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

                                   FORM 10-QSB

     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
          ACT OF 1934

          For the Quarterly Period Ended January 31, 2005

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from _________ to _________

                        Commission File Number: 000-27097

                            ICBS INTERNATIONAL CORP.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                 Florida                                      98-0215778
     -------------------------------                     ---------------------
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification Number)


                          980 Post Road East, 2nd Floor
                           Westport, Connecticut 06880
                   ------------------------------------------
                    (Address of principal executive offices)

                                  203-401-8089
                           --------------------------
                           (Issuer's telephone number)

                          205 Church Street, Suite 340
                          New Haven, Connecticut 06510
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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

As of March 21, 2005, the Company had 33,871,680  issued, and outstanding shares
of its $.001 par value common stock.

Transitional Small Business Disclosure Format:  Yes [ ]   No [X]

Documents incorporated by reference:  None.


                                        1
<PAGE>
                            ICBS INTERNATIONAL CORP.

                                      INDEX


PART  I.  FINANCIAL INFORMATION

     Item 1. Condensed Consolidated Financial Statements (Unaudited):

          Condensed   Consolidated   Balance   Sheet  as  of  January  31,  2005
          (Unaudited)

          Condensed Consolidated Statements of Operations - For the Three Months
          Ended January 31, 2005 and 2004 (Unaudited)

          Condensed Consolidated Statements  of Operations - For  the Six Months
          Ended January 31, 2005 and 2004 (Unaudited)

          Condendensed Consolidated Statements of  Cash Flows  - For  the  Three
          Months Ended January 31, 2005 and 2004 (Unaudited)

          Condensed Consolidated Statements of Cash  Flows - For the Six  Months
          Ended January 31, 2005 and 2004 (UNAUDITED)

          Notes to Condensed Consolidated Financial Statements

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


PART  II.  OTHER INFORMATION

     Item  1.  Legal Proceedings

     Item  2.  Changes in Securities and Use of Proceeds

     Item  3.  Defaults Upon Senior Securities

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

     Item  5.  Other Information

     Item  6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                        2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES

                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2005 AND 2004


                                        3
<PAGE>

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            JANUARY 31, 2005 AND 2004


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):


Condensed Consolidated Balance Sheet as of January 31, 2005 (UNAUDITED)

Condensed  Consolidated  Statements  of  Operations  for the Three  Months Ended
  January 31, 2005 and 2004 (UNAUDITED)

Condensed  Consolidated  Statements  of  Operations  for  the  Six  Months Ended
  January 31, 2005 and 2004 (UNAUDITED)

Condensed  Consolidated  Statements  of Cash  Flow for the  Three  Months  Ended
  January 31, 2005 and 2004 (UNAUDITED)

Condensed  Consolidated  Statements  of  Cash  Flow for  the  Six  Months  Ended
  January 31, 2005 and 2004 (UNAUDITED)

Notes to Condensed Consolidated Financial Statements


                                        4
<PAGE>

<TABLE>
<CAPTION>
                   ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                          JANUARY 31, 2005 (UNAUDITED)


                                     ASSETS

<S>                                                                             <C>
TOTAL ASSETS                                                                    $       -
                                                                                ============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                              $   113,440
                                                                                ------------

TOTAL CURRENT LIABILITIES                                                           113,440
                                                                                ------------

STOCKHOLDERS' (DEFICIT)

  Class A Special Voting stock, no par value; 120,000,000 shares authorized
   and 2,000,000 shares issued and outstanding                                          -
  Common stock, $.001 par value; 300,000,000 shares authorized
    and 15,207,173  shares issued and outstanding                                    15,207
  Additional paid-in capital                                                      1,063,562
  Comprehensive income (loss)                                                          (235)
  Accumulated deficit                                                            (1,191,947)
                                                                                ------------

        Total stockholders' (deficit)                                              (113,440)
                                                                                ------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                   $       -
                                                                                ============
</TABLE>

The  accompanying  notes are in integral  part of these  condensed  consolidated
financial statements

                                        5
<PAGE>

<TABLE>
<CAPTION>
                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED JANUARY 31, 2005 AND 2004 (UNAUDITED)


                                                       2005             2004
                                                  -------------    -------------

OPERATING REVENUE
<S>                                                <C>              <C>
  Sales                                            $       -        $       -
                                                  -------------    -------------

OPERATING EXPENSES
  Compensation expense                                     -                -
  Professional fees                                      2,500            8,775
  General and administrative                             4,336              807
                                                  -------------    -------------

  Total Operating Expenses                               6,836            9,582
                                                  -------------    -------------

NET (LOSS) BEFORE PROVISION FOR INCOME TAXES            (6,836)          (9,582)
  Provision for income taxes                               -                -
                                                  -------------    -------------

NET LOSS APPLICABLE TO COMMON SHARES               $    (6,836)     $    (9,582)
                                                  =============    =============

NET LOSS PER BASIC AND DILUTED SHARES              $     (0.00)     $     (0.00)
                                                  =============    =============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                15,207,173       76,035,867
                                                  =============    =============
</TABLE>

The  accompanying  notes are in integral  part of these  condensed  consolidated
financial statements

                                        6
<PAGE>

<TABLE>
<CAPTION>
                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE SIX MONTHS ENDED JANUARY 31, 2005 AND 2004 (UNAUDITED)


                                                       2005             2004
                                                  -------------    -------------

OPERATING REVENUE
<S>                                                <C>              <C>
  Sales                                            $       -        $       -
                                                  -------------    -------------

OPERATING EXPENSES
  Compensation expense                                     -            219,000
  Professional fees                                      2,500           11,550
  General and administrative                             4,336            1,473
                                                  -------------    -------------

  Total Operating Expenses                               6,836          232,023
                                                  -------------    -------------

NET (LOSS) BEFORE PROVISION FOR INCOME TAXES            (6,836)        (232,023)
  Provision for income taxes                               -                -
                                                  -------------    -------------

NET LOSS APPLICABLE TO COMMON SHARES               $    (6,836)     $  (232,023)
                                                  =============    =============

NET LOSS PER BASIC AND DILUTED SHARES              $     (0.00)     $     (0.00)
                                                  =============    =============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                15,207,173       76,035,867
                                                  =============    =============
</TABLE>

The  accompanying  notes are in integral  part of these  condensed  consolidated
financial statements

                                        7
<PAGE>

<TABLE>
<CAPTION>
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
        FOR THE THREE MONTHS ENDED JANUARY 31, 2005 AND 2004 (UNAUDITED)


                                                       2005              2004
                                                   ------------     ------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                 <C>              <C>
  Net loss                                          $   (6,836)      $   (9,582)
                                                   ------------     ------------

  Changes in assets and liabilities
    Accounts payable                                     6,836            6,592
                                                   ------------     ------------
    Total adjustments                                    6,836            6,592
                                                   ------------     ------------

      Net cash (used in) operating activities             -              (2,990)
                                                   ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                -                -
                                                   ------------     ------------
      Net cash provided by financing activities           -                -
                                                   ------------     ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                 -              (2,990)
CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                   -               3,000
                                                   ------------     ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD           $     -          $       10
                                                   ============     ============

CASH PAID DURING THE YEAR FOR:
  Interest expense                                  $     -          $      -
                                                   ============     ============
  Income taxes                                      $     -          $      -
                                                   ============     ============
</TABLE>

The  accompanying  notes are in integral  part of these  condensed  consolidated
financial statements

                                        8
<PAGE>

<TABLE>
<CAPTION>
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
         FOR THE SIX MONTHS ENDED JANUARY 31, 2005 AND 2004 (UNAUDITED)


                                                       2005              2004
                                                   ------------     ------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                 <C>              <C>
  Net loss                                          $   (6,836)      $ (232,023)
                                                   ------------     ------------

  Changes in assets and liabilities
    Accounts payable                                     6,836           10,033
                                                   ------------     ------------
    Total adjustments                                    6,836           10,033
                                                   ------------     ------------

      Net cash (used in) operating activities             -            (221,990)
                                                   ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                -                -
  Proceeds from issuance of common stock, net                           219,000
                                                   ------------     ------------
      Net cash provided by financing activities           -             219,000
                                                   ------------     ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                 -              (2,990)
CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                   -               3,000
                                                   ------------     ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD           $     -          $       10
                                                   ============     ============

CASH PAID DURING THE YEAR FOR:
  Interest expense                                  $     -          $      -
                                                   ============     ============
  Income taxes                                      $     -          $      -
                                                   ============     ============
</TABLE>

The  accompanying  notes are in integral  part of these  condensed  consolidated
financial statements

                                        9
<PAGE>

                     ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            JANUARY 31, 2005 AND 2004

NOTE 1-   ORGANIZATION AND BASIS OF PRESENTATION
          --------------------------------------

          ICBS  International  Corp.  (the  "Company") is a business  consulting
          company  located  in  Greater   Montreal,   Canada  serving  companies
          throughout the world  intending to do business in Canada.  The Company
          owns a U.S.  licensed  broker-dealer  based  in New  York  City,  that
          specializes  in servicing  small to mid-sized  companies that cover an
          extensive range of services from taking companies public in the United
          States,  incorporation,  back-office administration to capital raising
          in a variety of industry sectors.  The Company has placed its emphasis
          on accounting, financial and administrative support for their clients.

          Effective  December  4,  2004,  a change  in  control  of the  Company
          occurred  in  conjunction   with  the  closing  under  an  Acquisition
          Agreement  dated  September  24,  2004,  between the Company and Inter
          Canadian  Business  Services,  Ltd. (a.k.a.  Service  D'affaires Inter
          Canadian Ltee.) a Canadian corporation.

          The closing under the Acquisition  Agreement  consisted of a stock for
          stock  exchange  in which the Company  acquired  all of the issued and
          outstanding common stock of Inter Canadian Business Services,  LTD. in
          exchange for the issuance of  86,173,987  shares of its common  stock,
          after a 5 for 1 reverse split of the Company's  outstanding shares. As
          a result of this transaction,  Inter Canadian Business Services,  Ltd.
          became a wholly owned subsidiary of the Company.

          Following the closing of the Acquisition Agreement, and an agreed to 5
          for 1 reverse split, the Company has 101,381,160  post-split shares of
          common  stock  outstanding.  This  101,381,160  shares of common stock
          consisted  of the issuance of the  86,173,987  common stock shares for
          the  exchange  of  Inter  Canadian  Business  Services,  Ltd.  and the
          pre-split 5 for 1 reverse split of the 76,035,867  common stock shares
          adjusted to 15,207,173  common stock shares.  The 86,173,987 shares of
          common stock have been issued to four different shareholders.

          The Company also had 2,000,000 post-split (10,000,000 pre-split) Class
          "A" Special Voting Shares outstanding.

          The Company changed its corporate  offices from Quebec,  Canada to New
          Haven,  Connecticut  in  accordance  with the  Acquisition  Agreement.
          Additionally,  on  November 7, 2004,  the Company  changed its name to
          ICBS International Corp.

          The condensed  consolidated  unaudited  interim  financial  statements
          included  herein have been prepared,  without  audit,  pursuant to the
          rules and regulations of the Securities and Exchange  Commission.  The
          condensed consolidated financial statements and notes are presented as
          permitted  on Form 10-QSB and do not contain  information  included in
          the  Company's  annual  consolidated  statements  and  notes.  Certain
          information and footnote  disclosures  normally  included in financial
          statements prepared in accordance with accounting principles generally
          accepted in the United States of America  (PCAOB) have been  condensed
          or  omitted  pursuant  to such  rules and  regulations,  although  the
          Company  believes  that  the  disclosures  are  adequate  to make  the
          information  presented  not  misleading.  It is  suggested  that these
          condensed  consolidated  financial  statements be read in  conjunction
          with  the  July  31,  2004  audited   financial   statements  and  the
          accompanying notes thereto. While management believes the procedures

                                        10
<PAGE>

                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            JANUARY 31, 2005 AND 2004

NOTE 1-   ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
          --------------------------------------

          followed  in  preparing   these   condensed   consolidated   financial
          statements  are  reasonable,  the  accuracy of the amounts are in some
          respects dependent upon the facts that will exist, and procedures that
          will be accomplished by the Company later in the year.

          These condensed  consolidated  unaudited financial  statements reflect
          all adjustments,  include normal recurring adjustments,  which, in the
          opinion of management,  are necessary for a fair  presentation  of the
          consolidated operations and cash flows for the periods presented.

NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

          Principles of Consolidation
          ---------------------------

          The  consolidated  financial  statements  include the accounts of ICBS
          International   Corp.   and   subsidiaries    (Formerly    BusinessWay
          International  Corp. and its subsidiaries).  As of July 31, 2004, only
          WTE Power Corp.  (currently inactive) and 3422336 Canada, Inc. (closed
          since  December  2002)  remain  as  subsidiaries.   Any  inter-company
          transactions  and balances have been  eliminated.  The newly  acquired
          company  effective  December 4, 2004 will be  consolidated  in the six
          months ended January 31, 2005 report.

          Property and Equipment
          ----------------------

          Property  and  equipment   when  acquired  will  be  stated  at  cost.
          Depreciation  will be computed using the  straight-line  and declining
          balance methods over the estimated useful lives of the assets;  two to
          five years for furniture and equipment,  and computer  equipment.  The
          Company assesses the  recoverability  of its fixed assets by comparing
          the projected  undiscounted net cash flows associated with the related
          asset or group of assets  over their  remaining  lives  against  their
          respective  carrying  amounts.  Impairment,  if any,  is  based on the
          excess of the carrying amount over the fair value of those assets.  If
          assets are  determined  to be  recoverable,  but the useful  lives are
          shorter than originally estimated, the net book value of the assets is
          depreciated  over the newly determined  remaining  useful lives.  When
          fixed  assets  are  retired  or  otherwise  disposed  of, the cost and
          related accumulated depreciation are removed from the accounts and the
          resulting gain or loss is included in operations.

          Net (Loss) Per Share
          --------------------

          Historical  net (loss) per common share is computed using the weighted
          average  number of common  shares  outstanding.  Diluted  earnings per
          share  (EPS)   includes   additional   dilution   from  common   stock
          equivalents,  such as stock issuable pursuant to the exercise of stock
          options and warrants.  Common stock  equivalents  were not included in
          the  computation  of  diluted  earnings  per  share  when the  Company
          reported a loss  because to do so would be  antidilutive  for  periods
          presented.

                                        11
<PAGE>

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            JANUARY 31, 2005 AND 2004

NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------

          Net (Loss) Per Share (continued)
          --------------------

          The following is a  reconciliation  of the  computation  for basic and
          diluted EPS:
<TABLE>
<CAPTION>
                                                       January 31,   January 31,
                                                         2005           2004
                                                      ------------  ------------
          <S>                                         <C>           <C>
          Net loss                                    $    (6,836)  $  (222,441)
                                                      ------------  ------------

          Weighted-average common shares
          Outstanding (Basic)                          15,207,173    15,207,173

          Weighted-average common stock
          Equivalents
             Stock options                                    -             -
             Warrants                                         -             -
                                                      ------------  ------------

          Weighted-average common shares
          Outstanding (Diluted)                        15,207,173    15,207,173
                                                      ============  ============
</TABLE>

          Options and warrants  outstanding  to purchase stock were not included
          in the  computation  of  diluted  EPS for  January  31,  2005 and 2004
          because inclusion would have been antidilutive.

          Options for Common Stock
          ------------------------

          The Company  uses the  intrinsic  value  method to account for options
          granted to executive  officers,  directors and other key employees for
          the purchase of common stock. No compensation expense is recognized on
          the grant  date,  since at that date,  the option  price  equals or is
          higher  than the market  price of the  underlying  common  stock.  The
          Company discloses the pro forma effect of accounting for stock options
          under the fair value method. The Company uses the fair value method to
          account for options  granted to  advisors  for the  purchase of common
          stock.

                                        12
<PAGE>

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            JANUARY 31, 2005 AND 2004

NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------

          Use of Estimates
          ----------------

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

          Foreign Exchange
          ----------------

          Foreign  denominated  assets and liabilities of the foreign subsidiary
          are translated at the rate of exchange prevailing at the balance sheet
          date whereas its revenues and expenses are  translated  at the monthly
          average  exchange  rate  prevailing  during  the  period.  Translation
          adjustments  that result from translating  foreign currency  financial
          statements  are  included  in a separate  component  of  stockholder's
          equity.  Other foreign  exchange  gains and losses are included in the
          determination of net earnings.

          Income Taxes
          ------------

          Income taxes are computed on the pretax income, offset by pre-existing
          net operating  losses,  based on the current tax law.  Deferred income
          taxes are  recognized  for the tax  consequences  in  future  years of
          differences  between the tax basis of assets and liabilities and their
          financial reporting amounts at each year-end based on enacted tax laws
          and statutory tax rates.

          Fair Value of Financial Instruments
          -----------------------------------

          The carrying amounts of the Company's  financial  instruments  include
          accounts payable,  which approximates fair values because of the short
          maturities of these instruments.

                                        13
<PAGE>

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            JANUARY 31, 2005 AND 2004

NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          -------------------------------------------

          Stock-Based Compensation
          ------------------------

          Employee  stock  awards  under the  Company's  compensation  plans are
          accounted for in accordance with Accounting  Principles  Board Opinion
          No. 25 ("APB 25"),  "Accounting  for Stock Issued to  Employees",  and
          related   interpretations.   The  Company   provides  the   disclosure
          requirements of Statement of Financial  Accounting  Standards No. 123,
          "Accounting for Stock-Based  Compensation"  ("SFAS 123"),  and related
          interpretations. Stock-based awards to non-employees are accounted for
          under  the  provisions  of  SFAS  123  and has  adopted  the  enhanced
          disclosure  provisions  of SFAS No. 148  "Accounting  for  Stock-Based
          Compensation-  Transition  and  Disclosure,  an  amendment of SFAS No.
          123".

          The Company measures compensation expense for its employee stock-based
          compensation   using   the   intrinsic-value    method.    Under   the
          intrinsic-value  method of accounting  for  stock-based  compensation,
          when the exercise  price of options  granted to employees is less than
          the estimated fair value of the underlying stock on the date of grant,
          deferred  compensation  is recognized and is amortized to compensation
          expense over the  applicable  vesting  period.  In each of the periods
          presented, the vesting period was the period in which the options were
          granted.

          The  Company  measures   compensation  expense  for  its  non-employee
          stock-based  compensation  under the  Financial  Accounting  Standards
          Board  (FASB)  Emerging  Issues  Task Force  (EITF)  Issue No.  96-18,
          "Accounting  for  Equity  Instruments  that are  Issued to Other  Than
          Employees for  Acquiring,  or in  Conjunction  with Selling,  Goods or
          Services".  The fair value of the option issued is used to measure the
          transaction,  as this is more  reliable  than  the  fair  value of the
          services  received.  The fair  value is  measured  at the value of the
          Company's common stock on the date that the commitment for performance
          by the counterparty has been reached or the counterparty's performance
          is  complete.  The fair  value of the  equity  instrument  is  charged
          directly to compensation expense and additional paid-in capital.

          In December 2002, the FASB issued  Statement No. 148,  "Accounting for
          Stock-Based  Compensation-Transition  and Disclosure,  an amendment of
          FASB Statement No.  123"("SFAS  148").  SFAS 148 amends FASB Statement
          No.  123,  "Accounting  for  Stock-Based   Compensation,"  to  provide
          alternative  methods  of  transition  for an entity  that  voluntarily
          changes to the fair value based method of accounting  for  stock-based
          employee  compensation.  It also amends the  disclosure  provisions of
          that Statement to require  prominent  disclosure  about the effects on
          reported net income of an entity's  accounting  policy  decisions with
          respect to stock-based employee compensation.  Finally, this Statement
          amends  Accounting  Principles  Board ("APB") Opinion No. 28, "Interim
          Financial  Reporting",  to require  disclosure  about those effects in
          interim  financial  information.  SFAS 148 is effective  for financial
          statements for fiscal years ending after December 15, 2002.

                                        14
<PAGE>

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            JANUARY 31, 2005 AND 2004

NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          -------------------------------------------

          Recent Accounting Pronouncements (Continued)
          --------------------------------

          The  Company  will  continue  to  account  for  stock-based   employee
          compensation  using the intrinsic  value method of APB Opinion No. 25,
          "Accounting  for  Stock  Issued to  Employees,"  but has  adopted  the
          enhanced disclosure requirements of SFAS 148.

NOTE 3-   STOCKHOLDERS' DEFICIT
          ---------------------

          Common Stock
          ------------

          The  Company  has  300,000,000  shares  authorized  at a par  value of
          $0.001and  103,361,160 shares issued and outstanding as of January 31,
          2004 and  15,207,173  post-split  shares issued and  outstanding as of
          January 31, 2004.

          Class "A" Special Voting Stock
          ------------------------------

          The  Company has  120,000,000  shares  authorized  at no par value and
          2,000,000  post-split  shares issued and outstanding as of January 31,
          2005 and 2004, respectively.

          There were no  issuances  of class A special  voting  stock during the
          three months ended January 31, 2005 and 2004, respectively.

NOTE 4-   PROVISION FOR INCOME TAXES
          --------------------------

          Deferred  income taxes will be determined  using the liability  method
          for the temporary  differences  between the financial  reporting basis
          and income tax basis of the Company's assets and liabilities. Deferred
          income taxes will be measured based on the tax rates expected to be in
          effect when the  temporary  differences  are included in the Company's
          consolidated  tax  return.  Deferred  tax assets and  liabilities  are
          recognized based on anticipated  future tax consequences  attributable
          to differences  between financial statement carrying amounts of assets
          and liabilities and their respective tax bases.

          At January 31, 2005, deferred tax assets consist of the following:

<TABLE>
          <S>                                                  <C>
          Net deferred tax asset                               $ 415,000
          Less:  valuation allowance                            (415,000)
                                                               ----------
                                                               $      -0-
                                                               ==========
</TABLE>

                                        15
<PAGE>

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            JANUARY 31, 2005 AND 2004

NOTE 4-   PROVISION FOR INCOME TAXES (continued)
          --------------------------

          At January 31, 2005,  the Company had federal net operating loss carry
          forwards in the approximate amounts of $1,185,000  available to offset
          future taxable income. The Company  established  valuation  allowances
          equal  to the  full  amount  of the  deferred  tax  assets  due to the
          uncertainty  of the  utilization  of the  operating  losses  in future
          periods.

NOTE 5-   GOING CONCERN
          -------------

          As  shown  in  the  accompanying   condensed   consolidated  financial
          statements,  the Company has incurred substantial net operating losses
          for the three months ended  January 31, 2005 and 2004,  as well as the
          years ended July 31, 2004 and 2003. There is no guarantee  whether the
          Company will be able to generate  enough  revenue and/or raise capital
          to support these operations.  This raises  substantial doubt about the
          Company's ability to continue as a going concern.

          The Company's  future success is dependent upon its ability to achieve
          profitable operations and generate cash from operating activities, and
          upon additional  financing.  In addition,  the Company is in search of
          acquiring a business, or finding a suitable merger candidate. There is
          no guarantee  that the Company will be able to raise enough capital or
          generate   revenues  to  sustain  its   operations.   Management   has
          restructured  the Company,  continues to seek out strategic  alliances
          that  would  enable it to  generate  sales  either by direct  sales or
          through  joint  venture  projects,  and  believes  they can  raise the
          appropriate funds needed to support their business plan.

          The  condensed  consolidated  financial  statements do not include any
          adjustments  relating  to  the  recoverability  or  classification  of
          recorded assets and  liabilities  that might result should the Company
          be unable to continue as a going concern.

NOTE 6-   SUBSEQUENT EVENT
          ----------------

          On  December 4, 2004,  a change in control of the Company  occurred in
          conjunction  with the closing  under an  Acquisition  Agreement  dated
          September 24, 2004,  between the Company and Inter  Canadian  Business
          Services,  Ltd.  (a.k.a.  Service  D'affaires  Inter Canadian Ltee.) a
          Canadian  corporation.  On  February  11,  2005 the  December  4, 2004
          Acquisition  was  rescinded  by mutual  consent of all  parties and on
          February  12, 2005 a new change in control of the Company  occurred in
          conjunction  with the closing  under an  Acquisition  Agreement  dated
          February 12, 2005,  between the Company and Puritan  Securities,  Inc.
          dba ICBS Global Securities, Inc. a New York corporation.

          The closing under the December 4, 2004 Acquisition Agreement consisted
          of a stock for stock exchange in which the Company acquired all of the
          issued  and  outstanding  common  stock  of  Inter  Canadian  Business
          Services,  LTD. in exchange for the issuance of  86,173,987  shares of
          its  common  stock,  after a 5 for 1  reverse  split of the  Company's
          outstanding  shares. As a result of this  transaction,  Inter Canadian
          Business  Services,  Ltd.  became a  wholly  owned  subsidiary  of the
          Company.

                                        16
<PAGE>

                    ICBS INTERNATIONAL CORP. AND SUBSIDIARIES
                (FORMERLY BUSINESSWAY INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            JANUARY 31, 2005 AND 2004

NOTE 6-   SUBSEQUENT EVENT
          ----------------

          Following the December 4, 2004 closing of the  Acquisition  Agreement,
          and an agreed to 5 for 1 reverse  split,  the Company has  101,381,160
          post-split shares of common stock outstanding. This 101,381,160 shares
          of common stock  consisted of the  issuance of the  86,173,987  common
          stock shares for the  exchange of Inter  Canadian  Business  Services,
          Ltd. and the pre-split 5 for 1 reverse split of the 76,035,867  common
          stock  shares  adjusted  to  15,207,173   common  stock  shares.   The
          86,173,987  shares of common stock have been issued to four  different
          shareholders.

          The Company also had 2,000,000 post-split (10,000,000 pre-split) Class
          "A" Special Voting Shares outstanding.

          On  February  11,  2005 the  Company  cancelled  the  December 4, 2005
          Acquisition of Inter Canadian Business  Services,  Ltd., and cancelled
          the  86,173,987  shares of common  stock that had been issued to their
          four  shareholders.  Following  the  February  12, 2005 closing of the
          Acquisition Agreement of ICBS Global Securities, Inc., the Company has
          33,316,680 shares of common stock outstanding.  This 33,316,680 shares
          of common stock  consisted of the  issuance of the  17,909,507  common
          stock shares for the exchange of ICBS Global Securities,  Inc. and the
          conversion  of 2,000,000  Class "A" Special  Voting Shares for 200,000
          common stock shares.

          On  March  3,  2005  the  Company   completed  the  $100,000  infusion
          obligation  in  accordance  with the  February  12,  2005  Acquisition
          Agreement. In addition, the Company changed its corporate offices from
          New Haven, Connecticut to Westport Connecticut.

                                       17
<PAGE>

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

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Reform Act of 1995:

This Quarterly  Report on Form 10-QSB for the quarterly period ended January 31,
2005  contains  "forward-looking"  statements  within the meaning of the Federal
securities  laws.  These  forward-looking   statements  include,  among  others,
statements concerning the Company's  expectations  regarding sales trends, gross
and  net  operating  margin  trends,   political  and  economic   matters,   the
availability of equity capital to fund the Company's capital  requirements,  and
other  statements  of  expectations,   beliefs,  future  plans  and  strategies,
anticipated  events or trends, and similar  expressions  concerning matters that
are not  historical  facts.  The  forward-looking  statements in this  Quarterly
Report on Form  10-QSB for the  quarterly  period  ended  January  31,  2005 are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially  from  those  results  expressed  in or  implied  by  the  statements
contained herein.

The interim financial  statements have been prepared by ICBS International Corp.
and in the opinion of  management,  reflect all material  adjustments  which are
necessary  to a fair  statement  of results for the interim  periods  presented,
including  normal  recurring  adjustments.   Certain  information  and  footnote
disclosures made in the most recent annual financial  statements included in the
Company's  Form 10-KSB for the year ended July 31, 2004,  have been condensed or
omitted for the interim  statements.  It is the Company's opinion that, when the
interim  statements  are read in  conjunction  with the July 31, 2004  financial
statements,  the disclosures are adequate to make the information  presented not
misleading.  The results of  operations  for the three months ended  January 31,
2005 are not necessarily indicative of the operating results for the full fiscal
year.

(A) THE COMPANY

ICBS   International   Corp   ("ICBS")   (Formerly   BusinessWay   International
Corporation)  ("BusinessWay").  The Company was  organized  on October 30, 1980,
under the laws of the State of Florida as C.N.W.  Corp. On February 1, 1981, the
Company  issued  1,000  shares of its $1 par value  common stock for services of
$1,000.  The Company  did not have any  activity  before 1998 and,  accordingly,
commencement  of its  development  stage is considered to be at the beginning of
1998.

                                       18
<PAGE>

On July 21, 1998,  the Company  increased its  capitalization  from 1,000 common
shares to 50,000,000 common shares. The par value was changed from $1 to $0.001.
On July 21, 1998, the Company  changed its name to C.N.W of Orlando Inc., and on
December  28,  1998 it changed its name to  GlobalNetCare,  Inc.  The  company's
direction  and sole  activities  were to operate in Canada with the  creation of
wholly owned subsidiary Canadian subsidiary corporations.

On  February 3, 1998,  the Company  incorporated  its wholly  owned  subsidiary,
3423336 Canada Ltd., a Canadian company, to develop a medical Website.  However,
the anticipated plans and operations of the Company for its medical Website have
not and will  not be  achieved  or  pursued  further.  Due to its  inability  to
generate sufficient  revenues from these operations,  the management had decided
to pursue a different course and line of business.

On  September  12,  2000  the  Company   completed  an  acquisition  of  Cor-Bit
Peripherals Inc. and BusinessWay Computer Centers Inc. (the "Acquisition"),  the
Company  was no  longer  be  considered  a  development  stage  enterprise.  The
acquisition  included the  incorporation  of another  wholly  owned  subsidiary,
3739007 Canada Ltd., for the purpose of acquiring 100% control of all issued and
outstanding shares of Cor-Bit Peripherals Inc. and BusinessWay  Computer Centers
Inc. Under this share  Exchange  Agreement,  the Company  acquired the shares of
Cor-Bit  Peripherals  Inc. and  BusinessWay  Computer Center Inc. in exchange of
40,000,000  exchangeable  Preferred  Shares (the "Preferred  Shares") of 3739007
Canada  Ltd.  (which  are  exchangeable  for the same  number  of  shares of the
Company's  common stock),  and  37,923,891  Class A Special Voting Shares in the
capital of the Company (the "Special Voting Shares").  The Special Voting Shares
were issued to the principal owners of the acquired companies. The principals of
BusinessWay retained  BusinessWay's  franchise retail operations,  as the retail
operations of BusinessWay  were not included under the terms of the Acquisition.
At the  closing  date of  acquisition,  a new  Board  of  Directors  was  formed
consisting  of the  principals  of  BusinessWay,  Cor-Bit  as well as one former
director  of the  company  were put into  place to lead the  company  in its new
business direction.

On January 31, 2001 GlobalNetCare changed its name to BusinessWay  International
Corporation.  The name  change took effect at the opening for trading on the OTC
Bulletin Board on Thursday,  February 8, 2001 under the new stock symbol "BITL".
The  Corporation's  new CUSIP number is .12329Y 10 4. See the Form 8-K which has
been previously filed with the Securities and Exchange  Commission and which are
incorporated  herein by this reference.  See Part III, Item 13. BusinessWay also
increased  its  authorized  capital from  100,000,00  shares of $0.001 par value
common stock and 40,000,000 Class A Special Voting shares, without par value, to
300,000,000  shares of $0.001 par value  common  stock and  120,000,000  Class A
Special Voting Shares, without par value, (the "Capital Increase").

                                       19
<PAGE>

On March 2001, BusinessWay acquired through its wholly owned Canadian subsidiary
Cor-Bit  Peripherals  Inc.,  the company  BusinessWay  Group Inc.  ("BusinessWay
Group").   BusinessWay   Group  operates  as  the  master  franchiser  of  seven
independent  retail computer stores located in the province Quebec.  The company
acquired 100% of the issued and  outstanding  common stock of BusinessWay  Group
Inc.  by a  unanimous  vote and  resolution  of the  board of  directors  of the
company.  This  acquisition  includes  all  the  assets  and  assumption  of all
liabilities of the acquired  company.  The assets included the master franchiser
rights,  contracts,  the BusinessWay  retail operation system and documentation,
and the two retail stores situated in the Greater Montreal Region.

On April 5, 2002,  the Company  signed a Letter of Intent,  pursuant to which it
agreed  to  acquire  the  assets  (the  "Acquisition")  of all the  rights,  new
contracts,  power plant  technology  know-how,  as well as the key  personnel of
Pourslo  International  Development Inc.  ("Pourslo"),  a privately held company
incorporated  under the laws of Quebec and Canada. Mr. Lakhmiri and Mr. Dube are
the sole shareholders, officers and directors of Pourslo.

The  registrant has created a new wholly owned  Canadian  subsidiary  called WTE
Power  Corp.  ("WTE  Power") on June 12,  2002 in order to  accommodate  the new
operations and acquired rights, new contracts,  power plant technology know-how,
as well as the present key personnel of Pourslo.  Pursuant to the agreement, Mr.
Lakhmiri  will  be  the  President  of WTE  Power  Corp.  and  Mr.  Dube  as the
Vice-President and Faris Heddo as the Director.

Closing of the  Acquisition is subject to a number of  conditions,  the board of
directors of the registrant has successfully and satisfactory  completed and has
approved the completion of the due diligence  review of the business and affairs
of Pourslo by the Company; and preparation and execution of formal documentation
in connection with the Acquisition.

As of January 31, 2005, the acquisition had not been completed.

On April 28 2003 the company's annual  shareholders  meeting was held and a vote
by the majority  shareholders  at the meeting voted and approved the sale of the
computer division namely "3739007 Canada Inc" and it's Canadian subsidiaries and
that the corporation authorized it's directors to negotiate and settle all lease
obligations and with certain creditors with an equity for debts agreements.

                                       20
<PAGE>

On May 2,  2003  management  approved  the sale of the  company's  wholly  owned
Canadian  subsidiary,  3739007  Canada  Ltd.  and all of  3739007  wholly  owned
subsidiaries.  With this sale the company  completely  and  terminated  all it's
business  interest and activities in the PC business  namely the CompuWay banner
stores. The company retained all the RAMS software and the Internet software and
medical website division.

(B) BUSINESS OF THE ISSUER

During the  Quarter  ending  January  31,  2005,  the  Company  had no  business
operations.


                           PART II. OTHER INFORMATION

ITEM  1.  LEGAL PROCEEDINGS
          ------------------

On January 15, 2003 American Home Assurance  Company entered a judgment  against
the Company for  non-payment  of a insurance  policy.  The case number in Quebec
Superior Court is 500-17-013868-032 Court file number,  0051193903.  To date the
judgment hasn't been paid. American Home Assurance Company claims the Company is
liable for the amount of twenty-nine  thousand,  two hundred  eighty-six dollars
and fifty-nine cents Canadian Currency (CDN $ 29,286.59). To date, American Home
has not attempted to enforce the  judgement and the Company  disputes it has any
liability to American Homes.

Other  than the  matters  above,  there is no other  past,  pending  or,  to the
Company's knowledge, threatened litigation or administrative action which has or
is  expected  by the  Company's  management  to have a material  effect upon our
Company's business, financial condition or operations,  including any litigation
or action involving our Company's officers, directors, or other key personnel.


ITEM  2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Sales of Equity Securities

During the three months ended January 31, 2005 the Company did not issue any new
shares.

                                       21
<PAGE>

On December 4, 2004, a change in control of the Company  occurred in conjunction
with the closing  under an  Acquisition  Agreement  dated  September  24,  2004,
between the Company and Inter Canadian Business Services,  Ltd. (a.k.a.  Service
D'affaires  Inter Canadian Ltee.) a Canadian  corporation.  On February 11, 2005
the December 4, 2004  Acquisition was rescinded by mutual consent of all parties
and on  February  12,  2005 a new change in control of the  Company  occurred in
conjunction  with the closing under an Acquisition  Agreement dated February 12,
2005,  between  the  Company  and  Puritan  Securities,  Inc.  dba  ICBS  Global
Securities, Inc. a New York corporation.

The closing  under the  December 4, 2004  Acquisition  Agreement  consisted of a
stock for stock  exchange  in which the Company  acquired  all of the issued and
outstanding common stock of Inter Canadian Business  Services,  LTD. in exchange
for the  issuance  of  86,173,987  shares of its common  stock,  after a 5 for 1
reverse  split  of  the  Company's  outstanding  shares.  As a  result  of  this
transaction,  Inter  Canadian  Business  Services,  Ltd.  became a wholly  owned
subsidiary of the Company.

Following  the December 4, 2004  closing of the  Acquisition  Agreement,  and an
agreed to 5 for 1 reverse split, the Company has 101,381,160  post-split  shares
of common stock  outstanding.  This 101,381,160 shares of common stock consisted
of the issuance of the 86,173,987  common stock shares for the exchange of Inter
Canadian Business Services,  Ltd. and the pre-split 5 for 1 reverse split of the
76,035,867 common stock shares adjusted to 15,207,173  common stock shares.  The
86,173,987   shares  of  common  stock  have  been  issued  to  four   different
shareholders.

The Company  also had  2,000,000  post-split  (10,000,000  pre-split)  Class "A"
Special Voting Shares outstanding.

On February 11, 2005 the Company  cancelled the December 4, 2005  Acquisition of
Inter Canadian Business  Services,  Ltd., and cancelled the 86,173,987 shares of
common  stock that had been  issued to their four  shareholders.  Following  the
February  12,  2005  closing  of  the  Acquisition   Agreement  of  ICBS  Global
Securities, Inc., the Company has 33,316,680 shares of common stock outstanding.
This  33,316,680  shares  of  common  stock  consisted  of the  issuance  of the
17,909,507 common stock shares for the exchange of ICBS Global Securities,  Inc.
and the  conversion  of 2,000,000  Class "A" Special  Voting  Shares for 200,000
common stock shares.

On March 3, 2005 the Company  completed  the  $100,000  infusion  obligation  in
accordance with the February 12, 2005 Acquisition  Agreement.  In addition,  the
Company  changed its corporate  offices from New Haven,  Connecticut to Westport
Connecticut.

ITEM  3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       22
<PAGE>

ITEM  5.  OTHER INFORMATION

None

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

(b) Reports on Form 8-K:

          Three Months Ended January 31, 2005

          The Company filed a Form 8-K on December 3, 2004 to announce change of
          name,  trading symbol and reverse split relating to events taken place
          on September 24, 2004,  when the Company  entered into an  Acquisition
          Agreement  to  Purchase  Inter  Canadian  Business  Services,  Ltd.  A
          Canadian  Corporation  with  its  corporate  headquarters  located  in
          Westmount, Quebec, Canada.

          The  Company  filed a Form 8-K on  December  6, 2004 to  announce  the
          closing  and change in control of the  registrant  relating  to events
          taken place on September  24, 2004,  when the Company  entered into an
          Acquisition  Agreement to Purchase Inter Canadian  Business  Services,
          Ltd. A Canadian Corporation with its corporate headquarters located in
          Westmount, Quebec, Canada.

          The Company filed a Form 8-K on December 17, 2004  to announce  change
          of auditors.

                                       23
<PAGE>

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                            ICBS INTERNATIONAL CORP.
                                  (Registrant)


Date:    March 21, 2005                            By: /s/ JERRY GRUENBAUM
                                                       -------------------------
                                                       Jerry Gruenbaum
                                                       Chief Executive Officer
                                                       (Duly Authorized
                                                       Officer)


Date:    March 21, 2005                             By: /s/ NATHAN LAPKIN
                                                       -------------------------
                                                       Nathan Lapkin
                                                       President & Chief
                                                       Financial Officer
                                                       (Principal Financial
                                                       and Accounting Officer)



                                       24
<PAGE>