the results of its
operations and its cash flows for the years ended December 31, 1998 and 1997,
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
established source of revenues. These conditions raise substantial doubt about
its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ Jones Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
August 6, 1999
<TABLE>


                        PROSPECTOR ENERGY, INC.
                    (A Development Stage Company)
                            BALANCE SHEET


<CAPTION>
                           ASSETS
                                               December 31
                                                   1998
<S>                                            <C>
CURRENT ASSETS:
     Cash                                       $      -
                                                  -------
         Total Current Assets                          -
                                                  -------
TOTAL ASSETS                                    $      -
                                                  =======


             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable debenture                 $   1,518
     Convertible bond - related party (Note 3)     50,000
     Accrued interest payable - related party       7,904
                                                  -------
         Total Current Liabilities                 59,422

STOCKHOLDERS' EQUITY
    Common stock, 30,000,000 shares
     authorized at $0.01 par value;
     30,000,000 shares issued and
     outstanding                                  300,000
    Capital in excess of par value                467,500
    Deficit accumulated during the
     development stage                           (826,922)
                                                 --------
         Total Stockholders' Equity (Deficit)     (59,422)
                                                 --------
TOTAL LIABILITIES
     AND STOCKHOLDERS' EQUITY (DEFICIT)         $      -
                                                 ========

</TABLE>
The accompanying notes are an integral part of these financial statements.


<TABLE>


                        PROSPECTOR ENERGY, INC.
                     (A Development Stage Company)
                        Statement of Operations

<CAPTION>
                                                                    From
                                                                 Inception on
                                                                 November 4,
                                                                   1980 to
                                             December 31,        December 31,
                                          1998         1997         1998
                                     ----------     ----------   -----------
<S>                                  <C>            <C>          <C>
REVENUE                                $     -      $     -      $  22,468
                                        ------       ------        -------

EXPENSES                                56,518        2,904        849,390
                                        ------       ------        -------
NET LOSS                             $ (56,518)     $(2,904)     $(826,922)
                                        ======       ======       ========
NET LOSS PER SHARE                   $   (0.00)     $ (0.00)
                                        ======       ======
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING              30,000,000   30,000,000
                                    ==========   ==========


</TABLE>

The accompanying notes are an integral part of these financial statements.

<TABLE>


                         PROSPECTOR ENERGY, INC.
                     (A Development Stage Company)

<CAPTION>                                                           Deficit
                                                                  Accumulated
                                                      Capital in    During the
                                   Common Stock       Excess of   Development
                                 Shares      Amount   Par Value      Stage
                                --------    --------  ----------  -----------
<S>                            <C>         <C>        <C>         <C>
Inception on November 4, 1980       -       $   -      $    -      $     -

Issuance of common stock
at $0.04 per share            18,750,000     187,500    467,500          -

Net loss from inception on
November 4, 1980 through
December 31, 1994                   -           -           -       (655,000)
                              ----------    --------  ----------   ----------
Balance, December 31, 1994    18,750,000     187,500    467,500     (655,000)

Net loss for the year ended
December 31, 1995                   -           -           -            -
                              ----------    --------  ----------   ----------
Balance, December 31, 1995    18,750,000     187,500    467,500     (655,000)

Issuance of common stock
at $0.01 per share            11,250,000     112,500        -            -

Net loss for the year ended
December 31, 1996                   -           -           -       (112,500)
                              ----------    --------  ----------   ----------
Balance, December 31, 1996    30,000,000     300,000    467,500     (767,500)

Net loss for the year ended
December 31, 1997                   -           -           -         (2,904)
                              ----------    --------  ----------   ----------
Balance, December 31, 1997    30,000,000     300,000    467,500     (770,404)

Net loss for the year ended
December 31, 1998                   -           -           -        (56,518)
                              ----------    --------  ----------   ----------
Balance, December 31, 1998    30,000,000     300,000    467,500     (826,922)
                              ==========    ========  ==========   ==========


</TABLE>

The accompanying notes are an integral part of these financial statements.

<TABLE>

                       PROSPECTOR ENERGY, INC.
                    (A Development Stage Company)
                      Statements of Cash Flows

<CAPTION>
                                                                     From
                                                                 Inception on
                                                                 November 4,
                                                                   1980 to
                                             December 31,        December 31,
                                          1998          1997         1998
                                       ----------    ----------  -----------
<S>                                   <C>            <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                            $  (56,518)    $  (2,904)  $ (826,922)
  Stock issued for services                  -             -        112,500
  Change in operating assets and
  liability accounts:
    Increase in convertible
      debenture payable                   50,000           -         50,000
    Increase in accrued
      interest payable                     5,000         2,904        7,904
    Increase in accounts payable           1,518           -          1,518
                                         -------        -------    ---------
      Net Cash Used by
       Operating Activities                  -             -       (655,000)
                                         -------        -------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES         -             -            -
                                         -------        -------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Common stock issued for cash                -             -        655,000
                                         -------        -------    ---------
     Net Cash Provided by
      Financing Activities                   -             -        655,000
                                         -------        -------    ---------
INCREASE (DECREASE) IN CASH                  -             -            -

CASH AT BEGINNING PERIOD                     -             -            -
                                         -------        -------    ---------
CASH AT END OF PERIOD                    $   -          $  -       $    -
                                         =======        =======    =========
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:
  Interest                               $   -          $  -       $    -
  Income taxes                           $   -          $  -       $    -

</TABLE>

The accompanying notes are an integral part of these financial statements.
                           PROSPECTOR ENERGY, INC.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                         December 31, 1998 and 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The financial statements presented are those of Prospector Energy, Inc. (a
development stage company) (the Company). The Company was incorporated in the
State of Utah on November 4, 1980 for the purpose of purchasing, owning,
holding, selling, disposing of and otherwise dealing in the oil and gas
business and other natural resources. The Company attempted to deal in the oil
and gas business, but no operations commenced and this effort was abandoned.
Thereafter business operations ceased and the company was dormant from 1983
until 1997, when it actively began searching for and evaluating potential
business acquisitions and combinations, 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, the Company's inception date
has beeb redesigned to be January 1, 1997.

b. Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.  The Company has elected a December 31 year end.

c. Net Loss Per Share

The computation of net loss per share of common stock is based on the weighted
average number of shares outstanding during the period.

d. Cash Equivalents

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

e. Provision for Taxes

No provision for federal income taxes have been recorded due to net operating
losses.  The Company accounts for income taxes pursuant to FASB Statement No.
109.  The Internal Revenue Code contains provisions which may limit the loss
carryforwards available should certain events occur, including significant
changes in stockholder ownership interests.  Accordingly, the tax benefit of
the loss carryovers is offset by a valuation allowance of the same amount.
The loss carryforwards of approximately $56,000 will expire by the year 2013.

f. Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.
NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company.  Currently, certain stockholders have committed to covering all
operating and other costs until sufficient revenues are generated through a
merger.

NOTE 3 - CONVERTIBLE DEBENTURE PAYABLE - RELATED PARTY

The Company has issued a $50,000 debenture to its president for services
performed on its behalf.  Interest is imputed at 10% per annum from June 1,
1997.  The terms of the conversion are to be determined at a later date.  The
debenture is unsecured and due upon demand.


<TABLE>

                           Peoplesway.Com, Inc.
                        Consolidated Balance Sheet
                           December 31, 1999
                              (Unaudited)

<CAPTION>

                                ASSETS
<S>                                         <C>
Current Assets
 Cash - Peoplesway.Com - Lincoln            $(1,095)
                                             ------
   Total Current Assets                      (1,095)

                                             ------
     Total Assets                           $(1,095)
                                             ======

                       LIABILITIES AND CAPITAL

Current Liabilities
 Accounts Payable                           $13,984
 Related Party Notes Payable                 15,028
                                             ------
   Total Current Liabilities                 29,012
                                             ------
     Total Liabilities                       29,012

Shareholders' Equity
 Common stock, 100,000,000 shares
   authorized at $00.01 par value;
   15,607,328 shares issued and
   outstanding                               15,607
 Additional Paid in Capital                   1,000
 Deficit accumulated during the
   development stage                        (15,607)
 Current Year Retained Earnings (Loss)      (31,107)
                                            -------
   Total Shareholders' Equity               (30,107)
                                            -------
     Total Liabilities & Equity             $(1,095)
                                            =======



</TABLE>

<TABLE>
                          Peoplesway.Com, Inc.
                      Consolidated Income Statement
             For the Twelve Months Ended December 31, 1999
                             (Unaudited)



<CAPTION>
                                         Current
                                          Period
<S>                                     <C>
     Revenues
       Product & Business Aids Retail    $358,544
       Less: Distributor Discounts       (107,563)
       Other Related Sales                 29,165
       Other Income                            20
                                          -------
     Total Revenues                       280,166
                                          -------
     Cost of Sales
       Product Cost                        21,561
       Commissions                        132,127
       Freight                             11,799

                                          -------
     Total Cost of Sales                  165,486
                                          -------
     Gross Profit                         114,680
                                          -------
     Expenses
       Salary & Related Expenses           60,623
       Selling Expenses                    13,108
       Administrative Expenses             72,056
                                          -------
     Total Expenses                       145,787
                                          -------
     Net Income (Loss)                   $(31,107)
                                          =======


</TABLE>

<TABLE>


                          Peoplesway.Com, Inc.
                  Consolidated Shareholders' Equity
                             (Unaudited)
<CAPTION>                                                           Deficit
                                                                  Accumulated
                                                      Additional   During the
                                   Common Stock        Paid in    Development
                                 Shares      Amount    Capital       Stage
                                --------    --------  ----------  -----------
<S>                            <C>         <C>        <C>         <C>
Inception on November 4, 1980       -       $   -      $    -      $     -

Issuance of common stock
at $0.04 per share               46,875          47     767,425          -

Net loss from inception on
November 4, 1980 through
December 31, 1994                   -           -           -       (655,000)
                              ----------    --------  ----------   ----------
Balance, December 31, 1994       46,875          47     767,425     (655,000)

Net loss for the year ended
December 31, 1995                   -           -           -            -
                              ----------    --------  ----------   ----------
Balance, December 31, 1995       46,875          47     767,425     (655,000)

Issuance of common stock
at $0.01 per share               28,125          28         -            -

Net loss for the year ended
December 31, 1996                   -           -           -       (112,500)
                              ----------    --------  ----------   ----------
Balance, December 31, 1996       75,000          75     767,425     (767,500)

Net loss for the year ended
December 31, 1997                   -           -           -         (2,904)
                              ----------    --------  ----------   ----------
Balance, December 31, 1997       75,000          75     767,425     (770,404)

Net loss for the year ended
December 31, 1998                   -           -           -        (56,518)
                              ----------    --------  ----------   ----------
Balance, December 31, 1998       75,000          75     767,425     (826,922)

Common stock issued in
 relation to reverse stock
 split                           32,328          32         (32)        -

Conversion of debenture with
 interest to common stock
October 18, 1999               3,000,000       3,000     56,422

Issuance of stock for
acquisition                   12,500,000      12,500   (822,815)     811,315

Net loss for the period ended
December 31, 1999                                                    (31,107)
                              ----------    --------  ----------   ----------
Balance, December 31, 1999    15,607,328    $ 15,607   $  1,000    $ (46,714)
                              ==========    ========  ==========   ==========
</TABLE>

<TABLE>

                        Peoplesway.Com, Inc.
               Consolidated Statements of Cash Flows
                            (Unaudited)
<CAPTION>

                                      December 31,
                                          1999
                                       ----------
<S>                                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                            $  (31,107)

  Change in operating assets and
  liability accounts:
    Increase in accounts payable          13,984
    Increase in A/P RMC Group             19,026
    Increase in A/R RMC Group Canada      (7,998)
    Increase in A/P Inet Worldwide        15,500
    Increase in A/R DRM                  (11,500)
                                         -------
      Net Cash Used by
       Operating Activities               (2,095)
                                         -------
CASH FLOWS FROM INVESTING ACTIVITIES         -
                                         -------
CASH FLOWS FROM FINANCING ACTIVITIES
 Common stock issued for cash                -
                                         -------
     Net Cash Provided by
      Financing Activities                   -
                                         -------
INCREASE (DECREASE) IN CASH               (2,095)

CASH AT BEGINNING PERIOD                   1,000
                                         -------
- ---------
CASH AT END OF PERIOD                    $(1,095)
                                         =======
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:
  Interest                               $   -
  Income taxes                           $   -

</TABLE>



<TABLE>
                        PROSPECTOR ENERGY, INC.
                           BALANCE SHEET
                            (UNAUDITED)

<CAPTION>
                           ASSETS
                                                August 31
                                                   1999
<S>                                            <C>
CURRENT ASSETS:
     Cash                                       $      -
                                                  -------
         Total Current Assets                          -
                                                  -------
TOTAL ASSETS                                    $      -
                                                  =======




             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable debenture                 $   1,518
     Convertible bond - related party              50,000
     Accrued interest payable - related party       7,904
                                                  -------
         Total Current Liabilities                 59,422
                                                  -------
STOCKHOLDERS' EQUITY
    Common stock, 100,000,000 shares
     authorized at $00.01 par value;
     107,328 shares issued and
     outstanding                                      107
    Capital in excess of par value                767,393
    Deficit accumulated during the
     development stage                           (826,922)
                                                 --------
         Total Stockholders' Equity (Deficit)     (59,422)
                                                 --------
TOTAL LIABILITIES
     AND STOCKHOLDERS' EQUITY (DEFICIT)         $      -
                                                 ========

</TABLE>


<TABLE>


                        PROSPECTOR ENERGY, INC.
                        Statement of Operations
                         (Unaudited)
<CAPTION>

                                     August 31
                                        1999
                                     ----------
<S>                                  <C>
REVENUE                                $     -
                                        ------

EXPENSES                                     -
                                        ------
NET INCOME                           $       -
                                        ======
NET INCOME PER SHARE                 $       -
                                        ======
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                 107,328
                                     =========


</TABLE>


<TABLE>


                         PROSPECTOR ENERGY, INC.
                          Shareholders' Equity
                             (Unaudited)
<CAPTION>                                                           Deficit
                                                                  Accumulated
                                                      Capital in    During the
                                   Common Stock       Excess of   Development
                                 Shares      Amount   Par Value      Stage
                                --------    --------  ----------  -----------
<S>                            <C>         <C>        <C>         <C>
Inception on November 4, 1980       -       $   -      $    -      $     -

Issuance of common stock
at $0.04 per share               46,875          47     767,425          -

Net loss from inception on
November 4, 1980 through
December 31, 1994                   -           -           -       (655,000)
                              ----------    --------  ----------   ----------
Balance, December 31, 1994       46,875          47     767,425     (655,000)

Net loss for the year ended
December 31, 1995                   -           -           -            -
                              ----------    --------  ----------   ----------
Balance, December 31, 1995       46,875          47     767,425     (655,000)

Issuance of common stock
at $0.01 per share               28,125          28        -            -

Net loss for the year ended
December 31, 1996                   -           -           -       (112,500)
                              ----------    --------  ----------   ----------
Balance, December 31, 1996       75,000          75     767,425     (767,500)

Net loss for the year ended
December 31, 1997                   -           -           -         (2,904)
                              ----------    --------  ----------   ----------
Balance, December 31, 1997       75,000          75     767,425     (770,404)

Net loss for the year ended
December 31, 1998                   -           -           -        (56,518)
                              ----------    --------  ----------   ----------
Balance, December 31, 1998       75,000          75     767,425     (826,922)

Stock issued in relation
to reverse split                 32,328          32         (32)
                              ----------    --------  ----------   ----------
Balance, September 30, 1999     107,328    $    107    $767,393    $(826,922)
                              ==========    ========  ==========   ==========
</TABLE>




<TABLE>

                       PROSPECTOR ENERGY, INC.
                      Statements of Cash Flows
                            (Unaudited)
<CAPTION>

                                       August 31,
                                          1999
                                       ----------
<S>                                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                            $      -
  Stock issued for services                  -
  Change in operating assets and
  liability accounts:                        -
                                         -------
      Net Cash Used by
       Operating Activities                  -
                                         -------
CASH FLOWS FROM INVESTING ACTIVITIES         -
                                         -------
CASH FLOWS FROM FINANCING ACTIVITIES
 Common stock issued for cash                -
                                         -------
     Net Cash Provided by
      Financing Activities                   -
                                         -------
INCREASE (DECREASE) IN CASH                  -

CASH AT BEGINNING PERIOD                     -
                                         -------
- ---------
CASH AT END OF PERIOD                    $   -
                                         =======
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:
  Interest                               $   -
  Income taxes                           $   -

</TABLE>


PART III
ITEM 1.   INDEX TO EXHIBITS


     (b) The following exhibits are filed as a part of this Registration


Exhibit
Number     Description*


EX-3(i)     Articles of Incorporation of Prospector Energy, Inc., a Utah
            corporation (including amendments).
EX-3(ii)    Bylaws.
EX-99.1     Articles of Incorporation of Peoplesway.Com, Inc.
EX-99.2     Articles of Incorporation of Prospector Energy, Inc., a Nevada
            corporation (including amendments).
Ex-99.3     Articles of Merger of Peoplesway.Com, Inc. Into Prospector
            Energy, Inc.
EX-2        Acquisition Agreement
EX-16       Letter regarding change of certifying accountant
Ex-27       Financial Data Schedule

     *     Summaries  of all  exhibits  contained  within this  Registration
     Statement  are  modified in their  entirety by reference to these
     Exhibits.


     SIGNATURES

     In accordance with Section 12 of the Securities  Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned, hereunto duly authorized.

     PEOPLESWAY.COM, INC.

Date: May 1, 2000       By: /s/ Donald R Monroe
                        -----------------------
                        Donald R. Monroe
                        Chairman of the Board

Date: May 1, 2000       By: /s/ Matthew M. Monroe
                        -------------------------
                        Matthew M. Monroe
                        President and Director

Date: May 1, 2000       By: /s/ Eugene M. Johnston
                        --------------------------
                        Eugene M. Johnston
                        CEO, Secretary/Treasurer and Director



                        ARTICLES OF INCORPORATION
                                  OF
                         PROSPECTOR ENERGY, Inc.

      We, the undersigned natural persons of the age of 21 years or more,
acting as Incorporators of a corporation under the Utah Business Corporation
act (hereinafter referred to as "Act"), adopt the following Articles of
Incorporation for each corporation.

                               ARTICLE I
   Name.  The name of the corporation (hereinafter referred to as
"Corporation") is Prospector Energy, Inc.

                               ARTICLE II
   Period of Duration.  The period of duration of the Corporation is
perpetual.

                               ARTICLE III
   Purposes and Powers.  The purposes and the powers for which the Corporation
is organized are as follows:
      (a) To purchase, own, hold, sell, dispose of, and otherwise deal in oil
and gas properties, mining properties and natural resource property of every
kind and variety.  To explore for market, buy, sell, import and export natural
resources of every kind and variety.  To manufacture, prepare for market, buy,
sell, import, export, trade and otherwise deal in natural resource
manufactured products of every kind and variety.
      (b) To conduct in all its branches the business of designing,
manufacturing, buying, selling, importing, exporting, displaying,
distributing, renting, repairing and otherwise dealing in and with, at
wholesale and at retail, and as principal, agent, factor, broker, commission
merchant, or in any other lawful capacity, natural resource manufactured
products of every kind and variety.
      (c) To invest in improved and unimproved real property, personal
property and rights of every kind and variety.
      (d) To purchase or otherwise acquire the whole or any part of the
securities, good will, royalties, patents, patent applications, copyrights,
franchises, leases, rights, property and assets of all kinds and to undertake
or assume the whole or any part of the bonds, mortgages, franchises, leases,
contracts, indebtedness, guarantees, liabilities and obligations of any
person, corporation, association, partnership, syndicate, entity of
governmental, municipal, or public authority, and to pay for the same in cash,
shares, capital stock, bonds, debenture stock notes and other securities of
the Corporation or otherwise or by undertaking and assuming the whole or any
part of the liabilities or obligations of the transferor and to hold or in any
manner dispose of the whole or any part of the property and assets so acquired
and to exercise all powers necessary or convenient in and about the conduct,
management and carrying on of any such business.
      (e) To borrow or raise monies for any of the purposes of the Corporation
and from time to time without limit as to amount, to draw, make, accept,
endorse, guarantee, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable and nonnegotiable
instruments and evidence of indebtedness and to secure the payment thereof and
of the interest thereon by mortgage on or pledge, conveyance or assignment in
trust of the whole or any art of the assets of the Corporation, real, personal
or mixed, including the contract rights whether at the time owned or
thereafter acquired.
      (f) To lend and advance monies or give credit for corporate purposes
with or without requiring interest or any security for the repayment thereof.
      (g) To purchase, take, receive or otherwise acquire, hold, own, pledge,
transfer or otherwise dispose of shares of its own capital stock but purchase
of its own shares of stock, whether direct or indirect, shall be made only to
the extent of unreserved and unrestricted surplus available therefore, if
permitted by the Act and any other applicable law and these Articles of
Incorporation.
      (h) To become a party to any lawful arrangement for sharing of profits
or to any union of interest reciprocal concessions, partnership syndicate,
joint venture or cooperation with any person, corporation, association,
partnership, syndicate, entity or governmental, municipal or public authority,
domestic or foreign, in the carrying on of any business or transaction deemed
necessary, convenient or incidental to carrying out any of the purposes of the
corporation.
      (i) To do all and everything necessary, proper, advisable or convenient
for the accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers herein set forth and to do
every other act and thing incidental thereto or connected therewith provided
the same be not forbidden by the Act, or by any other applicable law or by
these Articles of Incorporation.
      (j) To carry out the purposes hereinabove set forth in any state,
district, territory or possession the United States or in the laws of such
state, district, territory, possession or foreign country to the extent such
purposes are not forbidden by the laws of such state, district, territory,
possession or foreign country and in the event that they do forbid any one or
more such purposes to limit the purposes which the Corporation proposes to
carry on in such state, district, territory, possession or foreign country to
such purpose or purposes as are not forbidden by the laws thereof and any
certificate for application to do business therein.
      (k) In general to carry on any business and have and exercise all the
powers conferred by the Act on corporations organized under it and upon
corporation by any other applicable law and to do any and all of the acts and
things therein set forth to the same extent as natural persons might or could
do in any part of the world as principal, factor, agent, contractor,
representative, trustee or otherwise, either alone or in syndicates, jointly
or otherwise, in conjunction with any person, corporation, association,
partnership, syndicate, entity or governmental, municipal or public authority,
domestic or foreign, and to establish and maintain offices and agencies and to
exercise all of any of its corporate powers and rights throughout the world.
      (l) The foregoing clauses shall be construed as powers as well as objects
and purposes and the matters expressed in each clause shall, unless herein
otherwise expressly provided, be in no way limited by reference to or
inference from the terms of any other clause but shall be regarded as
independent objects, purposes and powers and the enumeration of specific
objects, purposes and powers shall not be construed to limit or restrict in
any manner the meaning of the general terms or the general powers of the
Corporation, nor shall the expression of one thing be deemed to exclude
another not expressed although it be of like nature.

                                    ARTICLE IV

   Authorized Shares.  The aggregate number of shares which the Corporation
shall have authority to issue is THIRTY MILLION (30,000,000) shares of a par
value of ONE CENT ($0.01) (1¢) each.  The total authorized capital of
this Corporation is THREE HUNDRED THOUSAND DOLLARS ($300,000).
      (a) The common stock may be issued by the Corporation or subscriptions
taken therefor from time to time for such consideration as may be fixed from
time to time by the Board of Directors.
      (b) The common stock of the Corporation shall not be issued in series or
broken into additional classes.  There shall be but one class of stock, or
equal rights and preferences.  Dividend rights in the company stock shall be
treated hereinafter as said stock is set forth to be treated in the Utah
Business Corporation Act as amended to date.
      (c) The common stock of the Corporation shall be nonassessable and the
shareholders shall not be liable for the debts of the Corporation except and
to the extent of any unpaid subscriptions for shares which may be outstanding
at any time the Corporation is dissolved, merged or said subscription rights
are called.                  ARTICLE V

   No Preemptive Rights.  The shareholders of the Corporation shall have no
preemptive rights to acquire additional shares of the Corporation.

                            ARTICLE VI

   Commencement of Business.  The Corporation shall not commence business
until at lease One Thousand Dollars ($1,000.00) has been received by it as
consideration for the issuance of shares.

                            ARTICLE VII

   Voting Shares.  Each outstanding share of the common stock of the
Corporation shall be entitled to one vote on each matter submitted to a vote
at a meeting of the stockholders, each shareholder being entitled to vote his
or its shares in person or by proxy executed in writing by such shareholder or
by his duly authorized attorney in fact.  The shareholders of this Corporation
shall have no right whatsoever to cumulate his or its vote with regard to such
voting.  All voting shall be non-cumulative.

                           ARTICLE VIII

   Provisions for Regulation of Internal Affairs of the Corporation.
   Meeting of the Shareholders.  All meetings of the shareholders of the
Corporation shall be held at such place either within or without the State of
Utah as may be provided by the by-laws of the Corporation.  In the absence of
any such provision, all such meetings shall be held at the registered office
of the Corporation.
   Quorum of Shareholders.  Unless otherwise provided in the Act or other
applicable law, a majority of the shares of the common stock of the
Corporation entitled to vote represented in person or by proxy shall
constitute a quorum at a meeting of the shareholders of the Corporation.
   Meetings of Directors.  Meetings of the Board of Directors of the
Corporation whether regular or special may be held either within or without
the State of Utah and upon such notice be prescribed in the by-laws of the
Corporation.
   Quorum of Directors.  The number of Directors of the Corporation which
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors shall be fixed in the by-laws of the Corporation.
   Designation of Committee by the Board of Directors.  The Board of Directors
may by resolution or resolutions passed by a majority of the whole board
designate a committee or committees consisting of not less than two directors
which committee or committees to the extent provided in such resolution or
resolutions shall have and may exercise all the authority so provided by the
designation of such committees and the delegation thereto of such authority
shall not operate to relieve the Board of Directors or any member therefor of
any responsibility imposed upon it or him by law.
   By-Laws of the Corporation.  The initial by-laws of the Corporation shall
be adopted by its Board of Directors hereafter unless otherwise provided in
the Act.  By-laws of the Corporation may be adopted, amended or repealed
either by the shareholders or by the Board of Directors except that (a) no
by-law adopted or amended by the shareholders shall be altered or repealed by
the Board of Directors and (b) no by-law shall be adopted by the Directors
which shall require more than a majority the voting for a quorum at a meeting
of the shareholders of the Corporation or more than a majority of the votes
cast to constitute action by the shareholder except where higher percentages
are required by law.  The by-laws may contain any provisions for the
regulation and management of the affairs of the Corporation not inconsistent
with the Act, other applicable laws and these Articles of Incorporation.
   Vacancy in the Board of Directors.  Any vacancy occurring in the Board of
Directors may be filled by affirmative vote of majority of the remaining
directors though less than a quorum of the Board of Directors.  A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.  Any directorship to be filled by reason of an increase
in the number of directors shall also be filled by the Board of Directors,
such appointment to be until the next annual meeting as a special meeting of
the shareholders called for the purpose of electing a director to the office
so created.
   Shareholders of Record.  The name and address of each shareholder of record
of the capital stock of the Corporation as they appear in the stock records of
the Corporation shall be conclusive evidence as to who are the shareholders
who are entitled to receive notice of any meetings of the shareholders, to
vote at such meetings, to examine a complete list of the shareholders who may
be entitled to vote at any such meeting and to own, enjoy and exercise any
other rights and privileges which are based upon the ownership of these shares
of common stock of the Corporation.
   Books and Records.  The Corporation shall keep complete and correct books
and records of account and shall keep minutes of the proceedings of its
shareholders and the Board of Directors and shall keep at its registered
office or principal place of business or at the office of its transfer agent
or registrar a record of its shareholders, giving the names and addresses of
all shareholders and the number of shares of the Corporation held by each.  No
shareholder shall have the right to inspect any such books and records except
as conferred by the Act or other applicable law unless authorized to do so by
a resolution or resolutions of the shareholders or the Board of Directors.
   Working Capital.  The Board of Directors of the Corporation shall have the
power from time to time to fix and determine and to vary the amount which is
to be reserved by the Corporation as working capital and before the payment of
any dividends or the making of any distribution of profits, it may from time
to time in its absolute discretion determine to be proper whether as a reserve
fund to meet contingencies or for the equalizing of dividends or the repairing
or maintaining of any property of the Corporation or for an addition to stated
capital, capital surplus or earned surplus or for any corporate purpose which
the Board of Directors shall deem to be in the best interest of the
Corporation subject to only to such limitations as the bylaws of the
Corporation may from time to time impose.
   Compensation of Directors.  The Board of Directors of the Corporation may,
provided the bylaws of the Corporation so provide, make provision for
reasonable compensation of its members for their services upon which such
compensation shall be paid.  Any directors of the Corporation may also serve
the Corporation in any other capacity and receive proper compensation
therefor.
   Qualification of Directors.  The directors of this Corporation need not be
stockholders.
   Number of Directors.  The exact number of directors may from time to time
be specified by the bylaws at not less than three nor more than fifteen.  When
the bylaws do not specify the exact number of directors, the number of
directors shall be three.
   Reliance Upon Others.  A director shall be fully protected in relying in
good faith upon the books of account of the Corporation or statements prepared
by any of its officials as to the value and amount of assets, liabilities or
net profits of the Corporation or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.
   Reliance Upon Others-Prudent Conduct.  No person shall be liable to the
Corporation for any loss or damage suffered by it on account of action taken
or omitted to be taken by him as a director or officer of the Corporation in
good faith if such person (a) exercised or used the degree of care and skill
as a prudent man would have exercised or used under the circumstances in the
conduct of his own affairs, or (b) took or omitted to take such action in
reliance upon advice of counsel for the Corporation which he had reasonable
grounds to believe or upon a financial statement of the Corporation prepared
by an officer or employee of the Corporation in charge of its accounts or
certified by a public accountant or firm of public accountants.
   Contracts with Interested Directors, Disclosure and Voting.  A director of
the Corporation shall not in the absence of fraud be disqualified by his
office from dealing or contracting with the Corporation either as a vendor,
purchaser or otherwise nor in the absence of fraud shall insofar as permitted
by the Act or any other applicable statute, any transaction or contract of the
Corporation be void or voidable or affected by reason of the fact that any
director or any firm of which a director is a member or any corporation of
which any director is an officer, director or stockholder is in any way
interested in such transaction or contract provided that at the meeting of the
Board of Directors or of a committee thereof having authority in the premises
to authorize or confirm such contract or transaction, the interest of such
director, firm or Corporation is disclosed or made known and there shall be
present a quorum of the Board of Directors or of the directors constituting
such committee and such contract or transaction shall be approved by a
majority of such quorum, which majority shall consist of directors not so
interested or connected.  Nor shall any director be liable to account to the
Corporation for any profit realized by him from or through any such
transaction or contract of the Corporation, ratified or approved as herein
provided, by reason of the fact that he or any firm of which he is a member or
any corporation of which he is a stockholder, director or officer was
interested in such transaction or contract.  Directors so interested may be
counted when present at meetings of the Board of Directors or of such
committee for the purpose of determining the existence of a quorum.  Each and
every person who is or may become a director of the Corporation is hereby
relieved from any liability that might otherwise exist from those contracting
with the Corporation for the benefit of himself or any firm, association or
corporation or of the Board of Directors or of any committee which shall be
ratified by a majority in the interest of a quorum of the stockholders having
voting power, shall be as valid and as binding as though ratified by each and
every stockholder of the Corporation, but this shall not be constituted as
requiring the submission of any contract to the stockholders for approval.
   Indemnification of Directors.  The Corporation shall indemnify any and all
persons who may serve or who have served at any time as directors or officers,
or who at the request of the Board of Directors of the Corporation may serve
or at any time have served as directors or officers of another corporation in
which the Corporation at such time owned or may own shares of stock or of
which it was or may be a creditor, and their respective heirs, administrators,
successors and assigns, against any and all expense, including amounts paid
upon judgements, counsel fees, and amounts paid in settlement before or after
suit is commenced, actually and necessarily incurred by such person in
connection with the defense or settlement of any claim, action, suit or
proceeding in which they, or any of them are made parties or a party or which
may be asserted against them or any of them by reason of being or having been
directors or officers or a director or officer of the Corporation, or of such
other corporation, except in relation to matters as to which any such director
or officer or form director or officer or person shall be adjudged in any
action, suit or proceeding to be liable for his own negligence or misconduct
in the performance of his duty.  Such indemnification shall be in addition to
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of stockholders or otherwise.
   Ratification of Acts of Directors.  The directors may submit any contract
or transaction for approval at any annual meeting of the stockholders or at
any special meeting of the stockholders called for that purpose; and any
contract or transaction so approved by a majority vote of a quorum of the
stockholders at such meeting shall be binding upon the Corporation and all of
its stockholders, whether or not the contract or transaction would otherwise
be subject to attack because of the interest of any of the directors of the
Corporation or for any other reason.
   Requirements for Management.  The Corporation may issue and sell its
authorized shares from time to time, in the absence of fraud, for such
considerations as may from time to time be fixed by the Board of Directors.
   Issuance of Shares.  The Corporation may issue and sell its authorized
shares from time to time, in the absence of fraud, for such consideration as
may from time to time be fixed by the Board of Directors, but in no event for
less than par value.
   Amendments of these Articles of Incorporation.  The Corporation reserves
the right to amend, alter or repeal or to add any provisions to these Articles
of Incorporation in any manner now or hereafter prescribed by the Act and any
amendment thereto or by the provisions of any other applicable law and all
rights conferred upon the shareholders of the Corporation by these Articles of
Incorporation any amendments hereto are granted subject only to this
reservation.
                         ARTICLE IX

   Registered Office.  The address of the initial registered office of the
Corporation is:
                   PROSPECTOR ENERGY, INC.
                   c/o Donald W. Bowles
                   2017 South 11th East
                   Salt Lake City, Utah 84106

   Registered Agent.  The name of the initial registered agent of the
Corporation at such address is:
                   Donald W. Bowles
                   2017 South 11th East
                   Salt Lake City, Utah 84106

                         ARTICLE X

   Initial Board of Directors.  The initial Board of Directors of the
Corporation shall consist of three members and their respective names and
addresses are:

NAME                      ADDRESS
Donald W. Bowles          2017 South 11th East, Salt Lake City, Utah 84106
Morris Christensen        1930 Siggard Drive, Salt Lake City, Utah 84109
Earl R. Bowles            6211 Rodeo Lane, Salt Lake City, Utah 84121

which directors shall hold office until the first meeting of shareholders of
the Corporation and until their successors shall have been elected and
qualified.

   Subsequent Board of Directors.  At the first meeting of the shareholders of
the Corporation and at each annual meeting thereafter, the shareholders shall
elect directors to hold office until the next succeeding annual meeting of the
shareholders.  Each director so elected shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified.  Directors need not be residents of the State of Utah or
shareholders of the Corporation.

                              ARTICLE XI

   The name of each Incorporator and their address are:

NAME                    ADDRESS
Donald W. Bowles        2017 South 11th East, Salt Lake City, Utah 84106
Morris Christensen      1930 Siggard Drive, Salt Lake City, Utah 84109
Earl R. Bowles          6211 Rodeo Lane, Salt Lake City, Utah 84121

Dated this 30th day of October, 1980

                              /s/ Donald W. Bowles
                              ---------------------
                               Donald W. Bowles

                               /s/ Morris Christensen
                               ______________________
                               Morris Christensen

                               /s/ Earl R. Bowles
                               _______________________
                               Earl R. Bowles




STATE OF UTAH          )
                       )     ss.
County of Salt Lake    )

   I, Judy D. Green, a Notary Public, hereby certify that on the 30th day of
October, 1980, personally appeared before me, Donald W. Bowles, Morris
Christensen and Earl R. Bowles, who being by me duly sworn, declared that they
are the persons who signed the foregoing document as incorporators, and that
the statements contained therein are true.
   IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of
October, 1980.
                                   /s/ Judy D. Green
                                   __________________
                                   Notary Public

Residing in Salt Lake City, Utah

My commission expires:
    2-21-83
                             ARTICLES OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION
                                      OF
                            PROSPECTOR ENERGY, INC.



   Pursuant to the provisions of the Revised Business Code Sec. 16-10a-1001
et.seq., the Undersigned corporation adopts the following amendment to the
Articles of Incorporation.

      1. The following amendment of the Articles of Incorporation was adopted
by the shareholders of the corporation on March 18, 1999, said articles are
hereby amended and shall read as follows:
 --------------------------------------------------------------------------
                                ARTICLE I
                                  NAME

     The name of the corporation is Peoples Way.com, Inc.
 --------------------------------------------------------------------------

     2. The number of shares outstanding at the time of adoption was
30,000,000; and the number of shares entitled to vote thereon was the same.

     3. The number of shares represented at the meeting of the shareholders
was 24,020,000.  All the shares voted in favor of the amendment.  The shares
represented a majority of the issued and outstanding shares.  There were no
shares voting against the amendment.


     Effective the 9th day of September, 1999.



                                  /s/ Rob Kropf
                                  ________________
                                  Rob Kropf, President


BYLAWS OF

                             PEOPLESWAY.COM, INC.

ARTICLE 1

Corporate Identification

   1.01. Name.   The corporation shall transact business under the name of
Peoplesway.Com, Inc.

   1.02. Corporate Offices.  The address of the principal office of the
corporation shall be 2969 Interstate Street, Charlotte, NC 28208.  The
corporation shall maintain offices at 2969 Interstate Street, Charlotte, NC
28208.

   1.03. Seal.  The Board of Directors shall provide for a corporate seal,
which shall be circular in form and shall have inscribed thereon the name of
the corporation, the state of incorporation, and the words "Corporate Seal."

   1.04. Fiscal Year.  The fiscal year of the corporation shall begin on the
1st day of April, and shall end on the 31st day of March.

ARTICLE 2

Shareholders

   2.01. Place of Meetings.  Meetings of the shareholders of the corporation
shall be held at the principal office of the corporation, unless all
shareholders entitled to vote agree in writing to meet elsewhere.

   2.02. Annual Meetings.  The annual meeting of the shareholders shall be
held at 10:00 o'clock a.m. on the first Tuesday of June each year.  If this
day is a legal holiday, then the meeting shall be held on the first following
day that is not a legal holiday.  A failure to hold the annual meeting shall
not impair the ability of the corporation to act or transact business.

   2.03. Special Meetings.  Special meetings of the shareholders may be called
by the President or by the Board of Directors, and shall be called by the
President upon the signed written request of the holders of ten percent or
more of the outstanding shares of the corporation entitled to vote at the
meeting.  Only business within the purpose or purposes described in the notice
of the meeting may be conducted at a special meeting of the shareholders.

   2.04. Action Without Meeting.  Any action required or permitted to be taken
at a meeting of the shareholders, may be taken without a meeting if a consent,
in writing, setting forth the action so taken is signed by all of the
shareholders who would have been entitled to vote on the action had a meeting
been held.

   2.05. Notice of Meetings.  Written notice stating the place, day, and hour
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered or mailed to each
shareholder who is entitled to vote at the meeting with the written or printed
signature of the President and Secretary subscribed thereto, not less than ten
nor more than sixty days before the date of the meeting.  A waiver of the
notice of any meeting, in writing, signed by the person entitled to the
notice, whether before, at, or after the time stated therein, shall be deemed
equivalent of such notice.  Attendance by a shareholder, without objection to
the notice, whether in person or by proxy, at a shareholders' meeting shall
constitute a waiver of notice of the meeting.

   2.06. Closing of Transfer Books.  For the purposes of determining the
shareholders who are entitled to notice of or to vote at a meeting of
shareholders or an adjournment thereof, or the shareholders who are entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed fifty days.  If the stock transfer book shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting.  In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be
not more than fifty days and, in the case of a meeting of shareholders, not
less than ten days prior to the date on which the particular action requiring
such determination of shareholders, is to be taken.  If the stock transfer
books are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of shareholders, or
of shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders.  When a determination
of shareholders entitled to vote at any meeting of shareholders has been made
as provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of
the stock transfer books and the stated period of closing has expired.

   2.07. Voting Lists.  The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order with the address of, and the number of shares held by each
shareholder, which list, for the period between its compilation and the
meeting for which it was compiled, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any
shareholder at any time during normal business hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder during the meeting.  The original
stock transfer book shall be prima facie evidence of the shareholders entitled
to examine such list or transfer books or to vote at any meeting of
shareholders.

   2.08. Quorum and Voting.  A majority of the outstanding shares of the
corporation entitled to vote, when represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time (but not to exceed
sixty days) without further notice.  At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally scheduled.  The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of shareholders
sufficient to leave less than a quorum.  Unless a greater vote on a particular
matter is required by law, by the Articles of Incorporation, or by these
Bylaws, a majority vote of the shares present and entitled to vote shall carry
any action proposed or voted on at a shareholders' meeting.

   2.09. Proxies.  At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by the shareholder's
authorized attorney in fact.  Such proxy may be filed with the Secretary of
the corporation before or at the time of the meeting.  No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.

   2.10. Voting of Shares by Certain Holders.  Shares standing in the name of
another corporation may be voted by such officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such
provisions, as the Board of Directors of such corporation may determine,
provided, however, that no shares held by another corporation, the election of
whose directors is controlled by this corporation, shall be entitled to vote.

   Shares held by an administrator, executor, guardian, or conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into such person's name.  Shares standing in the name of a trustee may
be voted by the trustee, either in person or by proxy, but a trustee shall not
be entitled to vote shares so held without a transfer of such shares into the
trustee's name.

   Shares standing in the name of a receiver may be voted by the receiver, and
shares held by or under the control of a receiver may be voted by the receiver
without the transfer thereof into the receiver's name if the authority to do
so is contained in an appropriate order of the court by whom the receiver was
appointed.

   A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.

   Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

ARTICLE 3

Board of Directors
   3.01. General Powers.  The business and affairs of the corporation shall be
managed by its Board of Directors, except as otherwise provided by law or by
the Articles of Incorporation.

   3.02. Number, Tenure, and Qualifications.  The number of directors of the
corporation shall be no less than one and no more than five.  The number of
directors may be changed only as provided in the Articles of Incorporation.
Each director shall hold office until the next annual meeting of the
shareholders and until his or her successor shall have been elected and
qualified.  Directors need not be residents of any particular state or
shareholders of the corporation.

   3.03. Regular Meetings.  A meeting of the Board of Directors shall be held
without notice other than this provision immediately after, and at the same
place as, the annual meeting of shareholders.  The Board of Directors may
provide, by resolution, the time and place for the holding of regular meetings
without other notice than such resolution.

   3.04. Special Meetings; Notice.  Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors.  The
person or persons authorized to call special meetings of the Board of
Directors may fix any place, wherever located, as the place for holding a
special meeting of the Board of Directors called by them.  Written notice of a
special meeting shall be given to each director at least two days prior to a
special meeting, except that if the written notice is mailed to a director or
is given by telegram at least four days prior notice must be given, which
notice shall be deemed given when mailed or telegraphed.  Any director may
waive notice of any meeting.  The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.  Neither the
business to be transacted nor the purpose of any regular or special meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

   3.05. Action Without Meeting.  Any action required or permitted to be taken
at any meeting of the Board of Directors, or any committee thereof, may be
taken without a meeting if a written consent setting forth the action so taken
is signed by all of the directors that would have been entitled to vote on the
action had a meeting been held.

   3.06. Quorum.  A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, but if less than such majority be present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.  The directors present at a meeting may continue to transact
business until adjournment not withstanding the withdrawal of directors
sufficient to leave less than a quorum.

   3.07. Voting Requirements.  Except as otherwise provided by law, in the
Articles of Incorporation, or in these Bylaws, a majority vote of the
directors present at a meeting at which a quorum is present shall be required
for an act or resolution under consideration to constitute an act or
resolution of the Board of Directors.

   3.08. Vacancies.  Any vacancy occurring in the Board of Directors shall be
filled by an election held by the shareholders who elected the director whose
death or departure created the vacancy.  A director elected to fill a vacancy
shall be elected for the unexpired term of the director's predecessor in
office.  Any directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting of shareholders
or at a special meeting of shareholders called for that purpose.  A director
chosen to fill a vacancy resulting from an increase in the number of directors
shall hold office until the director's successor shall have been elected and
qualified.

   3.09. Compensation.  By resolution of the Board of Directors the directors
may be paid their expenses, if any, for attendance at any meeting of the Board
of Directors, and, if such compensation is approved by a majority vote of the
shareholders entitled to vote, may be paid a fixed sum for attendance at any
meeting of the Board of Directors or a stated salary as director.  No payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

   3.10. Presumption of Assent.  A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless the
dissent of the director shall be entered in the minutes of the meeting or
unless the director shall file a written dissent to such action before
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who voted in
favor of the action dissented to.
   3.11. Removal of Directors.  At a special meeting of the shareholders
called expressly for that purpose, Directors may be removed in the manner
provided in this section.  One or more directors or the entire Board of
Directors may be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.  No
director may be removed if the votes cast against a director's removal would
be sufficient to elect the director if cumulatively voted at an election of
the entire Board of Directors.  A director shall be entitled to receive notice
of and a hearing with respect to his or her removal for cause.

   3.12. Standards of Conduct.  A director shall discharge his or her duties
as a director, including his or her duties as a member of a committee, in good
faith, with the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and in a manner that he or she
reasonably believes to be in the best interests of the corporation.

   In discharging his or her duties a director is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:

      (1) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;

      (2) legal counsel, public accountants, or other persons as to matters
the director reasonably believes are within the person's professional or
expert competence; or
      (3) a committee of the board of directors of which the director is not a
member if the director reasonably believes the committee merits confidence.

   A director is not acting in good faith if the director has knowledge
concerning the matter in question that makes otherwise permissible reliance
unwarranted.

   A director is not liable for any action taken as a director, or any failure
to take any action, if he or she performed the duties of office in compliance
with this section.

ARTICLE 4

Officers

   4.01. Number, Election and Tenure.  The officers of the corporation shall
be a President, a Vice President, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors.  Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board
of Directors.  All officers of the corporation shall serve at the pleasure of
the Board of Directors for the compensation fixed under Section 4.09 of these
Bylaws.  Any two or more offices may be held by the same person, except as
otherwise provided by law.

   4.02. Removal.  Any officer or agent elected or appointed by the Board of
Directors may be removed, with or without cause, by the Board of Directors
whenever in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.

   4.03. Vacancies.  Whenever a vacancy shall occur in any office by reason of
death, resignation, increase in number of offices of the corporation, or
otherwise, the vacancy shall be filled by the Board of Directors, and the
officer so elected shall hold office as provided in Section 4.01 of these
Bylaws.

   4.04. President.  The President shall be the principal executive officer of
the corporation, and, subject to the control of the Board of Directors, shall
have general control of the business, affairs, and property of the
corporation, and control over its agents, officers, and employees.  The
President shall, when present, preside at all meetings of the shareholders and
of the Board of Directors, and shall perform such other duties and exercise
such other powers as from time to time may be assigned to the President by
these Bylaws or by the Board of Directors.

   4.05. Vice President.  The Vice President shall perform all duties
incumbent upon the President during the absence or disability of the
President, and shall perform such other duties as from time to time may be
assigned to the Vice President by these Bylaws or by the Board of Directors.

   4.06. The Secretary.  The Secretary shall:  (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws as required by law; (c) be the
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal, is duly authorized; (d)
keep a register of the address of each shareholder, which shall be furnished
to the secretary by such shareholder; (e) sign with the President, or the Vice
President, certificates for shares of the corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) perform
all duties incident to the office of secretary and such other duties as from
time to time may be assigned to the Secretary by the President or the Board of
Directors.

   4.07. The Treasurer.  If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
The Treasurer shall:  (a) have charge and custody of and be responsible for
all funds and securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source whatsoever; (c)
deposit all monies received in the name of the corporation in the banks or
other depositories as shall be selected in accordance with the provisions of
Article 5 of these Bylaws; and (d) perform the duties as from time to time may
be assigned to the Treasurer by the President or the Board of Directors.

   4.08. Assistant Secretaries and Treasurers.  One or more Assistant
Secretaries or Assistant Treasurers may be appointed by the Board of
Directors.  Such persons shall have such duties as from time to time may be
assigned to them by the Board of Directors, the President, or the Secretary or
Treasurer, as the case may be.

   4.09. Compensation.  The compensation of the officers shall be fixed or
approved from time to time by the Board of Directors and no officer shall be
prevented from receiving such compensation by reason of the fact that the
officer is also a director of the corporation.

ARTICLE 5

Contracts, Loans, Checks, Deposits, and Official Books and Records

   5.01. Contracts.  The Board of Directors may authorize any officer or agent
to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation, and such authority may be general or
confined to specific matters.

   5.02. Loans.  No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors.  The Board of Directors shall have the
following power with respect to the lending of funds:
      (a) Loans of Funds, Generally.  To lend money in furtherance of any of
the purposes of the Corporation; to invest and reinvest the funds of the
Corporation from time to time; and to take and hold any property as security
for the payment of funds so loaned or invested.

      (b) Loans to Employees and Directors.  If approved by the holders of a
majority of the voting shares, to lend money and use its credit to assist any
employee or director of the Corporation, if the Board of Directors determines
that such loan or assistance may benefit the Corporation.

   5.03. Checks, Drafts, Etc.  All checks, drafts, or other orders for the
payment of money, notes, or other evidence of indebtedness issued in the name
of the corporation shall be signed by such officer or agent of the corporation
and in such manner as shall from time to time be determined by a resolution of
the Board of Directors.

   5.04. Deposits.  All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks
or other depositories as the Board of Directors may by resolution select.

   5.05. Official Books and Records.  The official books and records of the
corporation shall consist of the minute book, the stock book, the stock
transfer book, and the books and records of account.  The Secretary shall be
responsible for their upkeep and safekeeping.  Any shareholder, either in
person or by representative, shall have the right to inspect and make copies
or extracts of the official books and records at any reasonable time for any
lawful purpose.

ARTICLE 6

Capital Stock

   6.01. Certificates for Shares.  Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the President or the Vice
President and by the Secretary or an Assistant Secretary.  All certificates
for shares shall be consecutively numbered or otherwise identified.  The name
and address of the person to whom the shares represented thereby are issued,
with the number of shares and the date of issue, shall be entered on the stock
transfer books of the corporation.  All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.

   6.02. Consideration for Shares.  The consideration for the issuance of
shares may be paid, in whole or in part, in money, in other property, tangible
or intangible, or in labor or services actually performed for the
Corporation.  When payment of the consideration for which shares are to be
issued shall have been received by the Corporation, such shares shall be
deemed to be fully paid and nonassessable.  Neither promissory notes nor
future services shall constitute payment or part payment for the issuance of
shares of the Corporation.  In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of the consideration
received for shares shall be conclusive.  No certificate shall be issued for
any share until the share is fully paid.

   6.03. Issuance of Shares.  Shares of capital stock of the corporation shall
not be issued except on a majority vote of the Board of Directors.  The vote
of each director shall appear in the written minutes of each Board of
Directors' meeting in which the issuance of shares was approved.
   6.04. Dividends.  The holders of the capital stock of the Corporation shall
be entitled to receive, when and as declared by the Board of Directors, solely
out of unreserved and unrestricted earned surplus, dividends payable either in
cash, in property, or in shares of capital stock.  No dividends shall be paid
upon the capital stock in any medium if the source out of which it is proposed
to pay the dividend is due to or arises from unrealized appreciation in value
or from a revaluation of assets, or if the Corporation is, or is thereby
rendered, incapable of paying its debts as they become due in the usual course
of its business.

   6.05. Uncertified Shares.  Shares of the capital stock of the Corporation
shall not be issued without a certificate.

ARTICLE 7

Amendments

   7.01. Amendment.  These Bylaws may be amended or repealed, and new bylaws
may be adopted, by the holders of a majority of the voting shares at any
annual or special meeting or by a majority vote of the Board of Directors at
any regular or special meeting, except that the shareholders in amending or
repealing a particular bylaw may provide that the Board of Directors may not
amend or repeal that bylaw.

   Accepted and Adopted by the Board of Directors on the 22nd day of December,
1999.

     By: /s/ Eugene M. Johnston
                                    ----------------------------
     Eugene M. Johnston, Secretary/Treasurer


                        ARTICLES OF INCORPORATION

                                   OF

                           Peoplesway.Com, Inc.
        ----------------------------------------------------------

   Pursuant to Sec. 55-2-02 of the General Statutes of North Carolina, the
undersigned does hereby submit these Articles of Incorporation for the purpose
of forming a business Corporation.

ARTICLE I

   The name of the Corporation is Peoplesway.Com, Inc.

ARTICLE II

   The Corporation is authorized to issue one million shares.  These shares
shall be  all one class, designated as common stock.

ARTICLE III

   The street address and county of the initial registered office is 19425-G
Liverpool Parkway, Cornelius, North Carolina 28031, Mecklenburg County.

ARTICLE IV

   The mailing address of the initial registered office is 19425-G Liverpool
Parkway, Cornelius, North Carolina 28031.

ARTICLE V

   The name of the initial registered agent is John F. Hanzel.

ARTICLE VI

   The name and address of  the incorporator is John F. Hanzel, 19425-G
Liverpool Parkway, Cornelius, North Carolina 28031.

ARTICLE VII
   These Articles are effective upon filing.

   This the 13th day of August, 1999.


                              /s/ John F. Hanzel
                              ----------------------------
          JOHN F. HANZEL, Incorporator



                      ARTICLES OF INCORPORATION
                                 OF
                       PROSPECTOR ENERGY, INC.

   The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporate pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the
following Articles of Incorporation for such corporation:

                            Article I
                              Name

   The name of the corporation is Prospector Energy, Inc.

                           Article II
                            Duration

   The duration of the corporation is perpetual.

                         Article III
                          Purposes

   The purposes for which this corporation is organized are:

   Section 1.  To engage in any lawful business or activity which may be
conducted under the laws of the State of Nevada or any other state or nation
wherein this corporation shall be authorized to transact business.

   Section 2.  To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal
in and with real and personal property, of every kind, class and description.

   Section 3.  To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.

   Section 4.  To enter into or execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.

   Section 5.  To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.

   Section 6.  To borrow money, without limitation, and give a lien on any of
its property as security for any borrowing.

   Section 7.  To acquire by purchase, exchange or otherwise, all or any part
of, or any interest in, the properties, assets, business and good will of
anyone or more persons, firms, associations, or corporations either within or
out of the State of Nevada; pay for the same in cash, property or the
corporation's own or other securities; hold, operate, reorganize, liquidate,
sell or in any manner dispose of the whole or any part thereof; and in
connection therewith, assume or guaranty performance of any liabilities,
obligations or contracts of such persons, firms, associations or corporations,
and to conduct the whole or any part of any business thus acquired.

   Section 8.  To purchase, receive, take, or otherwise acquire, own and hold,
sell, lend, exchange, reissue, transfer or otherwise dispose of, pledge, use,
cancel, and otherwise deal in and with the corporation's shares and its other
securities from time to time to the extent, in the manner and upon terms
determined by the Board of Directors; provided that the corporation shall not
use its funds or property for the purchase of its own shares of capital stock
when its capital is impaired or when the purchase would cause any impairment
of the corporation's capital, except to the extent permitted by law.

   Section 9.  To reorganize, as an incorporator, or cause to be organized
under the laws of any State of the United States of America, or of any
commonwealth, territory, agency or instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of the conduction and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.

   Section 10. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conductive to or
expedient for the protection or benefit of the corporation.

                       Article IV
                     Capitalization

   Section 1.  The authorized capital of this corporation shall consist of the
following stock:
      a.  Thirty million common shares, $0.01 par value.  Each common share
shall have equal rights as to voting and in the event of dissolution and
liquidation.  There shall be no cumulative voting by shareholders.

   Section 2.  The shareholders shall have no preemptive rights to acquire any
shares of this corporation.

   Section 3.  The common and preferred stock of the corporation, after the
amount of the subscription price has been paid in, shall not be subject to
assessment to pay the debts of the corporation.

                         Article V
                     Principal Office

   The address of the registered office of the corporation is 3340 Topaz,
Suite 210, Las Vegas, Nevada 89121 and the resident agent at that address is
International Venture Capital and Advisory, Inc.  The corporation may maintain
such other offices, either within or out of the State of Nevada, as the Board
of Directors may from time to time determine or the business of the
corporation may require.

                       Article VI
                       Directors

   The corporation shall be governed by a Board of Directors.  There shall be
one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in case of vacancy.  The original
Board of Directors shall be comprised of one (1) person and the name and the
address of the person who is to serve as the director until the first annual
meeting of Shareholders and until successors are elected and shall is:
      Robert Kropf
      6975 South Union Park Center, Suite 600
      Salt Lake City, Utah 84124

                     Article VII
                  Indemnification

   As the Board of Directors may from time to time provide in the Bylaws or by
resolutions, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the state of Nevada.

                        Article VIII
                        Incorporator

    The name and address of the incorporator is:
         Robert Kropf
         6975 South Union Park Center, Suite 600
         Salt Lake City, Utah 84124

    Dated this 13th day of September, 1999.


                                     /s/ Robert Kropf
                                     __________________
                                     Robert Kropf


                           ARTICLES OF AMENDMENT
                    TO THE ARTICLES OF INCORPORATION
                                    OF
                          PROSPECTOR ENERGY, INC.

   Pursuant to the provisions of the Nevada Business Corporations Act, the
Undersigned corporation adopts the following amendment to the Articles of
Incorporation by way of shareholder consent.

      1. The following amendment of the Articles of Incorporation was adopted
by a majority of the shareholders of the company effective September 20, 1999.
Said articles are hereby amended and shall read as follows:
 ---------------------------------------------------------------------------
                               Article I
                                 Name

   The name of the corporation is PEOPLE'S WAY.COM, INC.

                              Article IV
                            Capitalization

   Section 1.  The authorized capital of this corporation shall consist of the
following stock:
      a.  One hundred million shares, $0.001 par value.  Each...
 ---------------------------------------------------------------------------
   2.  Additionally, the shareholders consented to a reverse split of the
Company's common stock on a 400 to 1 basis.

   3.  The number of shares of the corporation outstanding at the time of
adoption was approximately 30,000,000; and the number of shares entitled to
vote thereon were the same.

   4.  The number of shares voting in favor of the section was 24,020,000.
The shareholders consenting to the action represent a majority of the issued
and outstanding shares.

     Dated this 21st day of September, 1999.

                                  /s/ Robert Kropf
                                  _________________
                                  Robert Kropf, President

/s/ Robert Kropf
________________
Robert Kropf, Secretary


                             ARTICLES OF AMENDMENT
                      TO THE ARTICLES OF INCORPORATION
                                      OF
                             PEOPLE'S WAY.COM, INC.


   Pursuant to the provisions of the Nevada Business Corporations Act, the
Undersigned corporation adopts the following corrective amendment to the
Articles of Incorporation by way of shareholder consent.

   1. The following amendment of the Articles of Incorporation was adopted by
consent of a majority of the shareholders of the company effective September
20, 1999. Said articles are hereby amended and shall read as follows:

 ---------------------------------------------------------------------------
                               ARTICLE I
                                 NAME

   The name of the corporation is Peoplesway.Com, Inc.
 ---------------------------------------------------------------------------

   2. The number of shares of the corporation outstanding at the time of
adoption was approximately 30,000,000; and the number of shares entitled to
vote thereon were the same.

   3. The number of shares voting in favor of the action was 24,020,000.  The
shareholders consenting to the action represented a majority of the issued and
outstanding shares.


     Effective the 21st day of September, 1999.


                                       /s/ Robert Kropf
                                       _________________
                                       Robert Kropf, President

/s/ Robert Kropf
_________________
Robert Kropf, Secretary



                          ARTICLES OF MERGER
                                 OF
                         PEOPLE'S WAY.COM, INC.
                         (A Utah Corporation)

                                INTO

                        PROSPECTOR ENERGY, INC.
                        (A Nevada Corporation)

   The Undersigned, being sole Director of Peoples Way.Com, Inc. (formerly
Prospector Energy, Inc.), a Utah corporation, and the sole officer and
director of Prospector Energy, Inc., a Nevada corporation, hereby certify as
follows:

   1.  A merger for the purpose of changing domicile has been approved by the
Board of Directors of People's Way.Com, Inc. and Prospector Energy, Inc.

   2.  Shareholders owning, 24,020,000 of the shares of common stock of
People's Way.Com, Inc., which number of shares is a majority of the
approximately 30,000,000 shares outstanding, voted in favor of such merger on
June 25, 1999.  The sole shareholder of Prospector Energy, Inc. voted for such
plan of merger on September 15, 1999.  A majority vote is sufficient for
authorizing the change of domicile.

   3.  A Notice, including a summary of the merger, was mailed to all
shareholders of the Utah Corporation on or about June 15, 1999.

   4.  Prospector Energy, Inc., a Nevada corporation, hereby agrees that it
will promptly pay to the dissenting shareholders, if any, of People's Way.Com,
Inc., a Utah Corporation, the amount, if any, to which they shall be entitled
under the provisions of the Utah Corporation Statutes with respect to the
rights of dissenting shareholders.

              Effective the 15th day of September, 1999.

PEOPLE'S WAY.COM, INC.                    PROSPECTOR ENERGY, INC.
A Utah Corporation A Nevada Corporation

/s/ Robert Kropf               /s/ Robert Kropf
____________________            ------------------
Robert Kropf                    Robert Kropf
President/Secretary             President/Secretary



ACQUISITION AGREEMENT

   This Agreement is entered into by, between and among Prospector Energy,
Inc., a corporation organized under the laws of the State of Nevada
(hereinafter the "Purchaser"), and the equity owners ("the Shareholders") of
Peoplesway.Com, Inc., a North Carolina corporation (hereinafter "the
Company").

Witnesseth:

   WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to sell,
all of the outstanding equity ownership of the Company in exchange for common
stock of the Purchaser;

   NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholders approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:

ARTICLE I
Shares to be Transferred and Shares to be Issued

   1. a.  On the closing date the Shareholders shall transfer to Purchaser
certificates representing the equity of the Company described in Schedule "A",
attached hereto and incorporated herein, which in the aggregate shall
represent all of the issued and outstanding Shares of the Company.  Such
certificates shall be duly endorsed in blank by Shareholders or accompanied by
duly executed certificate powers in blank with signatures guaranteed.
Alternatively, the Shareholders may assign their rights to the Shares if the
Shares  have not been physically issued in the form of certificates.

      b.  In exchange for the transfer of the equity of the Company pursuant
to sub-section 1.a. hereof,  Purchaser shall on the closing date and
contemporaneously with such transfer of the equity of the Company to it by the
Shareholders, or rights thereto, issue and deliver to the Shareholders
12,500,000 post-split Shares of the Purchaser in accordance with Schedule "B"
hereof.

   2. The parties intend that this acquisition and exchange of equity is to be
an exchange/transaction pursuant to Section 368(a)(1)(b) of the Internal
Revenue Code of the United States.

ARTICLE II
Representations and Warranties of Shareholders

     2.01     Ownership of Equity.

   Shareholders are the record owners and holders of the number of fully paid
and non-assessable Shares of the Company listed in Schedule "A" hereto as of
the date hereof and will continue to own such Shares of the Company until the
delivery thereof to the Purchaser on the closing date and all such Shares are
or will be on the closing date owned free and clear of all liens,
encumbrances, charges and assessments of every nature and subject to no
restrictions with respect to transferability.  The Shareholders will have full
power and authority to assign and transfer their Shares of the Company in
accordance with the terms hereof.

ARTICLE III
Representations and Warranties of the Company and its Shareholders

     3.01     Capitalization

   Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
Shares of the Company owned by its Shareholders.

     3.02     Organization and Authority.

      (a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of North Carolina, with all requisite corporate
power and authority to own, operate and lease its properties and to carry on
its business as now being conducted, is duly qualified and in good standing in
every jurisdiction in which the property owned, leased or operated by it, or
the nature of the business conducted by it, makes such qualification necessary
to avoid material liability or material interference in its business
operations, and is not subject to any agreement, commitment or understanding
which restricts or may restrict the conduct of its business in any
jurisdiction or location.

      (b) The outstanding Shares of the Company are legally and validly
issued, fully paid and non-assessable.

      (c) The Company does not own five percent (5%) or more of the
outstanding stock of any corporation.

      (d) The minute book of the Company made available to Purchaser contains
complete and accurate records of all meetings and other corporate actions of
the Shareholders and the Managers (and any committee thereof) of the Company.

      (e) The minutes and books of the company contains a list of the
directors, officers, and Shareholders of Company and copies of the Articles of
Incorporation and Bylaws currently in effect of the Company.

      (f) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholders or the Board of the Directors of the
Company, violate any provision of the certificate/articles of incorporation or
bylaws of the Company, or any provisions thereof, or result in the
acceleration of any obligation under, any mortgage, lien, lease, agreement,
instrument, court order, arbitration award, judgment or decree to which the
Company is a party, or by which it is bound, and will not violate any other
restriction of any kind or character to which it is subject.

      (g) The authorized capital of the Company is one hundred thousand
(100,000) shares of no par value stock, of which one thousand (1,000) shares
shall are issuable at the time of the acquisition, but net yet issued.

     3.03     Financials.

      (a) Audited financial statements  (hereafter "financial statements") of
the Company, as of August 31, 1999, have been delivered by the Company to the
Purchaser The Financial Statements are accurate and constitute a fair
representation of the financial condition of the Company as of its date and
for the periods covered.

      (b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Company shown on the books of account on the statement date
and as incurred in the normal course of business since that date, are
collectible in the normal course of business.

      (c) The Company has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the balance sheet as of the statement date except as disposed of
in the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance sheet as
of the statement date and, in the case of real properties except for
rights-of-way and easements which do not adversely affect the use of such
property.

      (d) All currently used property and assets of the Company, or in which
it has an interest, or which it has in possession, are in good operating
condition and repair subject only to ordinary wear and tear.

     3.04     Changes Since the Statement Date.
   Since the financial statement date, except as disclosed herein, there will
not have been any material negative change in the financial position or assets
of the Company.

     3.05     Liabilities.
   There are no material liabilities of the Company, whether accrued,
absolute, contingent or otherwise, which arose or relate to any transaction of
the Company, its agents or servants occurring prior to the statement date,
which are not disclosed by or reflected in said financial statements, except
as disclosed herein.  There are no such liabilities of the Company which have
arisen or relate to any transaction of the Company, its agents or servants,
occurring since the statement date, other than normal liabilities incurred in
the normal conduct of the business of the Company, and none of which have a
material adverse effect on the business or financial condition of the Company,
except as disclosed herein.  As of the date hereof, there are no known
circumstances, conditions, happenings, events or arrangements, contractual or
otherwise, which may hereafter give rise to liabilities, except in the normal
course of business of the Company, except as disclosed herein.

     3.06     Taxes.
   All federal, state, county and local income, ad valorem, excise, profits,
franchise, occupation, property, sales, use gross receipts and other taxes
(including any interest or penalties relating thereto) and assessments which
are due and payable have been duly reported, fully paid and discharged as
reported by the Company, and there are no unpaid taxes which are, or could
become a lien on the properties and assets of the Company, except as provided
for in the financial statements of their date, or have been incurred in the
normal course of business of the Company since that date.  All tax returns of
any kind required to be filed have been filed and the taxes paid or accrued.

     3.07     Accuracy of All Statements Made by The Company.      No
representation or warranty by the Company and Shareholders in this Agreement,
nor any statement, certificate, schedule or exhibit hereto furnished or to be
furnished by or on behalf of the Shareholders pursuant to this Agreement, nor
any document or certificate delivered to Purchaser pursuant to this Agreement
or in connection with actions contemplated hereby, contains or shall contain
any untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.

ARTICLE IV
Representations and Warranties of Purchaser

   Purchaser represents and warrants as follows:

     4.01     Organization and Authority.

   The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, with full power and authority
to enter into and perform the transactions contemplated by this Agreement, and
with all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted, is duly
qualified and in good standing in every jurisdiction in which the property
owned, leased or operated by it, or the nature of the business conducted by
it, makes such qualification necessary to avoid material liability or material
interference in its business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the conduct of its
business in any jurisdiction or location.

      (a) The outstanding Shares of the Purchaser are legally and validly
issued, fully paid and non-assessable.

      (b) The Purchaser does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.

      (c) The minute book of the Purchaser  made available to the Company and
Shareholders contains complete and accurate records of all meetings and other
corporate actions of the shareholders and the Board of Directors (and any
committee thereof) of the Purchaser.

      (d) The corporate records contain a list of the officers, directors and
shareholders of the Purchaser and copies of the articles of incorporation and
by-laws currently in effect of the Purchaser.

      (e) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not violate any
provision of the certificate/articles of incorporation or bylaws of the
Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Purchaser is a
party, or by which it is bound, and will not violate any other restriction of
any kind or character to which it is subject.

      (f) The authorized capital stock of the Purchaser is thirty million
(30,000,000) shares of common stock, $.001 par value, of which approximately
three million (3,000,000)  shares of such stock will be issued and outstanding
at the time of closing (exclusive of the shares issued pursuant to the
acquisition).

     4.02     Performance of This Agreement.
   The execution and performance of this Agreement and the issuance of stock
contemplated hereby have been authorized by the board of directors of
Purchaser.

     4.03     Financials.

      (a) True copies of the financial statements of the Purchaser as of
December 31, 1998 have been delivered to  the Company.  The statements have
been examined and certified by certified public accountants.  Said financial
statements are true and correct in all material respects and present an
accurate and complete disclosure of the financial condition and earnings of
the Purchaser for the periods covered, in accordance with generally accepted
accounting principles applied on a consistent basis.

      (b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Purchaser shown on financial statement, and as incurred in
the normal course of business since that date, are collectible in the normal
course of business.

      (c) The Purchaser has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the aforementioned balance sheet, except as disposed of in the
normal course of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance sheet, and, in
the case of real properties, except for rights-of-way and easements which do
not adversely affect the use of such property.

     4.04     Changes Since  Audit Date.
   Since the date of the financial statements, except as disclosed in writing,
there has not been any material change in the financial position or assets of
the Purchaser.

     4.05     Accuracy of All Statements Made by Purchaser.        No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document or
certificate delivered to the Company or the Shareholders pursuant to this
Agreement or in connection with actions contemplated hereby, contains or shall
contain any untrue statement of material fact or omits or shall omit a
material fact necessary to make the statement contained therein not
misleading.

     4.06     Legality of Shares to be Issued.
   The shares of common stock of Purchaser to be delivered pursuant to this
Agreement, when so delivered, will have been duly and validly authorized and
issued by Purchaser and will be fully paid and non-assessable.

     4.07     No Covenant as to Tax Consequences.
   It is expressly understood and agreed that neither Purchaser nor its
officers or agents has made any warranty or agreement, expressed or implied,
as to the tax consequences of the transactions contemplated by this Agreement
or the tax consequences of any action pursuant to or growing out of this
Agreement.

     4.08   Securities Matters.
   The Purchaser is not aware of any formal or informal investigation of the
Purchaser or its securities by any governmental or non-governmental regulatory
agency.

ARTICLE V
Covenants of Shareholders

     5.01     Access to Information.
   Purchaser and its authorized representatives shall have full access during
normal business hours to all properties, books, records, contracts and
documents of the Company, and the Company shall furnish or cause to be
furnished to Purchaser and its authorized representative all information with
respect to its affairs and business of the Company as Purchaser may reasonably
request.

     5.02     Actions Prior to Closing.
   From and after the date of this Agreement and until the closing date, the
Company shall not materially alter its business.

     5.03    Limitation of Subsequent Corporate Actions.        It is
expressly understood and agreed that the Company, the Shareholders, and their
affiliates, will take all steps necessary to ensure that for a period of
eighteen months:

      A)  there shall be no reverse split of the Company's common stock;

      B)   that the assets of the Company shall remain in the Company as part
of its business operations;

      C)  that the Company will not issue shares for any consideration less
than $2 per share.

 ARTICLE VI
Conditions Precedent to Purchaser's Obligations

   Each and every obligation of Purchaser to be performed on the closing date
shall be subject to the satisfaction of the Purchaser of the following
conditions:

     6.01     Truth of Representations and Warranties.
   The representations and warranties made by the Company and Shareholders in
this Agreement or given on its behalf hereunder shall be substantially
accurate in all material respects on and as of the closing date with the same
effect as though such representations and warranties had been made or given on
and as of the closing date.

     6.02     Compliance with Covenants.
   Shareholders shall have performed and complied with all obligations under
this Agreement which are to be performed or complied with by them prior to or
on the closing date, including the delivery of the closing documents specified
hereafter.

     6.03     Absence of Suit.
   No action, suit or proceedings before any court or any governmental or
regulatory authority shall have been commenced or threatened and, no
investigation by any governmental or regulatory authority shall have been
commenced, against the Shareholders, the Company or any of the affiliates,
associates, officers or directors of any of them, seeking to restrain, prevent
or change the transactions contemplated hereby, or questioning the validity or
legality of any such transactions, or seeking damages in connection with any
of such transactions.

     6.04     Receipt of Approvals, Etc.
   All approvals, consents and/or waivers that are necessary to effect the
transactions contemplated hereby shall have been received.

     6.05     No Material Adverse Change.
   As of the closing date there shall not have occurred any material adverse
change which materially impairs the ability of the Company to conduct its
business or the earning power thereof on the same basis as in the past.

     6.06     Accuracy of Financial Statement.
   Purchaser and its representatives shall be satisfied as to the accuracy of
all balance sheets, statements of income and other financial statements of the
Company furnished to Purchaser herewith.

     6.07     Proceedings and Instruments
Satisfactory;                                       Certificates.
   All proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may request shall have
been delivered to Purchaser.  The Company and the Shareholders shall have
delivered certificates in such detail as Purchaser may request as to
compliance with the conditions set forth in this Article.

ARTICLE VII
Conditions Precedent to Obligations
of the Company and Shareholders

   Each and every obligation of the Company and Shareholders to be performed
on the closing date shall be subject to the satisfaction prior thereto of the
following conditions:
          7.01     Truth of Representations and Warranties.
   The representations and warranties of Purchaser contained in this Agreement
shall be true at and as of the closing date as though such representations and
warranties were made at and as of the transfer date.

     7.02     Purchaser's Compliance with Covenants.               Purchaser
shall have performed and complied with its obligations under this Agreement
which are to be performed or complied with by it prior to or on the closing
date.

     7.03     Absence of Suit.
   No action, suit or proceedings before any court or any governmental or
regulatory authority shall have been commenced or threatened and, no
investigation by any governmental or regulatory authority shall have been
commenced against Purchaser, or any of the affiliates, associates, officers or
directors of the Purchaser seeking to restrain, prevent or change the
transactions contemplated hereby, or questioning the validity or legality of
any such transactions, or seeking damages in connection with any of such
transactions.

     7.04     Receipt of Approvals, Etc.
   All approvals, consents and/or waivers that are necessary to effect the
transactions contemplated hereby shall have been received.

     7.05     No Material Adverse Change.
   As of the closing date there shall not have occurred any material adverse
change which materially impairs the ability of the Purchaser to conduct its
business or the earning power thereof on the same basis as in the past.

     7.06     Accuracy of Financial Statements.
   The Company and the Shareholders shall be satisfied as to the accuracy of
all balance sheets, statements of income and other financial statements of the
Purchaser furnished to the Company herewith.

     7.07     Proceedings and Instruments Satisfactory;  Certificates.
   All proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Company may request shall have
been delivered to the Company.  The Purchaser shall have delivered
certificates in such detail as the Shareholders may request as to compliance
with the conditions set forth in this Article.


ARTICLE VIII
Indemnification

   The Company shall indemnify Purchaser for any loss, cost, expense or other
damage suffered by Purchaser resulting from, arising out of, or incurred with
respect to the falsity or the breach of any representation, warranty or
covenant made by the Company herein, and any claims arising from the
operations of the Company prior to the closing date.  Purchaser shall
indemnify and hold the Company and Shareholders harmless from and against any
loss, cost, expense or other damage (including, without limitation, attorneys'
fees and expenses) resulting from, arising out of, or incurred with respect
to, or alleged to result from, arise out of or have been incurred with respect
to, the falsity or the breach of any representation, covenant, warranty or
agreement made by Purchaser herein.

ARTICLE IX
Security Act Provisions

     9.1     Restrictions on Disposition of Shares.         Shareholders
covenant and warrant that the shares received are acquired for their own
accounts and not with the present view towards the distribution thereof and
will not dispose of such shares except (i) pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or (ii)
in any other transaction which, in the opinion of counsel, acceptable to
Purchaser, is exempt from registration under the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.  In order to effectuate the covenants of this
sub-section, an appropriate endorsement will be placed upon each of the
certificates of common stock of the Purchaser at the time of distribution of
such shares pursuant to this Agreement, and stop transfer instructions shall
be placed with the transfer agent for the securities.

     9.02      Notice of Limitation Upon Disposition.
   Each Shareholder is aware that the shares distributed pursuant to this
Agreement will not have been registered pursuant to the Securities Act of
1933, as amended; and, therefore, under current interpretations and applicable
rules, the shareholder will probably have to retain such shares for a period
of at least one year and at the expiration of such one year period sales may
be confined to brokerage transactions of limited amounts requiring certain
notification filings with the Securities and Exchange Commission and such
disposition may be available only if the Purchaser is current in its filings
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, or other public disclosure requirements, and the other limitations
imposed thereby on the disposition of shares of the Purchaser.  Additionally,
"affiliates" owning shares will be subject to additional restrictions limiting
sales.

     9.03      Limited Public Market for Common Shares.
   Each Shareholder acknowledges that the common shares being issued pursuant
to this agreement currently has a limited public market in which the shares
may be liquidated and there is no assurance that such public market will grow
or develop.

ARTICLE X
Closing

     10.01     Time.
   The closing of this transaction ("closing") shall be effective September 7,
1999.  Such date is referred to in this agreement as the "closing date."
Provided, however, that additional documents necessary to complete the
transaction may be executed and provided subsequent to the closing date.

     10.02     Documents To Be Delivered by Shareholders.
   At the closing Shareholders shall deliver to Purchaser the following
documents:

      (a) Certificates or assignments for all Shares of ownership of the
Company in the manner and form required by sub-section 1.01 hereof.

      (b) A certificate signed by the Management of the Company that the
representations and warranties made by the Company in this Agreement are true
and correct on and as of the closing date with the same effect as though such
representations and warranties had been made on or given on and as of the
closing date and that Shareholders have performed and complied with all of
their obligations under this Agreement which are to be performed or complied
with by or prior to or on the closing date.

      (c) A copy of the Bylaws of the Company certified by its secretary and a
copy of the Articles of Incorporation of the Company certified by the
secretary of state.

      (d) Certificates or letters from Shareholders evidencing the taking of
the shares in accordance with the provisions of this agreement and their
understanding of the restrictions thereunder.

      (e) Such other documents of transfer, certificates of authority and
other documents as Purchaser may reasonably request.

     10.03     Documents To Be Delivered by Purchaser.
    At the closing Purchaser shall deliver to Shareholders the following
documents:

      (a) Certificates for the number of shares of common stock of Purchaser
as determined in Article 1 hereof.

      (b) A certified copy of the duly adopted resolutions of the Board of
Directors of Purchaser authorizing or ratifying the execution and performance
of this Agreement and authorizing or ratifying the acts of its officers and
employees in carrying out the terms and provisions thereof.

ARTICLE XI
Termination and Abandonment

   This Agreement may be terminated and the transaction provided for by this
Agreement may be abandoned without liability on the part of any part to any
other, at any time before the closing date, or on a post closing basis as
provided previously herein:

      (a) By mutual consent of Purchaser, the Company and the Shareholders;

      (b) By Purchaser if any of the conditions provided for in Article 6 of
this Agreement have not been met and have not been waived in writing by
Purchaser.

      (c) By the Company if any of the conditions provided for in Article 7 of
this Agreement have not been met and have not been waived in writing by the
Company.

   In the event of termination and abandonment by any party as above provided
in this Article, written notice shall forthwith be given to the other party,
and each party shall pay its own expenses incident to preparation for the
consummation of this Agreement and the transactions contemplated hereunder.

ARTICLE XII
Miscellaneous

     12.01      Notices.
   All notices, requests, demands and other communications hereunder shall be
deemed to have been duly given, if delivered by hand or mailed, certified or
registered mail with postage prepaid:

      (a) If to The Company, Inc., or its Shareholders, to John F. Hanzel,
P.A. at 19425-G Liverpool Parkway, Cornelius, North Carolina 28031, or to such
other person and place as the Company and its Shareholders shall furnish to
Purchaser in writing.

      (b) If to Purchaser, to Nathan W. Drage at 6975 South Union Park Center,
Suite 600, Salt Lake City, Utah 84047, or to such other person and place as
Purchaser shall furnish to Company in writing.
      12.02     Announcements.
   Announcements concerning the transactions provided for in this Agreement by
either the Company or Purchaser shall be subject to the approval of the other
in all essential respects, except that the approval of the Company shall not
be required as to any statements and other information which Purchaser may
submit to its shareholders.

      12.03     Default.
   Should any party to this Agreement default in any of the covenants,
conditions, or promises contained herein, the defaulting party shall pay all
costs and expenses, including a reasonable attorney's fee, which may arise or
accrue from enforcing this Agreement, or in pursuing any remedy provided
hereunder or by the statutes of the State of Nevada, United States of America.

     12.04     Assignment.
   This Agreement may not be assigned in whole or in part by the parties
hereto without the prior written consent of the other party or parties, which
consent shall not be unreasonably withheld.

     12.05     Successors and Assigns.
   This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and assigns.

     12.06     Holidays.
   If any obligation or act required to be performed hereunder shall fall due
on a Saturday, Sunday or other day which is a legal holiday established by the
State of Nevada, such obligation or act may be performed on the next
succeeding business day with the same effect as if it had been performed upon
the day appointed.

     12.07     Computation of Time.
   The time in which any obligation or act provided by this Agreement is to be
performed is computed by excluding the first day and including the last,
unless the last day is a holiday, in which event such day shall also be
excluded.

     12.08     Governing Law and Venue.
   This Agreement shall be governed by and interpreted pursuant to the laws of
the Sate of Nevada.  Any action to enforce the provisions of this Agreement
shall be brought in a court of competent jurisdiction within the State of
Nevada and in no other place.

     12.09     Partial Invalidity.
    If any term, covenant, condition or provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement or application of
such term or provision to persons or circumstances other than those as to
which it is held to be invalid or unenforceable shall not be affected thereby
and each term, covenant, condition or provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law.

     12.10     No Other Agreements.
   This Agreement constitutes the entire Agreement between the parties and
there are and will be no oral representations which will be binding upon any
of the parties hereto.

     12.11     Rights are Cumulative.
   The rights and remedies granted hereunder shall be in addition to and
cumulative of any other rights or remedies provided under the laws of the
State of Nevada.

     12.12      Waiver.
   No delay or failure in the exercise of any power or right shall operate as
a waiver thereof or as an acquiescence in default.  No single or partial
exercise of any power or right hereunder shall preclude any other or further
exercise thereof or the exercise of any other power or right.

     12.13     Survival of Covenants, Etc.
   All covenants, representations, and warranties made herein to any parties
or in any statement or document delivered to any party hereto, shall survive
the making of this Agreement and shall remain in full force and effect until
the obligations of such party hereunder have been fully satisfied.

     12.14     Further Action.
   The parties hereto agree to execute and deliver such additional documents
and to take such other and further action as may be required to carry out
fully the transaction(s) contemplated herein.

     12.15     Amendment.
   This Agreement or any provision hereof may not be changed, waived,
terminated or discharged except by means of a written supplemental instrument
signed by the party or parties against whom enforcement of the change, waiver,
termination, or discharge is sought.

     12.16     Headings.
    The descriptive headings of the various Sections or parts of this
Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

     12.17     Counterparts.
    This agreement may be executed in two or more partially or fully executed
counterparts, each of which shall be deemed an original and shall bind the
signatory, but all of which together shall constitute but one and the same
instrument, provided that Purchaser shall have no obligations hereunder until
all Shareholders have become signatories hereto.

   IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement effective the 1st day of September, 1999.

                                           PROSPECTOR ENERGY, INC.

                                           By /s/ Robert Kropf
                                           --------------------
                                           Robert Kropf, Vice President

Company:                                   PEOPLESWAY.COM, INC.

                                           By /s/ Donald R. Monroe
                                           -----------------------
                                           Donald R. Monroe, Chairman

SHAREHOLDERS:

Donald R. Monroe



SCHEDULE  A

     List of those persons to sell shares of Peoplesway.Com, Inc. pursuant to
the Acquisition Agreement and Plan of Reorganization.

Name                                        Shares To Be Purchased
Donald R. Monroe                          1,000




                       Total



                               SCHEDULE  B

     List of those persons to receive shares of Prospector Energy, Inc.
pursuant to the Acquisition Agreement and Plan of Reorganization.


Name                                        Shares To Be Issued
Donald R. Monroe                          12,500,000




                          Total



CERTIFICATE OF SHAREHOLDERS

           OF

PEOPLESWAY, COM, INC.


     Each of the undersigned shareholders (the "Shareholders") of
Peoplesway.Com, Inc., a North Carolina corporation (the "Company") represents
that they have performed all of the obligations to be preformed by them on or
before the Closing under the Acquisition Agreement and Plan of Reorganization
by and among Prospector Energy, Inc. a Nevada corporation, the Company and
Shareholders and that they have clear and unencumbered title and ownership to
the shares of the Company.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective
the 1st day of September, 1999.


/s/ Donald R. Monroe
- --------------------


                                 CERTIFICATE
                                     OF
                             PEOPLESWAY.COM, INC.


The undersigned, Donald R. Monroe, hereby certifies that he is the Chairman
of Peoplesway.Com, Inc. a North Carolina corporation (the "Company"), and
further certifies as follows:

1.  That the representations and warranties of the Company contained in the
Acquisition Agreement and Plan of Reorganization (the "Agreement") by and
among Prospector Energy, Inc., a Nevada corporation, the Company and the
Shareholders of the Company, are true and correct at and as of the date
hereof.

2.  The obligations and covenants of the Company to be performed and observed
on or before the Closing as defined in the Agreement, have been duly performed
and observed.

3.  Except as otherwise disclosed in the Agreement, there has not occurred
since the date thereof any adverse change in the business, condition
(financial or otherwise), assets or liabilities of the Company or any event or
condition of any character adversely affecting the Company.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective
the 1st day of September, 1999.

Peoplesway.Com, Inc.


By /s/ Donald R. Monroe
- -----------------------
Donald R. Monroe, Chairman



                                   CERTIFICATE

                                      OF

                            PROSPECTOR ENERGY, INC.


The undersigned, Robert Kropf,  hereby certifies that he is the Vice President
and Secretary, of Prospector Energy, Inc. a Nevada corporation ("PEI"), and
further certifies as follows:

1.  That the representations and warranties of PEI contained in the
Acquisition Agreement and Plan of Reorganization (the "Agreement"), by and
among PEI, Peoplesway.Com, Inc. a North Carolina corporation, and the
Shareholders of Peoplesway.Com, Inc. are true and correct at and as of the
date hereof.

2.  The obligations and covenants of PEI to be performed and observed on or
before the Closing as defined in the Agreement, have been duly performed and
observed.

3.  Except as otherwise disclosed in the Agreement, there has not occurred
since the date thereof, any adverse change in the business, condition
(financial or otherwise), assets or liabilities of PEI or any event or
condition of any character adversely affecting PEI.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective
the 1st day of September, 1999.


Prospector Energy, Inc.

By: /s/ Robert Kropf
- --------------------
Robert Kropf, Vice President



By:/s/ Robert Kropf
- --------------------
Robert Kropf, Secretary





March 13, 2000


Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 3 of Part 2 of the Form 10/A of Peoplesway (formerly
Prospector Energy, Inc.) and are in agreement with the statements contained
therein in so far as they related to our firm. We have no basis to agree or
disagree with other statements of the registrant contained therein.

Very truly yours,

/s/
Jones, Jensen & Company



<TABLE> <S> <C>

<ARTICLE>          5


<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-START>                  JAN-01-1999
<PERIOD-END>                    DEC-31-1999
<CASH>                          (1,095)
<SECURITIES>                    0
<RECEIVABLES>                   0
<ALLOWANCES>                    0
<INVENTORY>                     0
<CURRENT-ASSETS>                (1,095)
<PP&E>                          0
<DEPRECIATION>                  0
<TOTAL-ASSETS>                  (1,095)
<CURRENT-LIABILITIES>           29,012
<BONDS>                         0
           0
                     0
<COMMON>                        15,607
<OTHER-SE>                      (46,714)
<TOTAL-LIABILITY-AND-EQUITY>    (1,095)
<SALES>                         280,166
<TOTAL-REVENUES>                280,166
<CGS>                           165,486
<TOTAL-COSTS>                   145,787
<OTHER-EXPENSES>                0
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              0
<INCOME-PRETAX>                 (31,107)
<INCOME-TAX>                    0
<INCOME-CONTINUING>             (31,107)
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    (31,107)
<EPS-BASIC>                   (.01)
<EPS-DILUTED>                   (.01)



</TABLE>


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