SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A

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

For the quarterly period ended: January 31, 2001
Commission File No.: 000-27097

BUSINESSWAY INTERNATIONAL CORPORATION(Name of small business as specified in charter)

|Florida(State or other jurisdictionof incorporation) | 980215778(IRS Employer IdentificationNumber)
|---------------------------------------------------- | --------------------------------------------

117 Gun Avenue, Pointe-Claire, Quebec, Canada H9R 3X2
(514) 693-0877
(Address and telephone number of principal executive offices)

Indicate by check mark 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

State the number of shares outstanding of each of the issuer's classes of
commonequity, as of March 19, 2001
(latest practicable date):

(a)   Common Stock: 60,847,218 shares
(b)   Class A Special Voting Shares: 37,923,891 shares

Transitional Small Business Disclosure Format (check one): Yes; No X

This amendment includes information omitted from Part I, Item 2 of the original
filing of this report on March 19, 2001 pursuant to Rule 12b-25.

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

Forward-Looking Statements

Statements
included in this Managements Discussion and Analysis and elsewhere in this
document that do not relate to present or historical conditions are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21F of the Securities Exchange Act of 1934.
Additional oral or written forward-looking statements may be made by the Company
from time to time, and such statements may be included in documents that are
filed with the Securities and Exchange Commission. The accuracy of such
forward-looking statements are subject to risks and uncertainties that could
cause results or outcomes to differ materially from those expressed in the
forward-looking statements. Forward-looking statements may include, without
limitation, statements relating to the Companys plans, strategies,
objectives, expectations, and intentions and are intended to be made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Words such as believes, forecasts,
intends, possible, expects,
estimates, anticipates, or plans, and
similar expressions are intended to identify forward-looking statements. Among
the important factors which such statements are based are assumptions concerning
the anticipated growth of the information technology industry, the market for
and availability of components for the Companys computers, the
availability of institutional lending or capital financing, and the success of
the Company in maintaining and increasing the number of franchised retail
outlets that carry its products.

Results of Operations

Revenues.
Sales for the second quarter and for the six month period ended January 31, 2001
were marginally higher than for the corresponding periods in the prior year.
Revenues resulted from sales of computers and accessories to retail outlets that
carry the BusinessWay franchise. Subsequent to the end of the period, the number
of retail outlets carrying the BusinessWay franchise was increased from five to
seven, and the Company anticipates that its future sales will increase as a
result of these additional outlets and others that it hopes to add in the
future.

Cost
of Sales. Cost of sales as a percentage of sales decreased from 89.5% to 83.5%
for the corresponding quarter in the prior year. Cost of sales are primarily
dependent on the market conditions for and availability of components for the
computers and accessories sold by the Company. The Company anticipates that the
increasing volume of sales resulting from additional BusinessWay franchises will
allow it to obtain greater volume discounts and achieve other economies of scale
and thereby reduce the percentage cost of sales in the future.

Operating
Expenses. Operating expenses were impacted by a number of significant changes in
expense items. Transport and delivery expenses for the second quarter increased
substantially over the corresponding prior period as a result of increased fuel
costs and a change in location of the head office of the Company. Advertising
and business promotion expenses decreased from $10,867 in the second quarter of
fiscal 2000 to $5,195 during the current quarter primarily as a result of the
franchised retail stores taking on the responsibility of the advertising by way
of pooling of advertising costs amongst all of the stores. Salaries and
commissions increased from $31,835 in the second quarter of 1999 to $75,182 in
the present period primarily as a result of an increase in the number of paid
employees from seven to fifteen. Amortization expense increased to $6,760 as a
result the purchase of computer equipment during the period to meet the
Companys office and administrative needs. Professional expenses, of which
none were recorded during the first six months of fiscal 2000, increased to
$11,305 during the second quarter and $144,805 for the first six months of 2001
as result of legal and accounting fees incurred in connection with the
acquisition of BusinessWay Computer Cetere Inc. and Cor-Bit Peripherals Inc. by
the Company, and as a result of the costs of being a public company related to
compliance with U.S. federal securities law filings and disclosure.

Net
income. Primarily as result of the foregoing factors, the Companys net
income reduced to $3,113 during the second quarter, and it recorded a net loss
of $142,099 during the first six months of fiscal 2001.

Liquidity and Capital Resources

The
Company has substantially increased its accounts receivable since the beginning
of the fiscal year from $538,003 to $924,009, and it has increased its cash on
hand from zero to $39,248, with the result that its total current assets have
increased from $764,078 to $1,165,513, and the ratio of its current assets to
current liabilities has increased from 1.1 to1 to 2.1 to1.

In
order to meet its business plan for expanding its BusinessWay franchise
operations, the Company anticipates that it will need to raise approximately
$750,000 of additional capital during the next twelve month period, which it
will seek to do through private sales of its stock or through institutional
borrowing. However, there can be no assurance that additional capital of
institutional lending will be available when needed or available on terms that
will be favorable to the Company.

Item 6.  Exhibits and Reports on Form 8-K

| | (a) | The following exhibits are filed as part of this amended report.
| | --- | ----------------------------------------------------------------

None.

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to be  signed  by the  undersigned,
thereunto duly authorized.

|                       | GLOBALNETCARE, INC.                                                                                             
|---------------------- | ----------------------------------------------------------------------------------------------------------------
|Dated:  March 26, 2001 | By:/s/ Michele Scott
Michele ScottVice President, Chief Operating Officer and Secretary(chief financial officer)