AS  FILED  WITH  THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 2001
                                                REGISTRATION  NO.  33-_________
-----------------------------------------------------------------------------

                                  UNITED  STATES
                      SECURITIES  AND  EXCHANGE  COMMISSION
                               Washington,  D.C.  20549


                        FORM  S-8  REGISTRATION  STATEMENT
                        UNDER  THE  SECURITIES  ACT  OF  1933


                              Peoplesway.com,  Inc.
              ------------------------------------------------------
              (Exact  name  of  Registrant  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


                            PEOPLESWAY.COM,  INC.
                            2001  INCENTIVE  PLAN
                          ------------------------
                          (Full  title  of  the  plan)


                          Matthew  M.  Monroe,  President
                             Peoplesway.com,  Inc.
                             2969  Interstate  Street
                         Charlotte,  North  Carolina  28208
                                (704)  393-1860
           ---------------------------------------------------------
           (Name,  address,  including  zip  code,  and  telephone  number,
                 including  area  code,  of  agent  for  service)

                                    Copy  to:

                            Stanley  F.  Freedman,  Esq.
                        Krys  Boyle  Freedman  &  Sawyer,  P.C.
                       600  Seventeenth  Street,  Suite  2700S
                            Denver,  Colorado  80202
                                (303)  893-2300

If  any  of  the  securities  registered  on  this  Form  are to be offered on a
delayed  or  continuous  basis  pursuant  to  Rule  415 under the Securities Act
of  1933,  other  than  securities  offered  only in connection with dividend or
interest  reinvestment  plans,  check  the  following  box.  [X]


<PAGE>
                     CALCULATION  OF  REGISTRATION  FEE

-----------------------------------------------------------------------------
                                              Proposed  Maximum  Amount  of
Title  of  Class  of Securities  Amount to be Aggregate          Registration
to  be  Registered               Registered   Offering  Price(1) Fee
-----------------------------------------------------------------------------

Common  Stock, $.001 Par Value   1,000,000    $605,000           $151.25
                                 shares
-----------------------------------------------------------------------------

(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of
registration  fee based on the average of the bid and ask prices of Registrant's
Common  Stock  in  the  pink  sheets  on  October  9,  2001.







<PAGE>
                                PART  II

           INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT


Item  3.  Incorporation  of  Documents  by  Reference.

         The following documents that we have filed with the Commission shall be
deemed to be incorporated in this registration statement and to be a part hereof
from  the  date  of  the  filing  of  such  documents:

     1.  Registrant's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2001 filed pursuant to Section 13(a) of the Exchange Act on August 14, 2001.

     2.  Registrant's  Annual  Report  on  Form  10-KSB  for Registrant's fiscal
year  ended  March 31, 2001, filed pursuant to Section 13(a) of the Exchange Act
on  July  16,  2001.

     3.  Registrant's Current Report on Form 8-K filed pursuant to Section 13(a)
of  the  Exchange  Act  on  June  21,  2001.

     4.  Description of Registrant's Common Stock, $.001 par value, as set forth
in  Item 8 of Amendment No. 4 to the Registrant's Registration Statement on Form
10-SB  filed  with  the  Commission  on  March  23,  2001.

     5.  All  documents  filed  by  us,  subsequent  to  the  date  of  this
registration  statement,  pursuant to Sections 13(a), 13(c), 14 or 15(d) of  the
Securities  Exchange  Act  of  1934,  prior  to  the termination of the offering
described  herein.

Any  statement contained in a document incorporated by reference herein shall be
deemed  to  be  modified  or  superseded  for  all purposes to the extent that a
statement  contained in this registration statement or in any other subsequently
filed  document  which  is  also  incorporated  herein  by reference modifies or
replaces such statement.  Any such statement so modified or superseded shall not
be  deemed,  except  as  so modified or superseded, to constitute a part of this
registration  statement.

Item  4.  Description  of  Securities.

         Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.

         Not  applicable.

Item  6.  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  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  determines  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.

Item  7.  Exemption  From  Registration  Claimed.

         Not  applicable.

Item  8.  Exhibits.

  EXHIBIT
  NUMBER         DESCRIPTION                             LOCATION

  4.1     Articles  of  Incorporation             Incorporated  by  reference
                                                  to  Exhibit  3(i)  to  the
                                                  Registrant's  Form  10-SB
                                                  Registration  Statement

  4.2     Bylaws                                  Incorporated  by  reference
                                                  to  Exhibit  3(ii)  to  the
                                                  Registrant's  Form  10-SB
                                                  Registration  Statement

  5.1     Opinion  of  Krys  Boyle                Filed  electronically
          Freedman  &  Sawyer,  P.C.              herewith

 23.1     Consent  of  Krys  Boyle                Contained  in  Exhibit  5.1
          Freedman  &  Sawyer,  P.C.

 23.2     Consent  of  Michael  J.  Bongiovanni,  Filed  electronically
          Certified  Public  Accountant           herewith

 23.3     Consent of  Parella  & Associates, P.A. Filed  electronically
                                                  herewith


Item  9.  Undertakings.

         The  undersigned  Registrant  hereby  undertakes:

         (1)  To  file,  during  any  period  in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:

         To  include  any  material  information  with  respect  to  the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement;

         (2)  That,  for  the  purpose  of  determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a  new  registration  statement  relating  to  the  securities  offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof;  and

         (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.


<PAGE>
         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
         Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.





<PAGE>
                              SIGNATURES

         Pursuant  to  the  requirements  of  the  Securities  Act  of 1933, the
Registrant  certifies  that  it  has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form  S-8  and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly authorized, in the City of Charlotte, State of North Carolina on
October  9,  2001.
                                    Peoplesway.com,  Inc.


                                   /s/  Matthew  M.  Monroe,  President
                                    By: ____________________________________
                                        Matthew  M.  Monroe,  President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  dates  indicated.

SIGNATURES                         TITLE                       DATE



/s/  Donald  R.  Monroe            Chairman of the             October 9, 2001
___________________________        Board
Donald  R.  Monroe


/s/  Matthew  M.  Monroe            President                  October  9, 2001
___________________________         and  Director
Matthew  M.  Monroe


/s/  Eugene  M.  Johnston           CEO, Secretary/            October 9, 2001
___________________________         Treasurer  and  Director
Eugene  M.  Johnston
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 15283}]
{"company-data": {"conformed-name": "PEOPLESWAY COM INC", "cik": "0001101816", "assigned-sic": "7389", "irs-number": "870374559", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71446", "film-number": "1757340"}, "business-address": {"street1": "2969 INTERSTATE STREET", "city": "CHARLOTTE", "state": "NC", "zip": "28208"}}
AS  FILED  WITH  THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 2001
                                                REGISTRATION  NO.  33-_________
-----------------------------------------------------------------------------

                                  UNITED  STATES
                      SECURITIES  AND  EXCHANGE  COMMISSION
                               Washington,  D.C.  20549

                        FORM  S-8  REGISTRATION  STATEMENT
                        UNDER  THE  SECURITIES  ACT  OF  1933

                              Peoplesway.com,  Inc.
              ------------------------------------------------------
              (Exact  name  of  Registrant  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

                            PEOPLESWAY.COM,  INC.
                            2001  INCENTIVE  PLAN
                          ------------------------
                          (Full  title  of  the  plan)

                          Matthew  M.  Monroe,  President
                             Peoplesway.com,  Inc.
                             2969  Interstate  Street
                         Charlotte,  North  Carolina  28208
                                (704)  393-1860
           ---------------------------------------------------------
           (Name,  address,  including  zip  code,  and  telephone  number,
                 including  area  code,  of  agent  for  service)

                                    Copy  to:

                            Stanley  F.  Freedman,  Esq.
                        Krys  Boyle  Freedman  &  Sawyer,  P.C.
                       600  Seventeenth  Street,  Suite  2700S
                            Denver,  Colorado  80202
                                (303)  893-2300

If  any  of  the  securities  registered  on  this  Form  are to be offered on a
delayed  or  continuous  basis  pursuant  to  Rule  415 under the Securities Act
of  1933,  other  than  securities  offered  only in connection with dividend or
interest  reinvestment  plans,  check  the  following  box.  [X]
CALCULATION  OF  REGISTRATION  FEE

-----------------------------------------------------------------------------
                                              Proposed  Maximum  Amount  of
Title  of  Class  of Securities  Amount to be Aggregate          Registration
to  be  Registered               Registered   Offering  Price(1) Fee
-----------------------------------------------------------------------------

Common  Stock, $.001 Par Value   1,000,000    $605,000           $151.25
                                 shares
-----------------------------------------------------------------------------

(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of
registration  fee based on the average of the bid and ask prices of Registrant's
Common  Stock  in  the  pink  sheets  on  October  9,  2001.
PART  II

           INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference.

         The following documents that we have filed with the Commission shall be
deemed to be incorporated in this registration statement and to be a part hereof
from  the  date  of  the  filing  of  such  documents:

     1.  Registrant's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2001 filed pursuant to Section 13(a) of the Exchange Act on August 14, 2001.

     2.  Registrant's  Annual  Report  on  Form  10-KSB  for Registrant's fiscal
year  ended  March 31, 2001, filed pursuant to Section 13(a) of the Exchange Act
on  July  16,  2001.

     3.  Registrant's Current Report on Form 8-K filed pursuant to Section 13(a)
of  the  Exchange  Act  on  June  21,  2001.

     4.  Description of Registrant's Common Stock, $.001 par value, as set forth
in  Item 8 of Amendment No. 4 to the Registrant's Registration Statement on Form
10-SB  filed  with  the  Commission  on  March  23,  2001.

     5.  All  documents  filed  by  us,  subsequent  to  the  date  of  this
registration  statement,  pursuant to Sections 13(a), 13(c), 14 or 15(d) of  the
Securities  Exchange  Act  of  1934,  prior  to  the termination of the offering
described  herein.

Any  statement contained in a document incorporated by reference herein shall be
deemed  to  be  modified  or  superseded  for  all purposes to the extent that a
statement  contained in this registration statement or in any other subsequently
filed  document  which  is  also  incorporated  herein  by reference modifies or
replaces such statement.  Any such statement so modified or superseded shall not
be  deemed,  except  as  so modified or superseded, to constitute a part of this
registration  statement.

Item  4.  Description  of  Securities.

         Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.

         Not  applicable.

Item  6.  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  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  determines  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.

Item  7.  Exemption  From  Registration  Claimed.

         Not  applicable.

Item  8.  Exhibits.

  EXHIBIT
  NUMBER         DESCRIPTION                             LOCATION

  4.1     Articles  of  Incorporation             Incorporated  by  reference
                                                  to  Exhibit  3(i)  to  the
                                                  Registrant's  Form  10-SB
                                                  Registration  Statement

  4.2     Bylaws                                  Incorporated  by  reference
                                                  to  Exhibit  3(ii)  to  the
                                                  Registrant's  Form  10-SB
                                                  Registration  Statement

  5.1     Opinion  of  Krys  Boyle                Filed  electronically
          Freedman  &  Sawyer,  P.C.              herewith

 23.1     Consent  of  Krys  Boyle                Contained  in  Exhibit  5.1
          Freedman  &  Sawyer,  P.C.

 23.2     Consent  of  Michael  J.  Bongiovanni,  Filed  electronically
          Certified  Public  Accountant           herewith

 23.3     Consent of  Parella  & Associates, P.A. Filed  electronically
                                                  herewith

Item  9.  Undertakings.

         The  undersigned  Registrant  hereby  undertakes:

         (1)  To  file,  during  any  period  in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:

         To  include  any  material  information  with  respect  to  the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement;

         (2)  That,  for  the  purpose  of  determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a  new  registration  statement  relating  to  the  securities  offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof;  and

         (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.
The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
         Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.
SIGNATURES

         Pursuant  to  the  requirements  of  the  Securities  Act  of 1933, the
Registrant  certifies  that  it  has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form  S-8  and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly authorized, in the City of Charlotte, State of North Carolina on
October  9,  2001.
                                    Peoplesway.com,  Inc.

                                   /s/  Matthew  M.  Monroe,  President
                                    By: ____________________________________
                                        Matthew  M.  Monroe,  President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  dates  indicated.

SIGNATURES                         TITLE                       DATE

/s/  Donald  R.  Monroe            Chairman of the             October 9, 2001
___________________________        Board
Donald  R.  Monroe

/s/  Matthew  M.  Monroe            President                  October  9, 2001
___________________________         and  Director
Matthew  M.  Monroe

/s/  Eugene  M.  Johnston           CEO, Secretary/            October 9, 2001
___________________________         Treasurer  and  Director
Eugene  M.  Johnston