U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 8-K / A
AMENDMENT 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

August 6, 2004
Date of Report (date of earliest event reported)

PEOPLESWAY.COM, INC.
Exact Name of Registrant as Specified in its Charter

          Nevada                   000-28657               87-0374559
---------------------------     ---------------      ----------------------
State or Other Jurisdiction     Commission File      IRS Employer Identifi-
of Incorporation                Number               cation Number

2969 Interstate Street, Charlotte, North Carolina 28208

Address of Principal Executive Office, Including Zip Code

(704) 393-7591
Registrant's Telephone Number, Including Area Code

N/A
Former Name or Former Address, if Changed Since Last Report

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

(a) On July 19, 2004, Perrella & Associates, P.A., auditors for Peoplesway.com, Inc. ("Registrant") resigned.

(b) Perrella & Associates, P.A.'s reports on the Registrant's financial statements the fiscal years ended March 31, 2002 and March 31, 2003, contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to the uncertainty, audit scope or accounting principles. In connection with the prior audits for the fiscal years ended March 31, 2002 and March 31, 2003 there have been no disagreements with Perrella & Associates, P.A. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to the satisfaction of Perrella & Associates, P.A. would have caused it to make reference to the subject matter of the disagreement in connection with its report on these financial statements for those periods.

(c) The Registrant's Board of Directors has made the decision to engage another auditor. The Registrant does not have an audit committee.

(d) On or about July 20, 2004, the Registrant engaged Killman, Murrell & Company, PC as its independent auditors.

(e) The decision to engage the new accounting firm was recommended and approved by the Registrant's Board of Directors.

(f) Prior to making the decision to retain Killman, Murrell & Company, PC, the Registrant has had no prior relationship with Killman, Murrell & Company, PC or any of its members.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) EXHIBITS.

Exhibit 24.1A Letter from Perrella & Associates, PA Exhibit 24.2 Letter from Killman, Murrell & Company, PC *

* Previously Filed

SIGNATURE

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

PEOPLESWAY.COM, INC.

Dated: August 6, 2004                       By: /s/ E.M.Johnston
                                                -----------------------
                                                E.M.Johnston
                                                Chief Executive Officer

                                            By: /s/ Matt Monroe
                                                ---------------------
                                                Matt Monroe
                                                President


PERRELLA & ASSOCIATES, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

555 S. POWERLINE ROAD
POMPANO BEACH, FLORIDA 33069-3018
TELE:(954)979-5353
FAX: (954)979-6695

August 6, 2004

Securities and Exchange Commission
450 Fifth Street, N W
Washington, D C 20549

RE: Peoplesway.com, Inc
File Ref No 000-28657

We were previously the principal accountant for Peoplesway.com, Inc and, under the date of August 20, 2003, we reported on the financial statements of Peoplesway.com, Inc as of March 31, 2003 and for the years ended March 31, 2003 and 2002. On July 19, 2004, we resigned as principal accountant for Peoplesway.com, Inc. We have read Peoplesway.com, Inc.'s statements included under Item 4 of its Form, 8-K dated July 20, 2004, and amended August 6, 2004, and we agree with such statements.

Very truly yours,

/s/ Ted L.Perella
-----------------
Ted L. Perrella, CPA
For The Firm