================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                  ____________

                                   FORM 10-KSB


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JULY 31, 2001

                        COMMISSION FILE NUMBER _________


                      BUSINESSWAY INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

               FLORIDA                                   980215778
       (State of Incorporation)                      (I.R.S. Employer
        Identification Number)

     117 GUN AVENUE, POINTE-CLAIRE, QUEBEC, CANADA, H9R 3X2   (514) 693-0877
          (Address and telephone number of principal executive offices)

                               GLOBALNETCARE INC.
          -----------------------------------------------------------
          (Former Name or Former Address, if changed since last Report)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                            Title Of Each Class: None
                 Name Of Each Exchange On Which Registered: None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                         Common stock, par value $0.001

     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 Company was required to file such reports),  and (2) has
been  subject  to  such  filing  requirements  for  the  past  90  days.

            (1)   Yes  [X]    No  [ ]

     Check if there is no disclosure of delinquent files in response to Item 405
of  Regulation  S-B is not  contained in this form,  and no  disclosure  will be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

State  Issuer's  revenues  for  its  most  recent  fiscal  year: July 31, 2001 -
$2,309,352

     State the aggregate market value of the voting stock held by non-affiliates
computed  by reference to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.
     October  31,  2001 - $928,791. There are approximately 23,219,793 shares of
common  voting  stock  of  the Company held by non-affiliates. This valuation is
based  upon  the  average  of  the  bid prices for shares of common stock of the
Registrant  on  the OTC Bulletin Board of the National Association of Securities
Dealers,  Inc.  (the  "NASD")  on  this  date.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
                                       N/A

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)


================================================================================
<PAGE>
================================================================================

     State  the number of shares  outstanding of each of the Issuer's classes of
common  equity,  as  of  the  latest  practicable  date:

52,655,667 Common Stock, par value $0.001, and 6,000,000 Class A Special Voting
Convertible (convertible 1 to 1) Shares issued and outstanding as at October 31,
2001.

                       DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Part III,
Item 13.

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


================================================================================


<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

YEAR  ENDED  JULY  31,  2001
----------------------------

     BusinessWay International Corporation ("BusinessWay") formerly known as
GlobalNetCare Inc. ("GlobalNetCare"). 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.
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.
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 Company has decided to
pursue a different line of business. The Corporation continues to operate the
medical Website on a scaled down basis.
With the completion of the acquisition of Cor-Bit Peripherals Inc. and
BusinessWay Computer Centres Inc. on September 12, 2000 (the "Acquisition"), the
Company will no longer be considered a development stage enterprise since
Cor-Bit Peripherals Inc. has a income stream that has been established for many
years.
     As a result of the Share Exchange Agreement signed September 12,2000 (the
"Exchange Agreement"), the Company incorporated another wholly-owned subsidiary,
3739007 Canada Ltd., for the purpose of acquiring Cor-Bit Peripherals Inc. and
BusinessWay Computer Centres Inc. Under the 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, which have no right to dividends and will be outstanding only
until the Preferred Shares are exchanged, were issued to the principal owners of
the acquired companies.
     Prior to its acquisition of Cor-Bit Peripherals Inc. and BusinessWay
Computer Centres Inc. and currently, the Company has offered health and medical
information via its information Website, GlobalNetCare.com (the "Medical
Website"). The Medical Website consists of several "Virtual Medical Centers"
that are designed to provide health care professionals and people seeking
information with an easy-to-use, interactive experience intended to address
their subjects of concern and to create individual virtual medical records.
Despite the efforts of the Company's management, the Medical Website did not
attract the number of users or advertisers the Company anticipated and,
accordingly, did not generate the revenue required for its continued operation
and maintenance. The Medical Website has not been updated since October, 1999.
The anticipated plans for the operation of the Medical Website by the Company,
as described in the Company's Form 10-SB Registration Statement (as amended),
have not and will not be achieved or pursued further by the Company. The failure
of the Medical Website to meet its operational goals has caused the Company to
seek to identify a different line of business. The Company has now achieved a
new operational focus through the acquisition of Cor-Bit Peripherals Inc. and
BusinessWay Computer Center Inc.
     On September 12, 2000, the Company acquired (the "Acquisition") all of the
issued and outstanding shares of BusinessWay Computer Centres Inc.
("BusinessWay") and Cor-Bit Peripherals Inc., ("Cor-Bit"), two private companies
that are incorporated under the laws of the province of Quebec ,Canada. The
Acquisition was made under the terms of a Share Exchange Agreement, dated for
reference June 30,2000 (the "Exchange Agreement"), to which the Company, 3739007
Canada Ltd. (the Company's wholly owned subsidiary), Cor-Bit, BusinessWay, Faris
Heddo and Michele Scott (the "Majority Vendors"), the shareholders of Cor-Bit
(the "Cor-Bit Shareholders") and the shareholders of BusinessWay (the
"BusinessWay Shareholders") are parties. Under the Share Exchange Agreement, the
Company caused 3739007 Canada Ltd. to issue 40,000,000 exchangeable Preferred
Shares (the "Preferred Shares") issued by 3739007 Canada Ltd. to the Cor-Bit
Shareholders and the BusinessWay Shareholders (collectively, the "Vendors"), as
consideration for the exchange of the Cor-Bit shares and the BusinessWay shares.


                                        1
<PAGE>
The Company issued 37,923,891 Class A Special Voting Shares (the "Special Voting
Shares"), to the Majority Vendors and to the FONDACTION CSN Pour La Cooperation
et L'Emploi, in the course of a reorganization of the capital of Cor-Bit and
BusinessWay, as contemplated by section 85 of the Income Tax Act (Canada). Under
the Exchange Agreement and a Call Option Agreement (entered into by each one of
the Vendors and the Company), each of the Vendors granted an option to the
Company to acquire the Preferred Shares and the Special Voting Shares, if
applicable, in exchange for an equal number of common shares in the capital of
the Company.
Cor-Bit is a manufacturer of computers, and has developed internet software
including a new business-to-business model, data base search software, and an
access-based inventory management software link. Cor-Bit is the exclusive
supplier of computers to BusinessWay's franchise operations. BusinessWay
operates a Website, "www.businessway.com" (the "BusinessWay Website"), which be
used as a multiple e-business site for the operations of Cor-Bit as well as to
market the Cor-Bit line of computers. 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.
     On January 31, 2001 GlobalNetCare changed it's 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 have 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"). See the Form DEF 14C which have been  previously  filed with the
Securities and Exchange Commission and which are incorporated herein by this
reference. See Part III, Item 13.
     In 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 retail computer  stores in the province Quebec. The company acquired 100%
of the issued and outstanding common voting 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  includes the master franchiser rights, contracts
,the BusinessWay retail operation system and documentation, and  the two retail
stores situated in the Greater Montreal Region.

     BusinessWay is diversified into three distinct divisions of operations. The
three division are personal computers manufacturing, retail store operations and
franchising and business-to-business (B2B) internet software programming and
development.

     The main stream of revenue is derived from the BusinessWay's Canadian
wholly-owned subsidiary, Cor-Bit Peripherals Inc. ("Cor-Bit") which custom
builds, manufactures and distributes the Cor-Bit line of computers.
BusinessWay's primary source of revenue is now derived from the sales and
distribution of its line of Cor-Bit brand of personal computers. Sales are made
on a wholesale level and include a preferred sales arrangement through the
independent chain BusinessWay Computer Centres franchised retail computer
stores. BusinessWay has an arrangement with the BusinessWay retail chain
franchiser to sell these made-to-measure computer systems. The products sold by
the BusinessWay retail centers include the Cor-Bit line of custom computer
systems, monitors, Storage Devices, Printers and a wide range of peripherals.

     In order to increase revenue and market share, the Company plans on to
assist the independent distribution chain to attract independent computer store
owners to join the BusinessWay banner. This action is expected to increase sales
for the Company since it deals on an exclusive basis with this distribution
channel. The Company believes that it offers independent retail stores a
multitude of advantages, including lowering their cost base and providing them
with many proven sales concepts and product branding. The Company supports its
network of independent BusinessWay retail stores with its established B2B
(business to business) solution software that provides real-time product
procurement and order tracking for a just-in-time delivery. The Company is also
seeking to grow its business through acquisitions, and joint ventures with
others in the industry.
     The Company believes that it is distinguishable in the PC marketplace based
on its unique purchasing system, high product quality control, customer service
and technical support. The Company has agreements with service affiliates who
have over 22,000 service centers across North America . Servicing for the
Cor-Bit brand of personal computers is now available across North America. The
Company also provides a 1-800 technical support call center to assist end-users


                                        2
<PAGE>
as well as independent retailers on software and hardware technical issues
concerning the Cor-Bit line of personal computers.
     In order to expand its distribution base, the Company is planning to
increase its investment in an advertising initiative to boost the recognition of
the BusinessWay brand name and products. The Company is continuing to invest in
the Research and Product Development to enhance its present product line. The
company believes that these initiatives should have a positive impact on
revenues in the remaining portion of fiscal year 2001.
     The company will be continuing to seek out strategic alliances that will
enable the Company to generate increased sales either by direct sales or through
joint venture projects. Although it is too early to predict actual sales volume
level increases because of these alliances, the Company hopes for significant
increases. The Company estimates that each independent retail store that joins
the BusinessWay banner and distribution network will increase the Company's
revenues in the range of $500,000 to $1.5 million per annum.

     BusinessWay Computer Centres ( the "BusinessWay Computer Centres") owns the
BusinessWay trademarks, trade names, domain names and the BusinessWay.com
website.

     Cor-Bit's software internet division is involved in Research and
Development of it's internet software including a new business-to-business (B2B)
model, database search software, an access-based inventory management software
link, and the medical business-to-business (B2B) web application model. This
division Is concentrating and focused on the future of Internet development that
would be instrumental in the new e-commerce business sector.

PRINCIPLE PRODUCTS OR SERVICES AND THEIR MARKETS
------------------------------------------------

     BusinessWay has found that rural and small-town  computer markets have been
left alone by the major computer companies  which have chosen to focus on sales
of complete  systems alone or by major  retailers who fail to offer parts,
upgrade components or professional support to the computer user.
The Company, through its wholly-owned subsidiaries, operates two (2) retail
storefront  locations under the name of BusinessWay Computer Centers for
components, upgrade parts and complete personal computers for use in the home,
business and professional  and government  markets.  All BusinessWay locations
provide complete sales and service, including full upgrade capabilities to its
customers, no matter which brand or manufacturers' computer system a customer
may have.
     Even as important as retail storefront sales, the Company has integrated a
direct marketing plan using the Internet via its web sites (www. BusinessWay.com
and www.corbit.com), along with "direct to the customer" as established by Dell
Computers and Gateway, to satisfy the demand of price conscious,
"do-it-yourself" Internet customers. The Company's web sites have complete
e-commerce capabilities for retail customers and wholesale buyers. The
implementation of each phase places the Company in an opportune position to
market its products and services in select niches, including the exciting
Internet marketplace across the World Wide Web.
     The Company has built over the years commercial relationships with major
manufacturers and other suppliers of parts and upgrade components. The ability
to purchase directly from the manufacturer or to capitalize on discounted prices
from other sources has been a key element in the advantageous cost structure of
BusinessWay. In addition, the Company follows, in philosophy and in practice,
the inventory methodology of "Just in Time" or JIT. This JIT inventory practice
has kept the Company's inventory purchase costs as close to the current market
of many price sensitive parts. While this practice requires virtually daily
ordering and a continual management of all price sensitive inventory, the
management time (and inventory control system) yields benefits that far exceed
the extra effort. In the world we live in, a UPS/FEDEX/Mail delivery of JIT
often saves substantial sums when inventory prices are declining. In an upwardly
spiraling market, the Company can simply adjust its wholesale/retail prices to
reflect daily price changes.
          An important element of the Company's success has been the honest,
quality personnel  retained by BusinessWay. All of the Company's  employees
embody the  philosophy of being " BusinessWay The Right Way"  which starts with
the Chief Executive Officer, Mr. Faris Heddo. Each of the founders has been
instrumental in the selection of key personnel which has reached 12 employees as
of the date of this Report.
     The Company will build on its strengths in the Quebec, Canada region
marketplace and implement a disciplined and controlled expansion which will
follow the growth pattern of other successful major retailers. The initial rural
and "small-town" Canada approach will take the best of a proven, textbook
Wal-Mart strategy. Further, the Company will build on its basic ideology of
keeping a low overhead retail operation of a Radio Shack style storefront.


                                        3
<PAGE>
     For the year 2002, two (2) new corporate store openings are planned and the
company will attempt to attract many small independent retailers to join our
banner throughout the region of Quebec and Ontario. In order to increase
revenue, sales and market share, we plan to encourage independent computer store
owners to join the BusinessWay banner and become franchisees. We believe that
becoming a BusinessWay franchisee offers independent retail stores a number of
advantages, including lower cost bases, proven sales concepts, technical
support, warranty services, on-site servicing, an existing and operational
website and co-op advertising. We support our network of independent BusinessWay
Computer Centers with our established business to business (B2B) solution
software that provides real-time product procurement and order tracking for
"just-in-time" delivery. The Company's management believes that this expansion
will result in an enterprise of substantial standing and profitability.
     We believe that our products can be distinguished in the personal computer
marketplace based on our unique purchasing system, product quality control,
customer service and technical support. We have third-party agreements with
service affiliates who have over 22,000 service centers across North America;
servicing for the Cor-Bit brand of personal computers is now available across
North America. We also provide a toll-free technical support call center to
assist end-users and independent retailers with software and hardware technical
issues which may be encountered with the Cor-Bit line of personal computers.
     In  order  to  expand  our  distribution  base  and  increase recognition
of the BusinessWay  brand  name,  we plan to increase our investment in our
advertising initiative.  We continue to invest in research and product
development to enhance our present product line.  We believe that these
initiatives will have a positive impact on  revenues in the upcoming fiscal year
2002.  We will  continue  to  seek out strategic alliances that will enable us
to generate increased  sales,  either  by  direct  sales, through our
franchisees or through joint  venture  projects,  and will continue to seek
further acquisitions and/or joint  ventures  with  other  companies  in  the
computer technology industry.
     In parallel with the above, the company's software internet division will
also attempt to launch in the coming year by the mid-January, 2002 the company's
revolutionary and all new business-to-business (B2B) medical website development
and products, services and portal.

BUSINESS  TO  BUSINESS  TECHNOLOGY
----------------------------------

     In  addition  to  the sale of the Cor-Bit line of personal computers and
related products,  we  provide  end-to-end  e-commerce  solutions,  and
facilitate  the transition  of  traditional  business  enterprises  into the
realm of electronic business.  We  analyze  a  company's  current operational
structure and design a solution  that  will  allow  for  a  seamless  transition
with  little  or  no interruption  in  that  company's  day  to  day
operations.  We  do  this  by implementing  a networked automation solution,
which reduces operating costs and allows  for  more  efficient  communications
between  departments  in any given company.  Our  solution  package  enables  us
to  either  work with an existing infrastructure  or  build  one  from  the
ground up, and allows us to implement functions  within almost any existing
system.  In addition, our packages offer a range  of  solutions, including
dynamic inventory control, purchase forecasting, departmental  collaboration and
communication and automatic stock replenishment.

We  offer  several  services  to  assist in the implementation of our solutions,
including:

-    requirement  assessment,  through  which  the  client's needs are assessed;

-    infrastructure  building  and  networking,  through  which  all  products
     necessary  to  the  operation  of  the  solution  are  provided;

-    standardization of corporate image, through assistance in the specification
     of such things as logos, color schemes and trademarks; and

-    software development, through which customized software solutions are made
     available.

RESOURCE  ACQUISITION  MANAGEMENT  SYSTEM
-----------------------------------------

     Our  Resource  Acquisition  Management System ("RAMS") acts as a central
nervous system for our clients' business-to-business (B2B) Internet
transactions, handling all the  tasks  involved  in  day  to  day  dealings


                                        4
<PAGE>
with  suppliers  and dealers  in a simple, efficient manner.  For purchasers,
our RAMS compiles vital supplier  information  in  real-time,  and  includes
features  such  as "Direct Connect",  "Favorite  Supplier"  and "Automatic
Supply and Demand Notification". For  suppliers,  RAMS  technology  assists  in
sourcing  clients  and gathering real-time  lists  of  clients  in need of that
supplier's products and services.

ACCOUNTING  APPLICATIONS
------------------------

     Our  Integrated  Office Accounting ("IOA") add-on software modules offer a
true 32-bit Windows accounting  solution and can be fully integrated with
Microsoft Office.  IOA was developed  around Microsoft Access and is fully
customizable and Internet ready. IOA is a state of the art accounting system
which is both open and flexible, and can  integrate  with  other  office
applications,  including  word  processors, spreadsheets,  databases,  email
and  fax programs, and can produce operational reports.  With  IOA,  customers
are  able  to  perform  the following functions immediately:

-    we publish to web / internet application as well as running the application
     using  thin  client  over  the  internet;

-    mail  merge  customer  or  vendor  databases with Microsoft Word to produce
     personalized  letters;

-    analyze  a  financial  report  in  Microsoft  Excel;

-    email  a  financial  report  through  Microsoft  Outlook;  or

-    fax  an  invoice  or statement to a customer or vendor (using Windows-based
     fax  software).


     Our customized modules functions seamlessly with the modules  available  on
our IOA software including Accounts Payable, Accounts Receivable,  Inventory,
Banking,  Invoicing,  Budgeting,  Job Costing, Payroll, Purchase  Order  and
Order  Entry.

COMPETITION.

     The Company's present and intended business operations will center in areas
of great competition, which will include many competitors who are larger, better
financed and currently have a national or international image in these fields of
endeavor.  These  competitors  will  include,  in  addition  to many small other
enterprises, the following:  Wal-Mart Stores, Inc.; Tandy Corporation;  Bureau
En Gros; Future Shop Inc.; Dell Computer Corporation; Gateway, Inc.; Micron
Technology, Inc.; Insight Enterprises,  Inc.; and Apple Computers.
The  PC  industry  is highly competitive, especially with respect to pricing and
the  introduction  of new products and product features. We compete primarily by
adding new performance features to products while minimizing corresponding price
increases.  We believe that our direct sales model, franchise stores and
customer service and support are additional competitive advantages.  Competitive
factors in our markets include price, availability of new technology, variety of
products and features offered, availability of products and software, marketing
and  sales  capability,  and  service  and  support.  We believe that we compete
reasonably with respect to each of these factors.  Our results, however, could
be adversely affected  if  we  are unable to introduce new products or product
features  as  quickly as our competitors or if our competitors offer products at
significantly lower  prices  than we do.  In recent years, along with many of
our competitors, we have regularly lowered prices, and we expect these pricing
pressures to continue.  Softness in the PC market in the fourth quarter of 2001
has led a number  of  our  competitors  to aggressively cut pricing to spur
sales and gain market  share.  If cost reductions or changes in product mix do
not mitigate these pricing pressures, these competitive price pressures could
substantially reduce  our  profits. The Company will be at a distinct
disadvantage in competing with these entities,  and its current competitive
position in this industry must be deemed to be nominal; however, the Company
intends to focus its efforts in rural and  "small-town"  Canada, which
management  believes has been  neglected by its major  competitors. The Company
believes it will be a competitive force in these areas.

SOURCES AND AVAILABILITY OF RAW MATERIALS
-----------------------------------------

     The  Company  purchases  component  and  upgrade  parts  from a  number of
suppliers for further  manufacturing or resale activities of complete  component


                                        5
<PAGE>
systems or upgrade and/or component parts.  Most materials are readily available
from suppliers.

PATENTS, TRADEMARKS,  LICENSES, FRANCHISES,  CONCESSIONS,  ROYALTY AGREEMENTS OR
--------------------------------------------------------------------------------
LABOR CONTRACTS
---------------

     The only trademark or trade name of the Company is "BusinessWay".

GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
-------------------------------------------------------

     None, except as may be required in the bidding process for government
contracts.

EFFECTS OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS
--------------------------------------------------------

     The integrated disclosure system for "small business issuers" adopted by
the Securities and Exchange Commission in Release No. 34-30968 and effective as
of August 13, 1992, substantially modified the information and financial
requirements of a small business issuer, defined to be an issuer that has
revenues of less than $25,000,000; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25,000,000 or more. The
Company is a "small business issuer," based upon these guidelines.

     On the effectiveness of the Company's 10-SB Registration Statement, the
Company became subject to the reporting obligations under the Securities
Exchange Act of 1934, as amended (the "1934 Act.") These requirements include,
among others, that the Company must file with the Securities and Exchange
Commission annual reports on Form 10-KSB ("SB" denotes a "small business
issuer") that contain audited financial statements; quarterly reports on 10-QSB
that contain reviewed financial statements; 8-K Current Reports reporting
current material events; and proxy or information statements governed by
Regulation 14A or 14C of the Securities and Exchange Commission that are then
mailed to stockholders for any matter requiring the vote of consent of
stockholders. Principals or 5% stockholders of the Company are also required to
report their beneficial ownership and any changes in this ownership on
appropriate forms. Directors, executive officers and 10% stockholders are also
subject to Section 16(b) of the 1934 Act respecting "short swing" profits. Our
common stock is "penny stock" as defined in Rule 3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks:

     with a price of less than five dollars per share;

     that are not traded on a "recognized" national exchange;

     whose prices are not quoted on the NASDAQ automated quotation system; or

     in issuers with net tangible assets less than $2,000,000, if the issuer has
     been in continuous operation for at least three years, or $5,000,000, if in
     continuous operation for less than three years, or with average revenues of
     less than $6,000,000 for the last three years.

     Section  15(g) of the  Exchange  Act and Rule 15g-2 of the  Securities  and
Exchange  Commission require  broker/dealers  dealing in penny stocks to provide
potential  investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before making
any  transaction in a penny stock for the investor's  account.  You are urged to
obtain and read this disclosure carefully before purchasing any of our shares.

     Rule   15g-9  of  the   Securities   and   Exchange   Commission   requires
broker/dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in these stocks before  selling any penny stock to that  investor.
This procedure requires the broker/dealer to:

     get information about the investor's financial situation, investment


                                        6
<PAGE>
     experience and investment goals;

     reasonably determine, based on that information, that transactions in penny
     stocks are suitable for the investor and that the investor can evaluate the
     risks of penny stock transactions;

     provide the investor with a written statement setting forth the basis on
     which the broker/dealer made his or her determination; and

     receive a signed and dated copy of the statement from the investor,
     confirming that it accurately reflects the investor's financial situation,
     investment experience and investment goals.

     Compliance with these  requirements may make it harder for our stockholders
to resell their shares.

COST AND EFFECT OF COMPLIANCE WITH ENVIRONMENTAL LAWS
-----------------------------------------------------


     There are no material  environmental  laws, rules or regulations  effecting
the present and intended business operations of the Company.

RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------

     In 2000, the Company  has  expended approximately $100,000 in an effort to
complete it's business-to-business ("B2B") software. In 2001, the Company
continued to invest in the Research and Product Development to enhance its
present product line and has expended approximately $50,000 and Cor-Bit's
software internet division has expanded approximately $150,000 in Research and
Development of it's internet software including a new business-to-business (B2B)
model, database  search  software,  an  access-based inventory management
software link, and the medical business-to-business (B2B) web application model.
This division is concentrating and focused on the future of internet development
that would be instrumental in the new e-commerce business sector.

EMPLOYEES
---------

     As of July 31, 2001, Cor-Bit Peripherals Inc. had 9 full time and
BusinessWay Group Inc. had 3 full time and 4 part-time employees.

BLUE  SKY  CONSIDERATIONS
-------------------------

Because the securities registered hereunder have not been registered for resale
under the blue sky laws of any state, and the Company has no current plans to
register or qualify its shares in any state, holders of these shares and persons
who desire to purchase them in any trading market that might develop in the
future, should be aware that there may be significant state blue sky
restrictions upon the ability of new investors to purchase the securities. These
restrictions could reduce the size of any potential market. As a result of
recent changes in federal law, non-issuer trading or resale of the Company's
securities is exempt from state registration or qualification requirements in
most states. However, some states may continue to restrict the trading or resale
of blind-pool or "blank-check" securities. Accordingly, investors should
consider any potential secondary market for the Company's securities to be a
limited one.

TAXATION
--------

Federal and state tax consequences will, in all likelihood, be major
considerations in any business acquisition or combination the Company may
undertake. Typically, these transactions may be structured to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity. Management cannot ensure that a business combination will meet


                                        7
<PAGE>
the statutory requirements for a tax-free reorganization, or that the parties
will obtain the intended tax-free treatment upon a transfer of common shares or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

     Requirement  of Audited Financial Statements may disqualify business
opportunity. Management  believes  that  any  potential  target  company must
provide audited financial  statements  for  review, and for the protection of
all parties to the business  acquisition  or  combination.  One  or  more
attractive  business opportunities  may  forego  a business combination with the
Company, rather than incur  the  expenses  associated  with  preparing  audited
financial statements.

RISK  FACTORS

YOU  SHOULD  CAREFULLY  CONSIDER  THE FOLLOWING FACTORS AND OTHER INFORMATION IN
THIS  PROSPECTUS BEFORE DECIDING TO PURCHASE SHARES.  ANY OF THE FOLLOWING RISKS
COULD  HAVE  A MATERIALLY ADVERSE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION OR
RESULTS  OF  OPERATIONS  OR  ON  THE  VALUE  OF  OUR  SHARES.

GENERAL

GENERAL  ECONOMIC  CONDITIONS.

     Our revenue growth and profitability depends significantly on the overall
demand for  personal computers and related products and services.  Softening
demand for these products and services caused by worsening economic conditions
has resulted and  may  in the future result in decreased revenues or growth
rates and similar effects  on results of operations.  Further delays or
reductions in consumer and business  spending  on  personal  computers  and
related  products could have a materially  adverse  effect  on  demand  for  our
products  and  services  and consequently  on  our  future  business.

WE  HAVE  A  HISTORY  OF  LOSSES.

     We  have  incurred  substantial net losses in the past.  While we feel
confident that  we  will  be  able  to  secure  additional funds through private
placement financing  and  successfully  carry  out  our  business  plan,  there
can be no assurance  that  we  will  accomplish  these  tasks  and  achieve
profitability.

OUR  QUARTERLY  OPERATING  RESULTS  ARE  LIKELY  TO  FLUCTUATE.

     We  have experienced and will continue to experience quarterly variations
in net sales  and  net  income  as  a  result of many factors, including the
following:

-    product  mix;

-    the  level  of  selling,  general  and  administrative  expenses;

-    the  timing  and  level  of  product  development  expenses;  and

-    the timing and success of our new product introductions, as well as that of
     our  competitors.

     We  plan  our operating expenditures based on sales forecasts.  If our net
sales are  below  our  expectations  in  any given quarter, our operating
results will suffer.  Due  to  the  foregoing  factors,  in some future quarter
our operating results  may  be below the expectations of public market analysts
and investors. In  such  event,  the  price  of  our  common  shares  would
likely  suffer.

QUARTERLY  SALES  CYCLE  MAKES  PLANNING AND OPERATIONAL EFFICIENCIES DIFFICULT.


                                        8
<PAGE>
     Like other computer companies, we generally sell more product in the third
month of  each quarter than in the first and second months.  This sales pattern
places pressure  on manufacturing and logistics systems based on internal
forecasts and may  adversely  affect  our ability to predict our financial
results accurately. In  addition,  to  rationalize  manufacturing  utilization,
we may build product early  in  the  quarter  in  anticipation  of  demand  late
in  the  quarter. Developments late in a quarter, such as lower-than-anticipated
product demand, a systems  failure, or component pricing movements, can
adversely impact inventory levels,  cash  and related profitability in a manner
that is disproportionate to the  number  of  days  in  the  quarter  affected.

UNLESS  WE  GENERATE  SIGNIFICANT SALES OF OUR PRODUCTS, OUR ABILITY TO GENERATE
REVENUES  MAY  BE  SIGNIFICANTLY  REDUCED.

     We  expect that a substantial portion, if not all, of our future revenue
will be derived  from  the  sale of our computers and related products, and our
software programs.  We  expect  that  these products and their extensions and
derivatives will  account  for  a  majority,  if not all, of our revenue for the
foreseeable future.  Broad  market acceptance of our products is, therefore,
critical to our future  success  and  to  our  ability to generate revenues.
Failure to achieve broad  market  acceptance  of  our  products,  as  a  result
of  competition, technological  change  or otherwise, would significantly harm
our business.  Our future  financial  performance  will  depend  in  significant
part  on  market acceptance  of  our  products,  and  on the development,
introduction and market acceptance  of  their  respective enhancements.  There
can be no assurance that we will be successful in marketing our  products or any
new products, applications or enhancements, and any failure to  do  so  would
significantly  harm  our  business.

NEED  FOR  ADDITIONAL  FINANCING.

     We  have  had  significant  working  capital  deficiencies  and have
experienced negative  cash  flows  in  the past.  We have historically depended
upon capital infusion  from  the  issuance of long term debt and equity
securities to provide the cash needed to fund operations.  Our ability to
continue in business depends upon  our  continued  ability  to  obtain
significant  financing  from external sources.  If  any  additional  capital
that  we  may  require is raised through borrowing  or  other  debt  financing,
we  would  incur  substantial additional interest  expense.  Sales  of equity
securities,  through  a  traditional underwritten  offering,  would  dilute,  on
a  pro  rata  basis, the percentage ownership  of  all holders of common shares.
There can be no assurance that any such financing would be available upon terms
and conditions acceptable to us, if at  all.  The  inability  to  obtain
additional financing in a sufficient amount when  needed  and  upon  acceptable
terms and conditions could have a materially adverse  effect  upon  our
business.

WE  ARE  UNCERTAIN THAT WE WILL BE ABLE TO OBTAIN ADDITIONAL CAPITAL THAT MAY BE
NECESSARY  TO  CONTINUE  TO  GROW  OUR  BUSINESS.

     Our future capital requirements will depend on many factors, including cash
flow from  operations,  progress  in developing new products, competing
knowledge and market developments and an ability to successfully market our
products.  We have predicted  that  we will require approximately $750,000 over
the period ending July  31, 2002 in order to accomplish our goals.  However,
there is no assurance that  actual  cash  requirements  will not exceed our
estimates.  In particular, additional  capital  may  be  required  in  the
event  that  we:

-    incur  unexpected  costs in completing the continued development of any of
our  products  or  encounter  any  unexpected  technical  or other difficulties;

-    incur  delays  and  additional expenses as a result of technology failure;

-    are  unable  to  create a substantial market for our hardware and software
products;  or

-    incur  any  significant  unanticipated  expenses.

The  occurrence  of  any of the aforementioned events could adversely affect our
ability  to  meet  our  business  plans.

We will depend almost exclusively on outside capital to pay for the continued
development of our products. Such outside capital may include the sale of


                                        9
<PAGE>
additional stock and/or commercial borrowing. There can be no assurance that
capital will continue to be available if necessary to meet these continuing
development costs or, if the capital is available, it will be on terms
acceptable to us. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

If  we  were  unable  to  obtain  financing  in  the amounts and on terms deemed
acceptable,  our  business  and  future  success  may  be  adversely  affected.

EXPENSE  CONSTRAINTS  COULD  IMPEDE  OPERATIONS.

     We  are  focused  on bringing our operational expenses to appropriate
levels for our  business,  while simultaneously implementing new programs.  The
significant risks  associated  with  these  actions include the failure to
expend sufficient revenue  generating  advertising and marketing funds,
unanticipated consequences of  reductions in personnel devoted to ongoing
programs, and the failure to meet operating  expense  targets  by  not  matching
commitments  in  new programs to reductions  in  ongoing  programs.

WE  MAY  NOT  BE  ABLE  TO  MANAGE  OUR  FUTURE  GROWTH.

     Our  ability to achieve our planned growth is dependent upon a number of
factors including,  but  not  limited  to,  our  ability  to  hire, train and
assimilate management  and  other  employees,  the adequacy of our financial
resources, our ability  to  identify  and efficiently provide and perform such
new products and services as our customers may require in the future and our
ability to adapt our own  systems  to accommodate our expanded operations.  In
addition, there can be no assurance that we will be able to achieve our planned
expansion or that we will be able to manage successfully such expanded
operations. Failure to manage anticipated growth effectively and efficiently
could have a materially adverse effect on our business.

UNSCHEDULED  DELAYS  IN THE DEVELOPMENT OF OUR PRODUCTS OR THE IMPLEMENTATION OF
OUR  SALES  PROGRAM  COULD  RESULT  IN  LOST  OR  DELAYED  REVENUES.

     Delays  and related increases in costs in the further development or
improvement of our products, or the  implementation of our sales and marketing
program, could result  from  a  variety  of  causes,  including:

-    delays in the development, testing and commercial release of our products;

-    delays in hiring or retaining experienced hardware and software developers
     and programmers;

-    delays in locating and hiring experienced sales and marketing
     professionals; and

-    delays caused by other events beyond our control.

     There can be no assurance that we will successfully develop further
enhancements to  our  products  on  a  timely  basis  or that we will implement
our sales and marketing  program  in a timely manner.  A significant delay in
the development, testing  and commercial release of our products or a delay in
the implementation of  our  sales  and  marketing program could result in
increased costs and could have  a  materially  adverse  effect  on  our
financial condition and results in operations.

OUR  LIMITED  MARKETING  AND  SALES  RESOURCES COULD PREVENT US FROM EFFECTIVELY
MARKETING  OUR  PRODUCTS  AND  SERVICES.

     We  have limited internal marketing and sales resources and personnel.  In
order to  market  any  products  and  services  we may develop, we will have to
either develop  a  marketing  and sales force with technical expertise and
distribution capability or outsource such duties to independent contractors.
There can be no assurance  that we will be able to establish sales and
distribution capabilities or  that  we will be successful in gaining market
acceptance for any products or services  we  may  develop.  There  can  be no
assurance that we will be able to recruit  skilled sales, marketing, service or
support personnel, that agreements with franchisees will be available on terms


                                       10
<PAGE>
commercially reasonable to us, or at all,  or  that  our  marketing and sales
efforts will be successful.  Failure to successfully  establish  a marketing and
sales organization, whether directly or through  third  parties, would have a
materially adverse effect on our business, financial condition, cash flows, and
results of  operations.  To the extent that we arrange with third parties to
market our products or services, the success of such  products  and  services
may  depend on the efforts of such third parties. There  can be no assurance
that any of our proposed marketing schedules or plans can  or  will  be  met.

INFRASTRUCTURE  REQUIREMENTS.

     Our  business creates ongoing demands for personnel, facilities,
information and internal  control  systems and other infrastructure
requirements.  If we are not successful  in  continuing  to  develop  our
infrastructure, we could experience disruptions  in  operations,  which  could
have  an  adverse  financial impact.

WE EXPECT TO EXPERIENCE SIGNIFICANT AND RAPID GROWTH IN THE SCOPE AND COMPLEXITY
OF OUR BUSINESS AS WE PROCEED WITH THE DEVELOPMENT AND SALE OF OUR PRODUCTS. IF
WE ARE UNABLE TO HIRE STAFF TO HANDLE SALES AND MARKETING OF OUR PRODUCTS AND
MANAGE OUR OPERATIONS, OUR GROWTH COULD HARM OUR FUTURE BUSINESS RESULTS AND MAY
STRAIN OUR MANAGERIAL AND OPERATIONAL RESOURCES.

     As  we  proceed  with  the  development  and  sale of our products, we
expect to experience  significant  and  rapid  growth  in  the scope and
complexity of our business.  We  will need to add staff to market our products,
manage operations, handle sales and marketing efforts and perform finance and
accounting functions. We  will  be  required to hire a broad range of additional
personnel in order to successfully advance our operations.  This growth is
likely to place a strain on our  management and operational resources.  Any
failure to develop and implement effective  systems,  or  to  hire  and  retain
sufficient  personnel  for  the performance  of all of the functions necessary
to effectively service and manage our  potential business, or the failure to
manage growth effectively, could have a  materially  adverse  effect  on  our
business  and  financial  condition.

COMPETITION  FOR  TALENTED  EMPLOYEES  COULD  HAMPER  BUSINESS  OPERATIONS.

     Like  all  technology  companies,  we  must  compete for talented employees
in a market  where  the  demand  for such individuals exceeds the number of
qualified candidates.  As  a  result,  we  focus  significant  efforts  on
attracting and retaining individuals in key technology positions.  These efforts
have generated positive  results in terms of both reducing attrition rates and
filling openings created  by prior employee losses.  Declining stock market
prices, however, make retention  more  difficult  as  prior  equity  grants
contain less value and key employees  pursue  equity  opportunities  elsewhere.
Should  we  experience  a substantial  loss  of talent or an inability to
attract talent for key openings, particularly  in  critical  markets,  the
resulting talent gaps could impact our ability  to  meet  our  business
objectives.

THE  LOSS  OF  FARIS  HEDDO OR ANY OF OUR KEY MANAGEMENT PERSONNEL WOULD HAVE AN
ADVERSE  IMPACT  ON  FUTURE DEVELOPMENT AND COULD IMPAIR OUR ABILITY TO SUCCEED.

     Our  performance  is substantially dependent on the expertise of Faris
Heddo and other  key  management personnel, and our ability to continue to hire
and retain such  personnel.  There  is  intense  competition  for  skilled
personnel, particularly  in  the field of software development.  The loss of
Faris Heddo or any  of  our  key management personnel could have a materially
adverse effect on our business, development, financial condition, and operating
results. We do not maintain "key person" life insurance on any of our directors
or senior executive officers.

WE  ARE DEPENDENT ON FRANCHISEES FOR THE SALES OF OUR PRODUCTS AND IF WE ARE NOT
SUCCESSFUL  IN  EXPANDING  OUR  DISTRIBUTION  CHANNELS,  OUR ABILITY TO GENERATE
REVENUES  WILL  BE  HARMED.

     We  have  entered  into  various  franchise  agreements  with  respect  to
the distribution  of our products.  While we believe that these arrangements
will be beneficial,  there  can  be  no  assurance  that  we will be able to


                                       11
<PAGE>
continue to deliver  our  products to these franchisees in a timely manner or
that they will be able to sell our products in the volumes that we anticipate.
Our growth will be  dependent  on  our  ability  to  expand  our  distribution
channels  to market,  sell  and distribute our products.  While our strategy is
to enter into additional  franchise  agreements,  we  may  not be able to
successfully attract additional franchisees.  There can be no assurance that we
will be successful in our  efforts  to  generate  revenue from these
franchisees, nor can there be any assurance  that we will be successful in
recruiting new franchisees to represent us  and  our  products.  Any  such
failure  would  result in us having expended significant  resources  with
little or no return on our investment, which would significantly  harm  our
business.

FUTURE  OPERATIONS.

     We currently have seven franchises operating in Quebec, Canada, and wish to
expand our  operations  into  the  Ontario, Canada and North Eastern  United
States.  Such  expansion  involves additional  business  risks  such  as
foreign  currency fluctuation, government regulation,  liability  for  foreign
taxes  and product sales, competition with locally strong competitors, operating
losses until critical mass is reached, and delivery  and  support  logistics.

LIMITED  LIABILITY  OF  DIRECTORS,  OFFICERS  AND  OTHERS.

     Our  bylaws  contain  provisions  limiting  the  liability  of  our
officers and directors  for all acts, receipts, neglects or defaults of
themselves and all of our  other  officers  or  directors  or  for  any  other
loss, damage or expense happening  to  us  which  shall  happen  in  the
execution of the duties of such officers  or directors.  Such limitations of
liability may reduce the likelihood of  derivative  litigation against our
officers and directors and may discourage or  deter  our  shareholders  from
suing  our officers and directors based upon breaches  of their duties, though
such an action, if successful, might otherwise benefit  our  business  and  our
shareholders.

TRADING  OF  OUR  STOCK  MAY  BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS
WHICH  MAY  LIMIT  A  STOCKHOLDER'S  ABILITY  TO  BUY  AND  SELL  OUR  STOCK.

     The  U.S.  Securities  and  Exchange  Commission  has  adopted regulations
which generally define "penny stock" to be any equity security that has a market
price (as  defined)  less than $5.00 per share or an exercise price of less than
$5.00 per  share,  subject  to  certain exceptions.  Our securities are covered
by the penny  stock  rules,  which  impose  additional  sales  practice
requirements on broker-dealers  who  sell  to  persons  other  than  established
customers  and "accredited  investors."  The  term  "accredited  investor"
refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in  excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with  their  spouse.  The  penny stock rules
require a broker-dealer, prior to a transaction  in  a penny stock not otherwise
exempt from the rules, to deliver a standardized  risk  disclosure  document  in
a  form  prepared  by the SEC which provides information about penny stocks and
the nature and level of risks in the penny  stock  market.  The  broker-dealer
also  must  provide the customer with current  bid  and  offer quotations for
the penny stock, the compensation of the broker-dealer  and  its  salesperson
in  the  transaction  and  monthly account statements  showing  the market value
of each penny stock held in the customer's account.  The  bid  and  offer
quotations, and the broker-dealer and salesperson compensation  information,
must  be  given to the customer orally or in writing prior  to effecting the
transaction and must be given to the customer in writing before  or with the
customer's confirmation.  In addition, the penny stock rules require  that
prior to a transaction in a penny stock not otherwise exempt from these  rules,
the  broker-dealer must make a special written determination that the  penny
stock  is  a  suitable  investment for the purchaser and receive the purchaser's
written agreement to the transaction.  These disclosure requirements may  have
the effect of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules.  Consequently, these
penny  stock  rules may affect the ability of broker-dealers to trade our
securities.  We  believe that the penny stock rules discourage investor interest
in,  and  limit  the  marketability  of,  our  common  stock.

SINCE  OUR SHARES ARE THINLY TRADED AND TRADING ON THE OTC BULLETIN BOARD MAY BE
SPORADIC  BECAUSE  IT  IS  NOT  AN  EXCHANGE,  STOCKHOLDERS  MAY HAVE DIFFICULTY
RESELLING  THEIR  SHARES.

     Our  common  stock is quoted on the OTC Bulletin Board and is thinly
traded.  In the  past,  our  trading  price has fluctuated widely, depending on
many factors that  may  have  little  to  do  with our operations or business


                                       12
<PAGE>
prospectus.  In addition,  the OTC Bulletin Board is not an exchange and,
because trading of the securities  on the OTC Bulletin Board is often more
sporadic than the trading of securities  listed  on an exchange of the NASDAQ
system, you may have difficulty reselling  any  of  the  shares  you  purchase
from  the  selling stockholders.

OUR  SHARE  PRICE  IS  EXTREMELY  VOLATILE.

     The  trading  price of our common shares has been, and in the future is
expected to  be,  volatile  and  we expect to experience further market
fluctuations as a result  of  a number of factors.  These factors include, but
are not limited to, current  and  anticipated  results  of  operations  as  well
as  changes in our business,  operations or financial results, the timing of
sales of common shares by selling shareholders, prospects of general market and
economic conditions and other  factors.

WE  DO  NOT  EXPECT  TO  DECLARE  OR  PAY  ANY  DIVIDENDS.

     We  have  neither  declared nor paid any dividends on our common stock
since our inception,  and  we  do  not  anticipate  paying  any  such  dividends
for  the foreseeable  future.

INFORMATION  TECHNOLOGY

     We  participate  in  a highly volatile industry that is characterized by
intense industry-wide  competition.  Industry  participants  confront aggressive
pricing practices  by  competitors,  continually  changing  customer demand
patterns and rapid  technological  developments.  The following cautionary
statements discuss important  factors that could cause actual results to differ
materially from the projected  results  contained  in the forward-looking
statements in this re-offer prospectus.

WE  NEED  TO  DEVELOP  NEW  PRODUCTS  SUCCESSFULLY.

     The  market  for  computer  technology  products  is  generally
characterized by rapidly  changing  technology  that  can  render  existing
products obsolete and unmarketable.  We  believe that our current and future
success of will depend on our  ability  to  identify,  develop,  or  source and
successfully introduce and market,  in  a  timely  manner,  enhancements  to
our existing products and new products  that  respond  effectively  to
technological  change.  We  may  not successfully  anticipate  technological
changes  or  select and develop new and enhanced  products  on a timely basis.
In addition, if were are able to develop or  source  any  products,  these
products  may  not  gain  market  acceptance.

RAPID TECHNOLOGICAL CHANGES IN THE COMPUTER SOFTWARE AND HARDWARE INDUSTRY COULD
RENDER  OUR  PRODUCTS  NON-COMPETITIVE  OR  OBSOLETE AND CONSEQUENTLY AFFECT OUR
ABILITY  TO  GENERATE  REVENUES  AND  REMAIN  PROFITABLE.

     The  development  and  sales of our products are exposed to risks as a
result of the  rapidly changing technology in the computer software and hardware
industry. In  addition,  future  advances  in  the computer software and
hardware industry could  lead  to  new  technologies  or  software  programs
competitive with our products.  Those  technological  advances  could  also
lower the costs of other products  that  compete  with  our products, resulting
in pricing or performance pressure  on  our  products,  which  could  adversely
affect  our  results  of operations.

THE  COMPUTER  TECHNOLOGY  INDUSTRY  IS  HIGHLY  COMPETITIVE  AND  SOME  OF  OUR
COMPETITORS  MAY  BE  MORE SUCCESSFUL IN ATTRACTING AND RETAINING CUSTOMERS.  WE
MAY  NOT  BE  ABLE  TO  COMPETE  EFFECTIVELY  BECAUSE  OUR  COMPETITORS ARE MORE
ESTABLISHED  AND  HAVE  GREATER  RESOURCES  THAN  WE  DO.

     We  will  encounter  competition  from other hardware and software
companies and from  an  increasingly competitive computer technology industry in
general.  The growing  market  has  attracted  new market participants as well
as expansion by established  participants  resulting  in substantial and
increasing competition. Many  of  our  present  and future competitors in the
computer technology market have  substantially  greater:


                                       13
<PAGE>
-     financial,  marketing,  technical  and  development  resources;

-     name  recognition,  and

-     experience  than  we  do.

     Our  competitors  may  be  able  to  respond  more  quickly  to  new or
emerging advancements  in  the computer technology market and to devote greater
resources to the development, promotion and sale of their products.  We may not
be able to successfully  compete  against  current  or  future  competitors
which  could significantly  harm  our  business.

     In addition, current and potential competitors may make strategic
acquisitions or establish cooperative relationships amongst themselves or with
third parties that could increase their ability to capture a larger portion of
the market share for products similar to those we offer. This type of existing
and future competition could affect our ability to maintain agreements with
current franchisees and to enter into agreements with prospective franchisees.
No assurances can be given that we will be able to compete successfully against
current and future competitors, and any failure to do so would have a materially
adverse effect on our business.

NEW  FORM  FACTORS  INTRODUCE  UNCERTAINTY  INTO  THE  MARKET.

     The increasing reliance on the Internet is creating new dynamics in the
computer industry.  As  businesses  and  consumers  turn  to  the  Internet,
speed  and connectivity may become more critical than stand-alone power for
client devices. Our  products will vie for customer acceptance and market share
against those of computer  companies  as  well  as  consumer  electronics  and
telecommunications companies.  Hardware  products,  which are our traditional
area of strength, may become less important than service offerings in attracting
and retaining customers. In addition, as new form factors are adopted, sales of
traditional personal computers may decline.

ACCESS  TO  TECHNOLOGY.

     There  can  be  no assurance that we will continue to have access to
existing or new  third-party technology for use in our products.  If we or our
suppliers are unable  to obtain licenses necessary to use protected technology
in our products on  commercially  reasonable  terms, we may be forced to market
products without certain desirable technological features.  We could also incur
substantial costs to redesign our products around other parties' protected
technology or to defend patent  or  copyright  infringement  actions  against
us.

WE  MAY  ENCOUNTER  SOFTWARE  DEFECTS  OR  DELAYS  IN  PRODUCT  DEVELOPMENT.

     Our  software  may  contain undetected errors or we may experience
unanticipated delays  in  the development of software.  Despite testing by
potential customers and  by our employees, it is possible that our software may
nevertheless contain errors,  and  this  could  have  an  adverse  effect  on
our  business.

PRODUCT  CYCLES.

     Short product life cycles resulting from rapid changes in technology and
consumer preferences and declining product prices characterize the PC industry.
Our internal engineering personnel work closely with PC component suppliers and
other technology developers to evaluate the latest developments in PC-related
technology. However, we may not have access to or the right to use new
technology or may be unable to incorporate such new technology in our products
or features in a timely manner. The increasing reliance on the Internet creates
new dynamics in the computer industry, causing an emphasis on speed and
connectivity rather than stand-alone computing power. As a new generation of
Internet devices is introduced, sales of traditional desktop and other personal
computers may decline and our products will be subject to competition from
consumer electronics companies, telecommunications companies and other major
consumer competitors.

SUPPLIERS.

     We  require  a  high  volume  of  quality  components for the manufacture
of our products, substantially all of which we obtain from outside suppliers.


                                       14
<PAGE>
While we attempt to have multiple suppliers for such components, in some
circumstances we maintain  single-source  supplier  relationships.  Failures of
suppliers to meet component  delivery  schedules have occasionally disrupted our
normal production schedules,  and  we may continue to experience production
disruptions. Reliance on third party suppliers also subjects us to the risks of
a shortage of components, the possibility of defective parts produced by others,
and increases in component costs (which can adversely affect our profitability).

COMPONENT  SHORTAGES  COULD  CURTAIL  PRODUCTION.

     From  time  to  time,  supply  for  key  components  in our products lags
behind worldwide  demand.  In  the  event  that  supply  of a key material
component is delayed  or  curtailed,  our  ability  to  supply the related
product in desired quantities  and  in  a timely manner could be adversely
affected.  We attempt to mitigate  the risks of component shortages by working
closely with key suppliers on  product  plans,  co-ordinated  product
introductions, purchases on the spot market  and  selected  strategic
purchases.

PROTECTION  OF  TRADENAMES  AND  DOMAIN  NAMES  AGAINST  ALL  INFRINGERS.

     We currently hold the Internet domain name "businessway.com". Domain names
generally are regulated by Internet regulatory bodies and are subject to change
and may be superseded, in some cases, by the laws, rules and regulations
governing the registration of tradenames and trademarks with the United States
Patent and Trademark Office and certain other common law rights. In the event
that the domain registrars are changed, new ones are created or we are deemed to
be infringing upon another's tradename or trademark, it could be unable to
prevent third parties from acquiring or using our domain name which could
adversely affect our brand name and other proprietary rights.

WE  FACE  RISKS  ASSOCIATED  WITH  INTELLECTUAL  PROPERTY  RIGHTS.

     We  rely on a combination of patent, copyright, trademark and trade secret
laws, and contractual provisions to protect our proprietary rights in our
products and services.  A  third  party  may copy or otherwise obtain and use
its products or technology  independently.  In  addition,  effective  protection
of intellectual property  rights  may  be  unavailable  or limited in certain
foreign countries.

     None of our software programs are protected by any patents. We do treat our
software programs and their associated technology as proprietary. Despite our
precautions taken to protect our software programs, unauthorized parties may
attempt to reverse engineer, copy or obtain and use our software programs, which
could adversely effect our results of operations. No material claims are
currently pending regarding the infringement of the proprietary rights of third
parties by our products, trademarks, or other proprietary rights. However, we
may, in the future, receive communications from third parties asserting that our
products infringe, or may infringe, the proprietary rights of third parties. In
the event of litigation to determine the validity of any third-party claims,
such litigation, whether or not determined in our favor, could result in
significant expense to us and divert the efforts of our technical and management
personnel from productive tasks. In the event of an adverse ruling in such
litigation, we might be required to discontinue the use and sale of infringing
products, expend significant resources to develop non-infringing technology, or
obtain licenses to infringing technology. We may be unable to obtain a license
for the disputed third-party technology on reasonable commercial terms or at
all. If someone asserts a successful claim against us and we are unable to
develop or license a substitute technology, our business would suffer.

E-COMMERCE

     We have developed our e-commerce business in part through investment in
existing companies and the continued expansion of the BusinessWay Website,
through which our branded products are available. E-commerce is still a
relatively new and emerging distribution channel whose success is dependent on a
variety of factors, including its continued acceptance by consumers. Our success
utilizing e-commerce depends on such factors as the satisfactory performance,
reliability and availability of the BusinessWay Website; the reliability and
efficiency of our computer and communications hardware systems; our ability to
compete with a growing number of rival e-commerce sites; our ability to evolve,
update and improve our services and offerings in response to changing demands;


                                       15
<PAGE>
and the consumer demand for our products. Expansion in this area has required
investment in start-up activities and initial operating losses in this portion
of our business.

WE  RELY  UPON  TECHNOLOGY  AND  COMPUTER  SYSTEMS.

     We anticipate that it will be necessary to continue to invest in and
develop new and enhanced technology on a timely basis to maintain our
competitiveness. Significant capital expenditures may be required to keep our
technology up to date. Investments in technology and future investments in
upgrades and enhancements to software for such technology may not necessarily
ensure our competitiveness. Our future success will also depend in part on our
ability to anticipate and develop information technology solutions which keep
pace with evolving industry standards and changing client demands.

WE  OPERATE  IN  AN  ENVIRONMENT  THAT  FACES  RAPID  TECHNOLOGICAL  CHANGE.

     Our  future success will depend in large part upon our ability to keep pace
with technology.  Rapid  changes  have occurred, and are likely to continue to
occur. There  can  be  no  assurance  that our development efforts will not be
rendered obsolete  by  research  efforts  and technological advances made by
others.  The market  for information  technology  services  is  characterized
by  rapid technological advances, frequent new product introductions and
enhancements, and changes  in  customer  requirements.  Although  we  believe
that our e-commerce business  plan is sufficient for the present, we believe
that our future success will  depend in large part on our ability to service new
products, platforms and rapidly  changing  technology.  These  factors  will
require  that we  provide adequately  trained personnel to address the
increasingly sophisticated, complex and  evolving  needs  of  our  customers.
Our  ability  to capitalize on future acquisitions  of  businesses  which
either  manufacture computers  and related products  or  operate  within the
e-commerce industry will depend on our ability to:
(i) enhance our hardware and software, and successfully integrate same into our
technical product support services;
(ii) adapt our software to new hardware
and  operating  system requirements; and
(iii) develop new hardware and software
products  in  an  industry  characterized  by  increasingly  rapid  product  and
technological  obsolescence. Any failure by us to anticipate or respond rapidly
to  technological advances, new products and enhancements or changes in customer
requirements,  could  have  a  materially  adverse  effect  on  our  business.




ITEM  2.  PROPERTIES

     BusinessWay's  principal  facilities as of July 31, 2001, are listed below.
All of the principal facilities are leased.  Management considers all facilities
listed  below  to  be  suitable  for  the  purpose(s)  for  which they are used,
including  manufacturing,  research  and development, sales, marketing, service,
and  administration.

                                                                    APPROX.
LOCATION                                  PRINCIPAL USE            FLOOR AREA
----------------------------------  -----------------------------  ----------
                                                                   (SQ. FEET)
117 Gun Avenue,                     Corporate Headquarters,          4,800
Pointe-Claire, Quebec               Administration, Research &
                                    Development, Sales and Marketing

1400 Sauve West, Suite 1488,        Corporate Retail Sales Store     1,185
Montreal, Quebec                    (BusinessWay Group Inc.)

100 Rue Brien,                      Corporate Retail Sales Store       500
Repentigny, Quebec                  (BusinessWay Group Inc.)


                                       16
<PAGE>
ITEM  3.  LEGAL  PROCEEDINGS

     From time to time, BusinessWay may be involved in litigation relating to
claims arising out of its ordinary course of business. BusinessWay is not
presently involved in any material litigation. BusinessWay is not a party to any
pending legal proceeding.  No federal, state or local governmental agency is
presently contemplating any proceeding against BusinessWay.  No director,
executive officer or affiliate of BusinessWay or owner of record or beneficially
of more than five percent of the BusinessWay's common stock is a party adverse
to BusinessWay or has a material interest adverse to BusinessWay in any
proceeding.



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

     Not  applicable.
                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Information
-------------------

     The  Company's  common  shares  trade  in  the  United  States  on  the
National Association  of  Securities  Dealers  Over-the-Counter  Bulletin Board
(the "OTC Bulletin  Board")  with  the  symbol  "GBCR"  and  CUSIP#  37937Q-10-2
until February 7, 2001. From February 8, 2001 BusinessWay's common stock is
quoted on the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. (the "NASD") Over-The-Counter Bulletin Board (the "OTC Bulletin
Board")  under the symbol "BITL," and CUSIP# 12329Y-10-4 . (1)
     The  table  set  forth  below  lists  the high and low bid prices  on the
OTC Bulletin Board for the Company's common shares since October 31,  1999(1).
The  closing  price  on  October  31,  2001  was  $0.04.

               FISCAL YEAR 2001
               QUARTER ENDED:
                                                HIGH    LOW
                                                ------  ------
               October 31, 2000                 $0.563  $0.438
               January 31, 2001                 $0.205  $  0.2
               April 30, 2001                   $ 0.07  $ 0.07
               July 31, 2001                    $0.025  $0.022

               FISCAL YEAR 2000
               QUARTER ENDED:

               October 31, 1999                 $0.813  $0.625
               January 31, 2000                 $ 0.50  $0.281
               April 31, 2000                   $0.813  $0.813
               July 31, 2000                    $0.656  $0.563


(1)  The Company's common shares commenced trading on December 9, 1998. The
     quotations above reflect inter-dealer prices, without retail mark-up,
     mark-down or commission and may not represent actual transactions. No
     assurance can be given that any market for BusinessWay's common stock will
     be maintained.

The  Company's  common shares are issued in registered form. Interwest  Transfer
Co.  Inc.  (Suite 100, 1981 East 4800 South, Salt Lake City, Utah  84117) is the
registrar  and  transfer  agent  for  the  common  shares.

HOLDERS
-------

     As  of  July  31,  2001,  there  were  25,484,672  shares  of  Common Stock
outstanding,  held  of  record  by approximately 100 stockholders and 33,170,995
Class  A  Special  Voting  Share.


                                       17
<PAGE>
DIVIDENDS
---------

     BusinessWay has never declared or paid any cash dividends on its capital
stock. BusinessWay's present policy is to retain all available funds and any
future earnings to finance the operation and expansion of its business, and no
change in the policy is currently anticipated. There are no material
restrictions limiting, or that are likely to limit, BusinessWay's ability to pay
dividends on its common stock.

RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------

     In the past fiscal year ended July 31, 2001, the Company has sold the
following common shares without registering such common shares under the
Securities Act of 1933:

     On October, 2000, the Company sold to 9081-5143 Quebec Inc. a total of
201,545 common shares for total cash consideration of $100,772.50 relying on
Rule 506 of Regulation S under the Securities Act of 1933, as applicable. This
private placement of shares issued to 9081-5143 Quebec Inc. were issued at a
price of $0.50 per common share, which was based on the ten day average trading
price (for the ten days proceeding the sale) of the stock at that time.

     On October, 2000, the Company sold to 9093-5750 Quebec Inc. a total of
221,000 common shares for total cash consideration of $110,500 relying on Rule
506 of Regulation S under the Securities Act of 1933, as applicable. This
private placement of shares issued to 9093-5750 Quebec Inc. were issued at a
price of $0.50 per common share, which was based on the ten day average trading
price (for the ten days proceeding the sale) of the stock at that time.

     On December 7, 2000, the Company issued to Jimmy Foussekis , Harvey Lalach
and John Heddo each 650,000 common shares pursuant to an employment agreement
between the Company and Mr. Jimmy Foussekis, Mr. Harvey Lalach and Mr. John
Heddo dated December 7, 2000. The shares were issued to Mr. Jimmy Foussekis, Mr.
Harvey Lalach and Mr. John Heddo relying on Regulation S under the Securities
Act of 1933, as applicable (incorporated by reference in Part III of this Form
10-KSB).


ITEM 6.  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 21W 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 year  July  31, 2001 were lower than for the corresponding  year
due to the decrease in the Personal Computer industry sales this  year. The
Company had decreased in sales in part due to a general sales downturn in the
computer industry. Revenues resulted from sales of computers and accessories to


                                       18
<PAGE>
retail outlets that carry the BusinessWay franchise. The company anticipates
that its future sales will increase to previous year's level as a result of
additional outlets openings contemplated  and other factors.

COST OF SALES
Cost of sales as a percentage of sales decreased from 84.2% to 82.7% for the
corresponding 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. Amortization expense increased to $90,643 as a result the purchase of
computer equipment during the period to meet the Company's office and
administrative needs and amortization of master franchiser rights acquired .
Professional expenses, which were $22,090 for fiscal 2000, increased to $155,627
during the current year as result of legal and accounting fees incurred in
connection with the acquisition of BusinessWay Computer Centres 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 a result of the foregoing factors, the Company's net loss increased
to $297,860 during the year.

LIQUIDITY AND CAPITAL RESOURCES
The Company has increased its accounts receivable since the beginning of the
fiscal year from $548,003 to $661,597. The Company has obtained a line of credit
facility with a banking institution in Canada enabling it to borrow up to
$231,000 based on accounts receivable and inventory provided as security to the
bank. At July 31, 2001, the Company was using the credit for an amount of
$251,447. Total current assets have increased from $764,078 to $795,117, and the
ratio of its current assets to current liabilities has decreased from 1.3 to 1
to 1.01 to 1.

In order for the Company to pursue and achieve its objective for its expansion
of its BusinessWay franchise operations, as well as opening new retail outlets
and franchise members, the Company anticipates that it will need to raise
approximately $350,000 of additional capital during the next twelve month
period, as well , the Company needs to raise new capital in the order of
$300,000 within the next six months to be able to fund its Research and
Development and launch it's new medical business-to-business (B2B) web
application portal. The Company will primarily seek these additional  funds
through private sales of its stock or through institutional borrowing or through
new venture capital. 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 7. FINANCIAL STATEMENTS
The Company's consolidated financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The consolidated financial statements are
attached hereto and found immediately following the text of this Annual Report.
The Auditor's Report of  Robert M Lawand, Chartered Accountant, for the audited
consolidated financial statements for the fiscal year ended July 31,2001 is
included herein immediately preceding the audited consolidated financial
statements. Audited Consolidated Financial Statements and Financial Statement
Schedules by Robert M Lawand C.A


                                       19
<PAGE>
                         BUSINESSWAY INTERNATIONAL CORP.
                              FINANCIAL STATEMENTS
                               AS AT JULY 31, 2001



AUDITOR'S REPORT


FINANCIAL STATEMENTS

     Balance Sheet

     Statement of Operations

     Statement of Cash Flows

     Statement of Stockholders Equity

     Notes to Financial Statements


                                       20
<PAGE>
AUDITOR'S  REPORT
Stockholders  and  Board  of  Directors
BusinessWay  International  Corp.




I have audited the accompanying balance sheet of BusinessWay International Corp.
as of July 31, 2001, and the statements of income, retained earnings and cash
flows for the two years then ended. These financial statements are the
responsibility of the company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards in
the United States. Those standards require that I plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, these financial statements referred to above present fairly, in
all material respects, the consolidated financial position of BusinessWay
International Corp. as of July 31, 2001 and 2000, and the results of its
operations and its cash flows for the two years then ended in conformity with
generally accepted accounting principles in the United States.


Montreal,  Quebec                      /s/  ROBERT  M.  LAWAND
October  31,  2001                     CHARTERED  ACCOUNTANT


                                       21
<PAGE>
                     BUSINESSWAY INTERNATIONAL CORP.
                             BALANCE SHEET
                          AS AT JULY 31, 2001

                              ASSETS


                                       2001        2000

CURRENT
Accounts receivable                 $  661,597   $548,003
Inventory                              130,134    209,030
Prepaid expenses                         3,386      7,045


TOTAL CURRENT                          795,117    764,078

DEFERRED INCOME TAXES                      209        214

CAPITAL ASSETS                         552,564     56,153
                                    -----------  --------


TOTAL ASSETS                        $1,347,890   $820,445
                                    -----------  --------

                         LIABILITIES
CURRENT

Bank indebtedness                   $  251,447   $ 49,725
Accounts payable                       422,979    461,311
Income taxes payable                         0      4,876
Current portion of long term debt        1,863      7,625
Advance from a director                 55,307     63,902
                                    -----------  --------

TOTAL CURRENT                          731,596    587,439

LONG TERM DEBT                               0      1,975

DUE TO SHAREHOLDER                           0    116,492
                                    -----------  --------

TOTAL LIABILITIES                      731,596    705,906


                      SHAREHOLDER'S EQUITY

SHARE CAPITAL                           42,386         14
ADDITIONAL PAID-IN CAPITAL             749,779          0
RETAINED EARNINGS (DEFICIT)           (175,871)   114,525

TOTAL EQUITY                           616,294    114,539
                                    -----------  --------

TOTAL LIABILITIES & EQUITY          $1,347,890   $961,612
                                    ===========  ========

ON BEHALF OF THE BOARD:
/s/ Fabrice Zambito, Director
/s/ Michele Scott, Director


                                       22
<PAGE>
                        BUSINESSWAY INTERNATIONAL CORP.
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                        FOR THE YEAR ENDED JULY 31, 2001


                                                     2001         2000
SALES                                            $  2,309352   $ 2,956,012



COST OF SALES                                      1,910,076     2,481,834
                                                 ------------  ------------


GROSS PROFIT                                         399,276       474,178



EXPENSES

SELLING                                              315,541       320,925
ADMINISTRATIVE                                       343,531       125,051
FINANCIAL                                             38,064        19,460

TOTAL EXPENSES                                       697,136       465,436



NET INCOME BEFORE INCOME TAX                        (297,860)        8,742

PROVISION FOR INCOME TAXES
  CURRENT                                                  0         2,821
  DEFERRED                                                 0        (1,619)
                                                 ------------  ------------
                                                           0         1,202
                                                               ------------
NET INCOME(LOSS)                                 $  (297,860)  $     7,540





NET INCOME (LOSS) PER SHARE -BASIC AND DILUTED   $   ( 0.005)  $     0.001

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     58,655,667    16,283,122

See accompanying notes to financial statements.


                                       23
<PAGE>
                         BUSINESSWAY INTERNATIONAL CORP.
                        CONSOLIDATED CASH FLOWS STATEMENT
                        FOR THE YEAR ENDED JULY 31, 2001



                                                    YEAR ENDED    YEAR ENDED
                                                    JULY   31,     JULY 31,
                                                       2001          2000

CASH PROVIDED BY ( USED IN ) OPERATING ACTIVITIES
     Net income ( loss)                              ($297,860)  $     7,540
     Items not requiring cash outlay
        Amortization                                   109,317        18,674

       Sub-total                                      (188,543)       26,214

Changes in non-cash working capital items
       Accounts receivable                            (113,594)      (21,179)
       Inventory                                        78,896        55,200
       Prepaid Expenses                                  3,659         1,050
       Accounts Payable and accruals                   (38,332)       18,500
       Income Taxes Payable                             (4,876)        1,950
       Translation adjustment                            1,887             0

       Funds generated  from operations               (260,903)       81,735

CASH PROVIDED BY  ( USED IN ) FINANCING

       Advance from a director                          (8,595)            0
       Share capital                                    42,372             0
       Additional paid-in capital                      749,779             0
       Increase( decrease) long term debt               (1,975)       (7,550)
       Due to shareholders                            (116,492)        3,500

       Funds generated  from financing                 665,089        (4,050)

CASH PROVIDED BY  ( USED IN ) INVESTMENTS

       Acquisition of capital assets                  (605,728)      (22,500)

       FUNDS (USED IN)GENERATED FROM INVESTMENTS      (605,728)      (22,500)

NET CHANGE FOR THE YEAR                              ($201,722)  $    55,185

CASH (DEFICIENCY) BEGINNING OF YEAR                   ($49,725)    ($104,910)
                                                    -----------  ------------
CASH END OF YEAR                                     ($251,447)     ($49,725)
                                                    ===========  ============

See accompanying notes to financial statements.


                                       24
<PAGE>
<TABLE>
<CAPTION>
                                     BUSINESSWAY INTERNATIONAL CORP
                        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                    FOR THE YEAR ENDED JULY 31, 2001


                                                                 Additional  Other          Retained     Total
                                              Common Stock       Paid In     Comprehensive  Earnings     Stockholders'
                                              Shares Amount      Capital     Income         (Deficit)    Equity
<S>                                  <C>                         <C>         <C>            <C>          <C>

Balance , July 31, 2000                 16,283,122   $      14   $      0            ($14)  $  114,539   $114,539


Common stock issued for acquisition
of Cor-Bit Peripherals Inc. and
BusinessWay Computer Center Inc.        40,000,000      40,000    628,896                                 668,896

Share  issue expenses                                             (66,890)                                (66,890)

Proceeds of private placement              422,545         422    189,723                                 190,145

Shares  issued for services              1,950,000       1,950     (1,950)

Translation adjustment                                              7,464                                   7,464

Net Loss for the year                                                                         (297,860)  (297,860)


Balance , July  31, 2001                58,655,667   $  42,386   $745,779   $          7,450  ($183,321)  $616,294
</TABLE>

See  accompanying  notes  to  financial  statements.


                                       25
<PAGE>
                         BUSINESSWAY INTERNATIONAL CORP
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                              AS AT JULY  31, 2001

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
These financial statements have been prepared by management in accordance with
accounting principles generally accepted in the United States. The significant
accounting principles are as follows:
(a)  Consolidated financial statements and basis of presentation: The
     consolidated financial statements include the accounts of BusinessWay
     International Corp. and the accounts of Cor-bit Peripherals Inc. ,Le Groupe
     BusinessWay Inc. , BusinessWay Computer Center Inc. , 3739007 Canada Ltd.
     and 3423336 Canada Ltd.( inactive). All inter-company transactions and
     balances have been eliminated.
(b)  Cash and cash equivalents: The Corporation considers all investments that
     are highly liquid with an original maturity of three months or less and
     readily convertible into cash to be cash equivalents.
(c)  Property and equipment: Property and equipment are stated at cost.
     Depreciation is provided using the following method s
         Furniture and equipment         20 % declining balance method
         Computer equipment              30%  declining balance method
         Leasehold improvements          20% declining balance method
         Master Franchise Development  straight line over five years
         The Company reviews property and equipment for impairment whenever
events or changes in circumstances indicate the carrying value of an asset may
not be fully recoverable.

(c)  Research and development expenditures: Research and development
     expenditures, if any, are expensed as incurred.
(d)  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 stockholders' equity. Other foreign
     exchange gains and losses are included in the determination of net
     earnings.
(e)  Income taxes: The Corporation uses the asset and liability method of
     accounting for income taxes. Under the asset and liability method, deferred
     tax assets and liabilities are recognized for the estimated future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax bases. This method also requires the recognition of future tax benefits
     such as net operating loss carry-forwards, to the extent that realization
     of such benefits is more likely than not. To the extent that management
     does not consider their realizability to be more likely than not, a
     valuation allowance is provided for the difference. Deferred tax assets and
     liabilities are measured using enacted tax rates expected to apply to
     taxable income in the years in which those temporary differences are
     expected to be recovered or settled. The effect on deferred tax assets and
     liabilities of a change in tax rates is recognized in income in the period
     that includes the enactment date.
(f)  Comprehensive income: Effective January 1, 1998, the Corporation adopted
     Statement of Financial Accounting Standards No. 130, Reporting
     Comprehensive Income, which establishes new rules for the reporting and
     display of comprehensive income and its components.
(g)  Stock issued to employees: The Corporation applies the intrinsic
     value-based method of accounting prescribed by Accounting Principles Board
     ("APB") Opinion no. 25, Accounting for Stock Issued to Employees, and
     related interpretations, in accounting for stock option agreements. As
     such, compensation expense would be recorded on the date of grant only if
     the then current market price of the underlying stock exceeded the exercise
     price.
(h)  Impairment of long-lived assets and long-lived assets to be disposed of:
     The Corporation accounts for long-lived assets in accordance with the
     provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived
     Assets and for Long-Lived Assets to Be Disposed Of. This statement requires
     that long-lived assets and certain identifiable intangibles be reviewed for
     impairment whenever events or changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. Recoverability of
     assets to be held and used is measured by a comparison of the carrying
     amount of an asset to future net cash flows expected to be generated by the
     asset. If such assets are considered to be impaired, the impairment to be
     recognized is measured by the amount by which the carrying amount of the
     assets exceed the fair value of the assets. Assets to be disposed of are
     reported at the lower of the carrying amount or fair value less costs to
     sell.


                                       26
<PAGE>
                         BUSINESSWAY INTERNATIONAL CORP
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                              AS AT JULY  31, 2001
Continued Note 1.

(i)  Net loss per share: Net loss per share is computed using the weighted
     average number of shares outstanding during the period. The fully diluted
     loss per share has not been disclosed because the effect of common shares
     issue-able upon the exercise of options and warrants is anti-dilutive.
(j)  Dividends: The Corporation has not yet adopted any policy regarding payment
     of dividends. No dividends have been paid since inception.
(k)  Use of estimates: The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting periods. Actual results could differ from those
     estimates.
(l)  Warranty repair expenses are immaterial and no reserve for warranty repairs
     has been established.

2.  ORGANIZATION  AND  BUSINESS  ACTIVITIES
  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.
  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 Ltd., and on
December  28,  1998  it  changed  its  name  to  GlobalNetCare  Inc.
  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 Company has decided to
pursue  a  different  line of business. The Corporation continues to operate the
medical  Website  on  a  scaled  down  basis.
  With  the  completion  of  the  acquisition  of  Cor-bit  Peripherals Inc. and
BusinessWay  Computer Center Inc. on September 12, 2000 (the "Acquisition"), the
Company  is  no  longer  considered a development stage enterprise since Cor-bit
Peripherals  Inc. has an income stream that has been established for many years.
  Under  the  terms of a Share Exchange Agreement signed September 12, 2000 (the
"Exchange Agreement"), the Company incorporated another wholly-owned subsidiary,
3739007  Canada  Ltd., for the purpose of acquiring Cor-Bit Peripherals Inc. and
BusinessWay  Computer  Center  Inc.  Under  the  Exchange Agreement, the Company
acquired  the shares of Cor-Bit Peripherals Inc. and BusinessWay Computer Center
Inc.  in  exchange  for 40,000,000 convertible  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,  which  have  no right to dividends and will be outstanding only
until the Preferred Shares are exchanged, were issued to the principal owners of
the  acquired  companies.
  Subsequently,  Cor-Bit  Peripherals  Inc.,  a  wholly-owned  subsidiary  of
BusinessWay  International  Corp.,  acquired  for  $1.00, all of the outstanding
voting shares of Le Groupe BusinessWay Inc., which owns master franchiser rights
for  future  sale  of  franchises  bearing  the  name  BusinessWay.


                                       27
<PAGE>
<TABLE>
<CAPTION>
                         BUSINESSWAY INTERNATIONAL CORP
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                              AS AT JULY 31, 2001

3. PROPERTY AND EQUIPMENT:

                                    ACCUMLATED     NET BOOK VALUE
                           COST    AMORTIZATION    2001       2000
<S>                       <C>      <C>           <C>       <C>


Leasehold improvements     40,930        11,510    29,420    13,493
Computer                  116,676        41,887    74,789    27,757
Furniture and fixtures     32,316        14,892    17,424    14,903
Master franchiser rights  506,866        75,934   430,932         0

                          696,787       144,223   552,564    56,153
</TABLE>


4. SHARE CAPITAL:                                   2001          2000

Authorized: 300,000,000 common shares,
 par value of US$0.001 per share


 Issued and outstanding:
58,655,667 common shares (2000 - 16,283122)      $ 42,386        $   14

(a)  Issue of shares: As indicated in note 1, the Corporation effected a
     thousand-for-one split of its common stock during 1998. In addition, the
     par value of the Corporation's common stock was changed from $1.00 to
     $0.001 per share and authorized shares of common stock were increased from
     1,000 to 50,000,000 shares. In 1999, the Corporation issued 197,471 common
     shares for a cash consideration of $536,000. In addition, 24,908 common
     shares were issued as share issuance costs for an amount of $64,761. The
     Corporation also issued 1,500,000 common shares to employees and
     subcontractors for services rendered and license fees totaling $1,205,675.
(b)  Stock options:
     (i)  Options granted: The Corporation granted options to employees . In the
          opinion of management, certain options were cancelled in accordance
          with termination clauses of such agreements. Changes in and certain
          service outstanding options were as follows:

                                                                  Exercise price
                                                         Number   per share

Options outstanding, August 1 ,2000                          -                -

 Granted. . . . . . . . . . . . . .                  2,200,000    $        0.50

 Options outstanding, July 31,2001                   2,200,000

Options granted have to be exercised over a period not exceeding fifteen years.
At July 31, 2001, 2,200,000 outstanding options are exercisable


     (ii) Stock-based compensation: Stock-Based Compensation
          The  Company  applies  APB  Opinion  25 and related interpretations in


                                       28
<PAGE>
                         BUSINESSWAY INTERNATIONAL CORP
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                              AS AT JULY  31, 2001

Continued Note 4.

          accounting for its Stock Incentive Plan. Under APB 25, when the
          exercise price of employee stock options equals or is greater than the
          market price of the underlying stock on the date of grant, no
          compensation expense is recognized.

     (ii) Warrants: In connection with issuance of shares, the Corporation has
          not issued any warrants.

5.   COMMITMENTS:
(a)  The Corporation leases its office and retail space under a leases expiring
     up to 2003. At December 31, 1999, future minimum rental payments required
     under the terms of the operating lease that have initial or remaining terms
     in excess of one year are as follows:
             2002     $  20,883
             2003     $   7,219

6.   INCOME  TAXES:

        Losses carry forward available for the Canadian operations amount to :
           $   29,000               expire in 2005
           $1,361,000               expire in 2006
           $  205,000               expire in 2007

        Losses carry forward available for the US operations amount to:
               32,000               expire in 2018

      In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income and tax
planning strategies in making this assessment. Since the Corporation is a
development stage corporation, the generation of future taxable income is
dependent on the successful commercialization of its products and technologies.

7.   FINANCIAL INSTRUMENTS:
     (a)  Foreign currency risk management: Options are exercisable in US
          dollars. Ultimate proceeds upon exercise of options may vary due to
          fluctuations in the value of the Canadian dollar relative to the US
          currency.
     (b)  Credit risk: Financial instruments that potentially subject the
          Corporation to significant concentrations of credit risk consist
          principally of short-term investments and accounts receivable. The
          Corporation has investment policies that require placement of
          short-term investments in financial institutions evaluated as highly
          creditworthy. In the normal course of business, the Corporation
          evaluates the financial condition of the parties with which it
          contracts on a continuing basis and reviews the credit worthiness of
          all new parties. The Corporation determines an allowance for doubtful
          accounts to reflect specific risks.
     (c)  Fair values: The following table presents the carrying amounts and
          estimated fair values of the Corporation's financial instruments at
          December 31, 1999 and December 31, 1998. The fair value of a financial
          instrument is the amount at which the instrument could be exchanged in
          a current transaction between willing parties. Fair value estimates
          are made as of a specific point in time using available information
          about the financial instrument. These estimates are subjective in
          nature and often cannot be determined with precision.

                                     Carrying Fair  Carrying   Fair
                                      Amount value   amount   value
     Financial assets:
 Cash and cash equivalents            $    -     -   $     -  $   -


                                       29
<PAGE>
                         BUSINESSWAY INTERNATIONAL CORP
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                              AS AT JULY  31, 2001

Continued Note 7.

      Accounts  receivable               661,597  661,597     548,003   548003

      Financial liabilities:
      Bank indebtedness                  251,447  251,447      49,725   49,725
      Accounts payable.                  422,979  422,979     461,311  461,311
      Other current liabilities   .        1,863    1,863      76,403   76,403
      The carrying amounts shown in the table are included in the consolidated
balance sheet under the indicated captions. The following method and assumption
were used to estimate the fair value of each class of financial instruments:
Cash and cash equivalents, sales tax receivable, accounts payable, accrued
liabilities and advances from a director. The carrying amounts approximate fair
value because of the short maturity of these instruments.

     8.   CONTINGENCY: The Corporation is not a party to any pending action for
          damages of a material amount.

     9.   RELATED PARTY TRANSACTIONS:
               During 2001, the Corporation acquired the all the outstanding
          common voting shares of the company Le Groupe BusinessWay from a
          director for a total sum $1. This company had the franchiser rights
          for the BusinessWay retail chain.
               During the year, the Company repaid a former director advances
          owing amounting to $63,902.
               Since October 2000, Faris Heddo, majority shareholder and
          director advanced to the company $55,307 which were non-interest
          bearing and repayable in the next year.

     10.  SUBSEQUENT EVENTS:
               There were no material events subsequent to the year ending July
          31,2001


                                       30
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     On  February 22, 2000, the Company engaged KPMG LLP, Chartered Accountants,
to  prepare  the  audited  consolidated financial statements for the fiscal year
ended  December  31,  1999.  Prior  to  engaging  KPMG  LLP, the Company did not
consult  KPMG  LLP  regarding  the  application  of accounting principles to any
specific  completed  or  contemplated  transaction  or the type of audit opinion
that might be rendered on  the  Company's  financial  statements.  There were no
disagreements with the Company's former auditor, Councilor, Buchanan & Mitchell,
P.C.,  Certified  Public  Accountants,  regarding  any  matter  of  accounting
principles  or  practices,  financial  statement  disclosure,  auditing  scope
or  procedure,  or  any  other  matter.
     On November 17, 2000, the Registrant terminated KPMG LLP as its independent
accountant.  KPMG's  reports  on  the  Registrant's financial statements did not
contain,  for  either of the past two years, an adverse opinion or disclaimer of
opinion,  nor  were they qualified or modified as to uncertainty, auditing scope
or  accounting  principles.
     The decision to change accountants was considered and approved by the Board
of  Directors  of  the Registrant on November 17, 2000. In connection with their
audits  for the years 1998 and 1999 and through November 17, 2000, there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedure,  which
disagreements,  if  not  resolved  to  the  satisfaction of KPMG LLP, would have
caused  them  to  make reference to the subject matter of the disagreement(s) in
connection  with  its  reports  on  the  financial  statements  for those years.
     On  November  17,  2000,  Robert  M.  Lawand,  C.A.  was engaged as the new
independent  accountant  for  the  Registrant  to be the principal accountant to
audit  the Registrant's financial statements. During the years 1998 and 1999 and
through  November  17,  2000,  the  Registrant  has not consulted with Robert M.
Lawand,  C.A.  on
     (1)  the  application  of  accounting principles to a specific completed or
          contemplated  transaction,  or the type of audit opinion that might be
          rendered  on  the Registrant's financial statements and either written
          or oral advice was provided that was an important factor in reaching a
          decision  as to the accounting, auditing or financial reporting issue;
          or
     (2)  any  disagreements  with  KPMG  LLP,  whether  or not resolved, on any
          matter  of  accounting  principles  or  practices, financial statement
          disclosure,  or  auditing scope or procedure, which if not resolved to
          KPMG  LLP's satisfaction would have caused it to make reference to the
          subject  matter of the disagreement(s) in connection with its reports.

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The  following  table  and  text sets forth the names and ages of all
directors, executive  officers  and  significant  employees  of the Company as
of October 31, 2001. All of  the  directors  serve  until  the next Annual
General Meeting of shareholders  and  until  their  successors  are elected and
qualified, or until their  earlier  death,  retirement,  resignation  or
removal.  Subject  to  any applicable  employment  agreement, executive officers
serve at the discretion of the  Board  of  Directors,  and  are appointed to
serve until the first Board of Directors  meeting  following the annual meeting
of shareholders.  Also provided is  a  brief  description of the business
experience of each director, executive officer and significant employee during
the past five years and an indication of directorships  held by each director in
other companies subject to the reporting requirements  under  the  federal
securities  laws.

Directors, executive officers and other significant employees:

                    POSITION HELD                   DATE FIRST ELECTED OR
NAME                WITH THE COMPANY           AGE  APPOINTED
------------------  -------------------------  ---  ---------------------
Fabrice Zambito     Director, Chairman          31  December 10, 2000
------------------  -------------------------  ---  ---------------------
Faris Heddo         CEO, President, Director    39  September 12, 2000
------------------  -------------------------  ---  ---------------------
Michele Scott       Director, Secretary         36  September 12, 2000
------------------  -------------------------  ---  ---------------------
Yoland Dumas        Director                    39  December 10, 2000
==================  =========================  ===  =====================


                                       31
<PAGE>
The  backgrounds  and  experience of the Company's directors, executive officers
and  other  significant  employees  are  as  follows:

Fabrice Zambito

Mr. Fabrice Zambito is Vice President of Computer Associates Canada, the world's
leading business software company. After receiving a B.A.A. from Universite du
Quebec   Montreal, Mr. Zambito as held several sales and management positions
with leading edge companies such as Canon Canada and Parametric Technology's,
where he was instrumental in concluding several multi-million dollars
transactions.

Faris Heddo

Mr. Faris Heddo is the founder of BusinessWay Computer Centres in 1988. Mr.
Heddo is one of the principal shareholders of BusinessWay International
Corporation.

Michele Scott

Ms. Michele Scott is the founder of Cor-Bit Peripherals Inc. in 1987. Ms. Scott
is one of the principal shareholders of BusinessWay International Corporation.

Yoland Dumas

Mr.  Yoland  Dumas  is  a portfolio fund manager and appointed representative of
FONDACTION  CSN
Pour La Cooperation et L'Emploi in Quebec. The FondAction is one of
BusinessWay's major shareholder.

FAMILY RELATIONSHIP
-------------------

     With the  exception  that Faris Heddo and Michele Scott are husband and
wife, there are no family  relationships  between any  directors  or  executive
officers of the Company, either by blood or by marriage.

There are no arrangements or understandings between any two or more directors or
executive  officers,  pursuant  to which he/she was selected to be a director or
executive  officer.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
----------------------------------------

     None  of  the  Company's  directors,  executive  officers,  promoters or
control persons  have  been involved in any of the following events during the
past five years:

1.     any  bankruptcy  petition  filed by or against any business of which such
person  was  a  general  partner  or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to  that  time;

2.     any  conviction  in  a  criminal proceeding or being subject to a pending
criminal  proceeding  (excluding  traffic  violations and other minor offenses);

3.     being  subject  to  any  order,  judgment,  or  decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or temporarily enjoining, barring, suspending or otherwise limiting
his  involvement  in  any type of business, securities or banking activities; or

4.     being found by a court of competent jurisdiction (in a civil action), the
Commission  or  the  Commodity  Futures  Trading  Commission  to have violated a


                                       32
<PAGE>
federal  or  state  securities or commodities law, and the judgment has not been
reversed,  suspended,  or  vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------

     To the knowledge of management, required reports under Section 16(a) of the
1934 Act have  been  timely  filed by the  directors,  executive  officers  and
"affiliates" of the Company.

ITEM  10.  EXECUTIVE  COMPENSATION

     The  Company's  chief  executive  officer  received  an annual salary of
CDN$40,000 from Cor-Bit Peripherals Inc. (a wholly-owned subsidiary of
BusinessWay International Corporation) and he did not receive any other
compensation  during  the  fiscal  years ended July 31, 2001.


OPTIONS / SAR GRANTS
--------------------

The  Company  did not grant any options during the fiscal years ended 2001,  nor
were  there  any  freestanding  Stock  Appreciation  Rights.

On  September 13, 2000,  the directors of the Company adopted the Company's
Non-Qualified Stock Option Plan, pursuant to which the Plan Administrator is
authorized to grant up to a total  of  2,500,000  common  shares.

Reference is made to the information under the heading "SHARE EXCHANGE AGREEMENT
- BUSINESSWAY COMPUTER CENTRE, INC. AND COR-BIT PERIPHERALS, INC." appearing
under "Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION"
appearing in the Form 10-QSB of GlobalNetCare for the period ended June 30,
2000, as filed with the Securities and Exchange Commission (the "Acquisition
Information"), and the Acquisition Information is hereby incorporated by
reference. Under the terms of the Acquisition, GlobalNetCare has agreed to issue
options to Faris Heddo to purchase 600,000 Common Shares of GlobalNetCare
("Shares") at $.50 per share and to purchase 500,000 Shares at $1.00 per share
(collectively, the "Heddo Option Rights") as consideration for his agreement to
serve as President, Chief Executive Officer, and a Director of GlobalNetCare.
Pursuant to the Heddo Option Rights, on September 12, 2000, GlobalNetCare
authorized the issuance of options to Mr. Heddo to purchase 100,000 Shares at
$.50 per share. Under the terms of the Acquisition, GlobalNetCare has agreed to
issue options to Michele Scott to purchase 600,000 Common Shares of
GlobalNetCare ("Shares") at $.50 per share and 500,000 Shares at $1.00 per share
(collectively, the "Scott Option Rights") as consideration for her agreement to
serve as Chief Financial Officer, Vice President, Secretary and a Director of
GlobalNetCare. Pursuant to the Scott Option Rights, on September 12, 2000,
GlobalNetCare authorized the issuance of options to Ms. Scott to purchase
150,0000 Shares at $.50 per share

There  were  no  exercises  of  stock options or freestanding Stock Appreciation
Rights  during  the  fiscal year ended July 31, 2001 by any of the Company's
officers or directors.

The  Company  does  not  have  a  Long-Term  Incentive  Plan.


BONUSES AND DEFERRED COMPENSATION
---------------------------------

     None

COMPENSATION PURSUANT TO PLANS
------------------------------

     None

PENSION TABLE
-------------

     None


                                       33
<PAGE>
OTHER COMPENSATION
------------------

     None

COMPENSATION OF DIRECTORS
-------------------------

     All Directors of BusinessWay did not receive any compensation for serving
on the Board of Directors of the Company.

EMPLOYMENT CONTRACTS
--------------------

     BusinessWay has entered into Employment Agreements with Harvey Lalach,
Jimmy Foussekis and John Heddo for the purposes of future business development.
The Employment Agreements prohibit these persons from engaging in or advising,
either directly or indirectly, any other business which is substantially
competitive with any business then actively conducted. The Employment Agreements
provide that BusinessWay will have the right to terminate any of these
individual's employment, and that any executive will have the right at any time
to terminate his employment with BusinessWay under the Employment Agreements.
BusinessWay will provide an executive with the following benefits in the event
of termination by BusinessWay other than for cause (as defined in the Employment
Agreements) or by the executive for good reason (as defined in the Employment
Agreements).

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS.

     Except as indicated above, there are no employment contracts, compensatory
plans or arrangements, including payments to be received from BusinessWay, with
respect to any director or executive officer of BusinessWay which would in any
way result in payments to any such person because of his or her resignation,
retirement or other termination of employment with BusinessWay or its
subsidiaries, any change in control of BusinessWay, or a change in the person's
responsibilities following a change in control of BusinessWay.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     As  used  in  this  section,  the  term "beneficial ownership" with respect
to  a  security  is  defined by Regulation 228.403 under the Securities Exchange
Act  of  1934,  as  amended,  as  consisting of: (1) any person who, directly or
indirectly,  through  any  contract, arrangement, understanding, relationship or
otherwise has or  shares  voting  power  (which  includes  the power to vote, or
to  direct  the  voting  of  such  security)  or  investment  power  (which
includes  the  power  to  dispose,  or  to  direct  the  disposition  of,  such
security);  and  (2)  any person who,  directly or indirectly, creates or uses a
trust, proxy, power of attorney, pooling  arrangement  or  any  other  contract,
arrangement  or  device  with  the purpose or effect of divesting such person of
beneficial  ownership  of  a  security  or  preventing  the  vesting  of  such
beneficial  ownership.

Each  person  has  sole  voting  and investment power with respect to the common
shares,  except  as  otherwise  indicated.  Beneficial  ownership  consists of a
direct  interest  in  the  common  shares,  except  as  otherwise  indicated. As
of  October  31,  2001,  the  Company  had  a  total of 52,655,667 common shares
($0.001  par  value  per  common  share)  issued  and  outstanding.

As  of October 31, 2001, no person known to the Company was the beneficial owner
of more than five percent  (5%)  of the outstanding common shares of the Company
except  the  following:


                                       34
<PAGE>
NAME  AND  ADDRESS                AMOUNT AND NATURE  OF       PERCENTAGE
OF BENEFICIAL OWNER               BENEFICIAL  OWNERSHIP     OF  CLASS  (1)

Fabrice  Zambito
117  Gun  Avenue,
Pointe-Claire,  Quebec H9R 3X2  3,500,000   common shares             5.8%
==========================================================================
Faris  Heddo
117  Gun  Avenue,
Pointe-Claire, Quebec H9R 3X2   15,947,559  common shares            26.2%
==========================================================================
Michelle  Scott
117  Gun  Avenue,
Pointe-Claire, Quebec H9R 3X2   12,688,315  common  shares           20.8%
==========================================================================
FONDACTION  CSN
Pour  La  Cooperation et L'Emploi
2100 Boulevard de Maisonneuve est,
Montreal,  Quebec,  H2K  4S1     6,000,000  convertible               9.9%
                                 Class A Special Voting Shares
==========================================================================

(1)     Based  on  52,655,667  common  shares,  6,000,000 Class A Special Voting
Shares  and  2,200,000  Options  (for a total of 60,855,667) outstanding  as  of
October  31,  2001.

The  following  table  lists,  as  of  October  31,  2001,  the number of common
shares beneficially  owned, and the percentage of the Company's common shares so
owned, by  each  director  and  by  all  directors  and  executive officers as a
group.

                           AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER   BENEFICIAL OWNERSHIP   PERCENTAGE OF CLASS(1)
========================   ====================   ======================
Fabrice  Zambito                     3,500,000              5.8%
Faris  Heddo                        15,947,559              26.2%
Michele  Scott                      12,688,315              20.8%
------------------------------------------------------------------------
Directors and Officer as a group    32,135,874              52.8%
========================================================================

(1)      Based  on  52,655,667  common  shares, 6,000,000 Class A Special Voting
Shares  and  2,200,000  Options  (for a total of 60,855,667) outstanding  as  of
October  31,  2001  and,  as  to  a  specific  person, shares that can be issued
pursuant  to  the  conversion  or  exercise,  as  the  case may be, of currently
exercisable  or  convertible  debentures,  share  purchase  warrants  and  stock
options.

CHANGES  IN  CONTROL
--------------------

     The  Company  is  unaware  of  any  contract  or  other  arrangement,  the
operation of which  may  at  a  subsequent date result in a change of control of
the  Company.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Other  than  as  disclosed  above,  there  have  been  no  transactions, or
proposed  transactions,  which  have  materially  affected  osr  will materially
affect  the  Company  in  which  any  director, executive officer, or beneficial
holder  of  more  than  10%  of  the  outstanding  common stock, or any of their
respective  relatives, spouses,  associates  or  affiliates has had or will have
any  direct  or  material  indirect  interest.


                                       35
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

REPORTS  ON  FORM  8-K
----------------------

NO 8-K CURRENT REPORTS WERE FILED BY THE COMPANY DURING THE LAST QUARTER OF THE
YEAR ENDED JULY 31, 2001.

INDEX TO EXHIBITS
-----------------

3.0  Articles  of  Incorporation  and  By-laws
     3.1  By-laws of BusinessWay effective -- filed herewith.
     3.2  Articles of Amendment effective January 31, 2001 (incorporated by
          reference from BusinessWay's Form DEF-14C, filed February 14, 2001).
     3.3  Articles of Amendment effective January 31, 2001 (incorporated by
          reference from BusinessWay's Form 8-K, filed February 23, 2001).

10.0 Material Contracts
     10.1 Share Exchange Agreement between the Company, 3739007 Canada Ltd.,
          BusinessWay Computer Centres Inc., Cor-Bit Peripherals Inc., Faris
          Heddo, Michele Scott, the Shareholders of Cor-Bit Peripherals Inc.,
          and the Shareholders of BusinessWay Computer Centres Inc., dated for
          reference June 30, 2000 (filed as an exhibit to the Company's Form
          10-QSB Report, filed August 15, 2000, and incorporated herewith).
     10.2 Letter of Intent re Exchange of Shares and Other Matters, between
          Faris Heddo, Michele Scott, Cor-Bit Peripherals Inc., BusinessWay
          Computer Centres Inc., and GlobalNetCare, Inc. -- (filed as an exhibit
          to the Company's Form 8-KA Report filed on November 27, 2000, and
          incorporated herein by reference.
     10.3 Form of Stock Option Agreement, dated as of September 12, 2000,
          between the Company and Faris Heddo, and between the Company and
          Michele Scott, for options to purchase up to 1,100,000 shares of the
          Company's common stock at $1.00 per share (filed as an Exhibit to the
          Company's Form 10-QSB Report, filed August 15, 2000, and incorporated
          herein by reference).
     10.4 Employment agreement between BusinessWay and John Heddo, dated
          December 7, 2000 (incorporated by reference from BusinessWay's Form
          S-8, filed March 21, 2001).
     10.5 Employment agreement between BusinessWay and Jimmy Foussekis, dated
          December 7, 2000 (incorporated by reference from BusinessWay's Form
          S-8, filed March 21, 2001).
     10.6 Employment agreement between BusinessWay and Harvey Lalach, dated
          December 7, 2000 (incorporated by reference from BusinessWay's Form
          S-8, filed March 21, 2001).

**   These documents and related exhibits have been previously filed with the
     Securities and Exchange Commission and are incorporated herein by
     reference.



                                       36
<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934, Registrant has duly caused this report to be signed on its behalf
by  the  undersigned,  thereunto  duly  authorized.

                                    BusinessWay  International  Corporation

                                    By:  /s/  Fabrice  Zambito
                                       -----------------------------------------
                                              Fabrice  Zambito
                                              Chairman Of the Board and Director

Date:  November  12,  2001

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been signed by the following persons on behalf of Registrant and in
the  capacities  indicated  on  November  12,  2001.

NAME     TITLE
----     -----

/s/  Fabrice  Zambito      Chairman  of  the  Board  /  Director
---------------------
     Fabrice  Zambito


/s/  Faris  Heddo          President  /  CEO  /  Director
---------------------
     Faris  Heddo


/s/  Michele  Scott        Chief Financial Officer / Vice President / Secretary/
---------------------      Director
     Michele  Scott



                                       37
<PAGE>