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

                                  FORM S-8/S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Florida                                                                980215778
-------                                                                ---------
(State  or  other  jurisdiction  of                             (I.R.S. Employer
incorporation  or organization)                             Identification  No.)

117  Gun  Avenue,  Pointe-Claire,  Quebec,  Canada                      H9R  3X2
--------------------------------------------------                      --------
(Address  of  Principal  Executive  Offices)                         (Zip  Code)

                       EMPLOYMENT AGREEMENT - HARVEY LALACH
                       ------------------------------------
                            (Full title of the plan)

                                   FARIS HEDDO
                                 117 GUN AVENUE
                              POINTE-CLAIRE, QUEBEC
                                 CANADA H9R 3X2
                     (Name and address of agent for service)
                                 (514) 693-0877
                                 --------------
          (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                                 BERNARD  PINSKY
                     CLARK,  WILSON,  BARRISTERS  AND  SOLICITORS
                         #800  -  885  WEST  GEORGIA  STREET
                            VANCOUVER,  BRITISH  COLUMBIA
                                  CANADA  V6C  3H1
                             TELEPHONE:  (604)  687-5700
                             ---------------------------

<PAGE>

<TABLE>
<CAPTION>

                                       CALCULATION OF REGISTRATION FEE

                                                Proposed            Proposed
Title of Securities to    Amount to be      Maximum Offering    Maximum Aggregate       Amount of
be Registered              Registered       Price Per Share      Offering Price      Registration Fee
----------------------  -----------------  ------------------  -------------------  ------------------
<S>                     <C>                <C>                 <C>                  <C>

Common Shares, with. .  A maximum of
par value $0.001 . . .  650,000 shares(2)  $          0.25(1)  $        162,500(1)  $         40.63(1)
----------------------  -----------------  ------------------  -------------------  ------------------
<FN>

(1)     The  price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended,  solely  for the purpose of calculating the registration fee, based on the average of the bid
and asked price ($0.25 bid; $0.25 ask) of the common shares as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin  Board  on  March  14,  2001.

(2)     The  Employment  Agreement  between  BusinessWay  International Corporation and Harvey Lalach,
dated  December  7,  2000,  authorized  the  issuance  of  650,000  common  shares to Harvey Lalach as
compensation  for  services  rendered.
</TABLE>

                                EXPLANATORY NOTE

BusinessWay  International  Corporation  (the  "Company")  has  prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities  Act  of 1933, as amended (the "1933 Act"), to register shares of the
Company's  common  stock,  no  par  value,  issued  pursuant  to  the Employment
Agreement  (the  "Employment  Agreement") between the Company and Harvey Lalach,
dated  December  7,  2000.

Under  cover  of  this Form S-8 is the Company's Reoffer Prospectus, prepared in
accordance  with Part I of Form S-3 under the 1933 Act.  This Reoffer Prospectus
has  been prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on  a continuous or delayed basis in the future of up to an aggregate of 650,000
common  shares,  which  were  issued  pursuant  to  the  Employment  Agreement.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We  will send or give the documents containing the information specified in Part
I  of  Form  S-8  to  Harvey  Lalach as specified by the Securities and Exchange
Commission  Rule  428(b)(1)  under  the  1933 Act.  We do not need to file these
documents  with  the  Securities  and Exchange Commission either as part of this
Registration  Statement or as a prospectus or a prospectus supplement under Rule
424  of  the  1933  Act.

                               RE-OFFER PROSPECTUS

      The date of this Re-Offer Prospectus is the 15th day of March, 2001.

                                 650,000 Shares
                      BusinessWay International Corporation
                                 117 Gun Avenue
                              Pointe-Claire, Quebec
                                 Canada H9R 0X3
                        Common Shares (without par value)

The 650,000 common shares in our capital stock being registered pursuant to this
registration  statement are offered by Harvey Lalach, who is one of our officers
and  directors,  and also one of our employees.  The 650,000 common shares owned
by  Harvey  Lalach  may  be  offered for sale from time to time at market prices
prevailing  at  the  time  of sale or at prices negotiated by Harvey Lalach, and
without  payments  of any underwriting discounts or commission, except for usual
and  customary  selling  commissions  paid  to  brokers or dealers.  We will not
receive any proceeds from the sale of any of the 650,000 common shares by Harvey
Lalach.  Harvey  Lalach  is  one  of  our  employees,  as

<PAGE>

well  as  an  officer  and  a  director,  who acquired the 650,000 common shares
pursuant  to  an  Employment  Agreement.  We are paying the expenses incurred in
registering  the  650,000  common  shares.

The  650,000  common  shares are "control securities" under the 1933 Act because
they were issued to an individual who is one of our officers and directors.  The
reoffer  prospectus has been prepared for the purpose of registering the 650,000
common shares under the 1933 Act to allow for future sales by Harvey Lalach (the
selling  shareholder),  on  a continuous or delayed basis, to the public without
restriction.  To  our knowledge, the selling shareholder has no arrangement with
any  brokerage  firm  for  the  future  sale  of the 650,000 common shares.  The
selling  shareholder  may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
the resales of the common shares may be deemed to be underwriting commissions or
discounts  under  the  1933  Act.

Our  common  shares are traded on the National Association of Securities Dealers
Over-the-Counter  Bulletin  Board  under the symbol BITL.  As of March 14, 2001,
the  average  of  the  bid  and asked price ($0.25 bid; $0.25 ask) of our common
shares  as  reported  on  the  National Association of Securities Dealers Inc.'s
Over-the-Counter  Bulletin  Board  on  March  14,  2001,  was  $0.25.

THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE  OF  RISK.  SEE  "RISK FACTORS" ON PAGE 4 OF THE 10(A) PROSPECTUS.  THESE
ARE  SPECULATIVE  SECURITIES.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENCE.

<PAGE>

                                TABLE OF CONTENTS

PART  I                                                                     PAGE

     Information  Required  in  the  Section  10(A)  Prospectus               ii
     Reoffer  Prospectus                                                       1
     Available  Information                                                    1
     Incorporation  of  Documents  by  Reference                               1
     The  Company                                                              2
     Risk  Factors                                                             4
     Use  of  Proceeds                                                        13
     Determination  of  Offering  Price                                       13
     Dilution                                                                 13
     Selling  Shareholders                                                    13
     Plan  of  Distribution                                                   14
     Description  of  Securities                                              14
     Interests  of  Named  Experts  and  Counsel                              15
     Legal  Matters                                                           15
     Disclosure  of  Commission  Position                                     15

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

AVAILABLE  INFORMATION

You should only rely on the information incorporated by reference or provided in
this  reoffer  prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The common shares are not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this reoffer prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this reoffer prospectus.

BusinessWay  International  Corporation  files  annual,  quarterly  and  special
reports,  proxy  statements,  and  other  information  with  the  Securities and
Exchange Commission (the "SEC") as is required by the Securities Exchange Act of
1934,  as  amended  (the  "1934  Act").  You  may  read  and  copy  any reports,
statements or other information we have filed at the SEC's Public Reference Room
at  450  Fifth  Street  N.W.,  Washington,  D.C.  20549.  Please call the SEC at
1-800-SEC-0330  for  further  information  on  the  Public  Reference Rooms.  In
addition,  copies  may  be  obtained  (at  prescribed rates) at the SEC's Public
Reference  Section,  450  Fifth Street, N.W., Washington, D.C. 20549, and at the
SEC's  Regional  offices at Northwestern Atrium Center, 500 West Madison Street,
Suite  1400, Chicago, Illinois 60661 and 75 Park Place, Room 1228, New York, New
York 10007.  Our filings are also available on the Internet at the SEC's website
at  http:\\www.sec.gov, and from commercial document retrieval services, such as
Primark,  whose  telephone  number  is  1-800-777-3272.

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  SEC  allows  us to "incorporate by reference" information into this reoffer
prospectus,  which  means  that  we can disclose important information to you by
referring  you  to  another  document  filed  separately  with  the  SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this reoffer
prospectus, except for any information superseded by information in this reoffer
prospectus.

We  filed the following documents with the SEC, which are incorporated into this
reoffer  prospectus  by  reference:

1.     Our  Form  10-KSB  Annual  Report,  filed  on  March  31,  2000;

2.     Our  Form  10-QSB  Quarterly  Report,  filed  on  May  12,  2000;

3.     Our  Form  10-QSB  Quarterly  Report,  filed  on  August  15,  2000;

4.     Our  Form  10-QSB  Quarterly  Report,  filed  on  December  15,  2000;

5.     Our  Form  10-QSB/A  Quarterly  Report (amended), filed on March 2, 2001;

6.     Our  Schedule  14C,  filed  on  July  31,  2000;

7     Our  Schedule  14C,  filed  on  February  14,  2001;  and

8.     Our  Form  8-K  Current  Reports,  filed  as  follows:

(a)     April  5,  2000;
(b)     April  6,  2000;
(c)     April  12,  2000;

<PAGE>

(d)     September  27,  2000;
(e)     November  28,  2000;
(f)     February  23,  2001;  and
(g)     March  2,  2001.

In  addition  to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment indicating that all of the securities offered pursuant
to  this  reoffer prospectus have been sold or deregistering all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated by reference in this
registration  statement  and  to  be part hereof from the date of filing of such
documents.  Any  statement  contained in a document incorporated by reference in
this  registration  statement  shall  be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in  this  reoffer  prospectus or in any subsequently filed document that is also
incorporated by reference in this reoffer prospectus modifies or supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  so  modified  or  superseded,  to  constitute  a  part  of this registration
statement.

WE  WILL  PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS  IS  DELIVERED,  UPON  ORAL  OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS  INCORPORATED  BY  REFERENCE  INTO  THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS,  UNLESS  THE  EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE  INFORMATION  THE  REOFFER  PROSPECTUS  INCORPORATES).  REQUESTS  SHOULD  BE
DIRECTED  TO  FARIS HEDDO AT 117 GUN AVENUE, POINTE-CLAIRE, QUEBEC, CANADA.  OUR
TELEPHONE  NUMBER  AT  THAT  LOCATION  IS  (514)  693-0877.

You may read and copy any reports, statements or other information we have filed
at  the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please  call  the  SEC  at 1-800-SEC-0330 for further information on the
Public  Reference  Rooms.  Our filings are also available on the Internet at the
SEC's  website  at  http:\\www.sec.gov,  and  from commercial document retrieval
services,  such  as  Primark,  whose  telephone  number  is  1-800-777-3272.

THE  COMPANY

We  operate  as  a  master  franchiser  of  six  retail  computer  stores  (the
"BusinessWay  Computer  Centers")  in  the  province of Quebec, Canada, and as a
multiple  e-business website, "www.businessway.com" (the "BusinessWay Website"),
which  supports  the  operations  of  our  wholly-owned  subsidiary,  Cor-Bit
Peripherals  Inc.  ("Cor-Bit"),  and markets the Cor-Bit line of computers.  The
principals of BusinessWay hold BusinessWay's franchise retail operations, as the
retail  operations  of  BusinessWay  were  not  included  under the terms of the
acquisition  of  BusinessWay  Computer Centre Inc. and Cor-Bit by GlobalNetCare,
Inc., as described in our Quarterly Report on Form 10-QSB, filed with the SEC on
December 15, 2000.  Cor-Bit is a manufacturer of computers and related products,
and  has developed internet software including a new business-to-business model,
database  search  software,  and  an  access-based inventory management software
link.  Cor-Bit  is  the  exclusive  supplier  of  computers  to  the  franchise
operations  of  BusinessWay  International  Corporation  ("BusinessWay").

Our  primary source of revenue is now derived from the sales and distribution of
the Cor-Bit line of personal computers.  Sales are made on a wholesale level and
include  a  preferred  sales  arrangement  through  our  independent  chain  of
BusinessWay  Computer  Centres, which are franchised retail computer stores.  We
have  an  arrangement  with  each  BusinessWay  retail  chain franchisee to sell
Cor-Bit's  made-to-measure  computer systems and related products.  The products
sold by the BusinessWay Computer Centers and on the BusinessWay Website include:

-     the  Cor-Bit  line  of  custom  computer  systems;
-     monitors;

<PAGE>

-     hard  disks;
-     video  cards;
-     DVD  drives;
-     CDR  writers  and  media;
-     printers;
-     scanners;
-     CD-Rom  drives;
-     speakers;
-     sound  cards;
-     motherboards;
-     cameras;
-     faxes/modems;  and
-     keyboards.

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 Internet transactions, handling all
the  tasks  involved  in  day  to  day  dealings  with  suppliers  and

<PAGE>

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") software offers 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:

-     publish  financial  reports  in  Microsoft  Word;

-     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).

The  modules  available  on  our IOA software include Accounts Payable, Accounts
Receivable,  Inventory,  Banking,  Invoicing,  Budgeting,  Job Costing, Payroll,
Purchase  Order  and  Order  Entry.

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  solution  software  that  provides  real-time  product
procurement  and  order  tracking  for  "just-in-time"  delivery.

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  agreements  with  service
affiliates  with 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 remaining portion of fiscal year 2001.  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.

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.

<PAGE>

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.

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

<PAGE>

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 $3,000,000 over the period ending
July  31, 2001 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
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.

<PAGE>

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 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.

COMPETITION.

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

<PAGE>

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 2000 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.

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 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

<PAGE>

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 six franchises operating in Quebec, Canada, and wish to expand
our  operations  into  the  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
standarized  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 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.

<PAGE>

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 reoffer
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:

-     financial,  marketing,  technical  and  development  resources;

-     name  recognition,  and

<PAGE>

-     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.  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,

<PAGE>

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; 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.

<PAGE>

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.

USE  OF  PROCEEDS

We  will  not  receive  any  proceeds from the sale of any of the 650,000 common
shares  by  Harvey  Lalach.

DETERMINATION  OF  OFFERING  PRICE

Not  applicable.

DILUTION

Not  applicable.

SELLING  SHAREHOLDERS

The  following  table  identifies  the selling shareholder and indicates (i) the
nature  of  any material relationship that such selling shareholder has had with
us  for  the  past  three  years,  (ii) the number of shares held by the selling
shareholder,  (iii)  the  amount  to  be  offered  for the selling shareholder's
account,  and  (iv) the number of shares and percentage of outstanding shares of
the  common  shares  in our capital to be owned by the selling shareholder after
the  sale  of  the  shares  offered  by the selling shareholder pursuant to this
offering.  The  selling  shareholder is not obligated to sell the shares offered
in  this reoffer prospectus and may choose not to sell any of the shares or only
a  part  of  the  shares.  SEC  rules  require  that  we assume that the selling
shareholder  sells  all  of  the  shares  offered  with this reoffer prospectus.

Under  the  1934 Act, any person engaged in a distribution of the shares offered
by  this  reoffer  prospectus  may  not  simultaneously  engage in market making
activities with respect to our common shares during the applicable "cooling off"
periods  prior  to  the  commencement  of  such  distribution.  In addition, and
without  limiting  the  foregoing,  the  selling  shareholder will be subject to
applicable  provisions of the 1934 Act and the rules and regulations thereunder,
which  provisions  may  limit the timing of purchases and sales of the shares by
the  selling shareholder.  As of February 15, 2001, there were 59,775,673 common
shares  in  the  our  capital  issued  and  outstanding.

<PAGE>

HARVEY  LALACH

Relationship:                                          Employee/Officer/Director
Shares  Beneficially  Owned  Prior  to  Offering:                        993,000
Percentage  Beneficially  Owned  Prior  to  Offering:             less  than  2%
Shares  to  be  Sold:                                                    650,000
Shares  Beneficially  Owned  After  Offering                             343,000
Percentage  Beneficially  Owned  After  Offering:              0% (less than 1%)

THE  INFORMATION  PROVIDED  IN  THE  TABLE  ABOVE  WITH  RESPECT  TO THE SELLING
SHAREHOLDER HAS BEEN OBTAINED FROM THE SELLING SHAREHOLDER.  BECAUSE THE SELLING
SHAREHOLDER  MAY  SELL  ALL  OR  SOME  PORTION  OF  THE  SHARES  OF COMMON STOCK
BENEFICIALLY  OWNED  BY  HIM, ONLY AN ESTIMATE (ASSUMING THE SELLING SHAREHOLDER
SELLS  ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS TO THE NUMBER OF SHARES
OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY THE SELLING SHAREHOLDER AFTER
THIS  OFFERING.  IN ADDITION, THE SELLING SHAREHOLDER MAY HAVE SOLD, TRANSFERRED
OR  OTHERWISE DISPOSED OF, OR MAY SELL, TRANSFER OR OTHERWISE DISPOSE OF, AT ANY
TIME  OR  FROM  TIME TO TIME SINCE THE DATE ON WHICH HE PROVIDED THE INFORMATION
REGARDING THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM, ALL OR A PORTION
OF  THE  SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM IN TRANSACTIONS EXEMPT
FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933.

PLAN  OF  DISTRIBUTION

The  selling  shareholder may sell the 650,000 common shares for value from time
to  time  under  this  reoffer prospectus in one or more transactions on the OTC
Electronic  Bulletin  Board,  in  negotiated transactions or in a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated.  The
selling  shareholder  may  effect  such transactions by selling the shares to or
through  broker-dealers, and such broker-dealers may receive compensation in the
form  of  underwriting discounts, concessions or commissions from the respective
selling  shareholder  and/or  the  purchasers  of  the  shares  for  whom  such
broker-dealers  may  act  as  agent  (which  compensation may be less than or in
excess  of  customary  commissions).

The  selling  shareholder  and  any  broker-dealers  that  participate  in  the
distribution  of  the  shares  may  be  deemed to be an "underwriter" within the
meaning  of  Section 2(11) of the 1933 Act, and any commissions received by them
and  any  profit  on  the  resale of the shares sold by them may be deemed to be
underwriting  discounts  and  commissions  under  the 1933 Act.  All selling and
other  expenses incurred by the selling shareholder will be borne by the selling
shareholder.

In  addition  to  any shares sold hereunder, the selling shareholder may, at the
same  time, sell any shares of common shares, including the shares, owned by him
in  compliance  with  all of the requirements of Rule 144, regardless of whether
such  shares  are  covered  by  this  reoffer  prospectus.

There  is no assurance that the selling shareholder will sell all or any portion
of  the  shares  offered.

We  will  pay  all  expenses  in  connection  with this offering and, apart from
receipt  of  the  exercise price on the related options, we will not receive any
proceeds  from  sales  of  any  shares  by  the  selling  shareholder.

DESCRIPTION  OF  REGISTRANT'S  SECURITIES

Our authorized capital includes:  300,000,000 shares of common stock without par
value,  of which 59,775,673 (including 40,000,000 exchangeable preferred shares)
were  issued  and  outstanding  as at February 15, 2001, and 120,000,000 Class A
Special  Voting  Shares,  of  which 37,923,891 were issued and outstanding as at
February 15, 2001.  All of our authorized shares of common stock are of the same
class  and,  once  issued,  rank  equally  as  to  dividends, voting powers, and
participation  in assets.  Holders of common shares are entitled to one vote for
each  share  held  of

<PAGE>

record  on  all matters to be acted upon by the shareholders.  Holders of common
shares  are  entitled  to receive such dividends as may be declared from time to
time  by  the  Board  of  Directors,  in  its  discretion,  out of funds legally
available  therefore.  Upon  our liquidation, dissolution or winding up, holders
of  common shares are entitled to receive pro rata our assets, if any, remaining
after  payments of all debts and liabilities.  No common shares have been issued
subject  to  call  or assessment.  There are no pre-emptive or conversion rights
and  no  provisions  for  redemption or purchase for cancellation, surrender, or
sinking  or  purchase  funds.

INTERESTS  OF  NAMED  EXPERTS

Our consolidated financial statements have been incorporated by reference in the
reoffer prospectus from our Form 10-KSB (filed March 31, 2000), in reliance upon
the  report  of  KPMG LLP, Chartered Accountants, and from our Form 8-K/A (filed
November 28, 2000) in reliance upon the reports of Robert M. Lawand, C.A., which
are  also  incorporated  into this reoffer prospectus by reference, and upon the
authority  of  said  firms  as  experts  in  accounting  and  auditing.

LEGAL  MATTERS

The  legality  of  the  common shares offered by this reoffer prospectus will be
passed  upon  for  us  and  the selling shareholder by Clark, Wilson, Vancouver,
British  Columbia,  Canada.

DISCLOSURE  OF  COMMISSION  POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES

Insofar  as  indemnification  for  liabilities arising under the 1933 Act may be
permitted to directors, officers or persons controlling our business pursuant to
the  provision  in  the  section  entitled  "Indemnification  of  Directors  and
Officers"  (see  below),  we  have  been  informed  that  in  the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the  1933  Act  and  is  therefore  unenforceable.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed by the Company with the Securities and Exchange
Commission  (the  "SEC")  are  incorporated  herein  by  reference:

1.     The  description  of  the  Company's shares contained in the Registration
Statement  on  Form  10-SB  (SEC document number 000-27097), filed on August 20,
1999  (copies  of  which  are  available  through  commercial document retrieval
services,  such as Primark, whose telephone number is 1-800-777-3272, or through
the  internet on the SEC's website at www.sec.gov), including all amendments and
reports  for  the  purpose  of  updating  such  description;

2.     The  Company's  Annual  Report  on  Form 10-KSB, filed on March 31, 2000;

3.     The  Company's  Quarterly  Report  on Form 10-QSB, filed on May 12, 2000;

4.     The  Company's Quarterly Report on Form 10-QSB, filed on August 15, 2000;

5.     The  Company's  Quarterly  Report  on  Form 10-QSB, filed on December 15,
2000;

6.     The Company's Quarterly Report (amended) on Form 10-QSB/A, filed on March
2,  2001;

7.     The  Company's  Schedule  14C,  filed  on  July  31,  2000;

8.     The  Company's Schedule 14C, filed with the SEC on February 14, 2001; and

9.     The  Current  Reports  on Form 8-K or Form 8-K/A, filed by the Company on
the  following  dates:

(a)     April  5,  2000;
(b)     April  6,  2000;
(c)     April  12,  2000;
(d)     September  27,  2000;
(e)     November  28,  2000;
(f)     February  23,  2001;  and
(g)     March  2,  2001.

In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  hereunder  have  been  sold  or  deregistering all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.

<PAGE>

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Our authorized capital includes:  300,000,000 shares of common stock without par
value,  of which 59,775,673 (including 40,000,000 exchangeable preferred shares)
were  issued  and  outstanding  as at February 15, 2001, and 120,000,000 Class A
Special  Voting Shares, of which there were 37,923,891 issued and outstanding as
at  February  15, 2001.  All of our authorized shares of common stock are of the
same  class  and,  once issued, rank equally as to dividends, voting powers, and
participation  in assets.  Holders of common shares are entitled to one vote for
each  share  held of record on all matters to be acted upon by the shareholders.
Holders  of  common  shares  are  entitled  to  receive such dividends as may be
declared  from time to time by the Board of Directors, in its discretion, out of
funds legally available therefore.  Upon our liquidation, dissolution or winding
up,  holders  of  common  shares are entitled to receive pro rata our assets, if
any,  remaining  after  payments of all debts and liabilities.  No common shares
have  been  issued  subject  to call or assessment.  There are no pre-emptive or
conversion rights and no provisions for redemption or purchase for cancellation,
surrender,  or  sinking  or  purchase  funds.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Company's  Articles  of  Incorporation  provide that, to the fullest extent
permitted  by  law,  no  director  or officer of the Company shall be personally
liable  to  the  Company  or its shareholders for damages for breach of any duty
owed  to  the  Company or its shareholders.  In addition, the Company's Articles
authorize  the  Company to, in its by-laws or any resolution of its directors or
shareholders,  undertake  to indemnify the officers and directors of the Company
any  contingency  or  peril  as  may  be determined in the best interests of the
Company,  and  in  conjunction  therewith, to procure, at the Company's expense,
policies  of insurance.  Such provisions do not eliminate the personal liability
of  the  Company's  directors and officers for monetary damages as a result of a
breach  of fiduciary duty or for any actions or omissions which were not done in
good  faith.

Under  section 607.0850 of the Florida Business Corporation Act, the Company has
the  power  to  indemnify:

(a)     any person who was or is a party to any proceeding (other than an action
by, or in the right of, the Company), by reason of the fact that he or she is or
was  a director, officer, employee, or agent of the Company or is or was serving
at  the  request  of  the  Company  or  another  corporation, partnership, joint
venture,  trust,  or  other  enterprise against liability incurred in connection
with  such  proceeding, including any appeal thereof, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the  best  interests  of the Company and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful;
and

(b)     any  person,  who was or is a party to any proceeding by or in the right
of  the  Company to procure a judgement in its favour by reason of the fact that
the  person  is or was a director, officer, employee, or agent of the company or
is  or  was  serving  at  the  request  of  the  company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not exceeding,
in  the judgement of the board of directors, the estimated expense of litigating
the  proceeding  to  conclusion,  actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal thereof,
if  he  or she acted in good faith and in a manner he or she reasonably believed
to  be  in, or not opposed to, the best interests of the Company, except that no
indemnification  shall  be  made in respect of any claim, issue, or matter as to
which  such person shall have been adjudged to be liable unless, and only to the
extent  that, the court in which such proceeding was brought, or any other court
of  competent  jurisdiction,  shall determine upon application that, despite the
adjudication  of  liability  but  in view of all circumstances of the case, such
person  is  fairly  and reasonably entitled to indemnity for such expenses which
such  court  shall  deem  proper.

To  the  extent that a director,  officer, employee, or agent of the Company has
been successful on the merits or otherwise in defense of any proceeding referred
to  in  (a)  or  (b)  above,  or  in  defense  of  any  claim,  issue, or matter

<PAGE>

therein,  the  Company  is  required  to  indemnify  him or her against expenses
actually  and  reasonably  incurred  by  him  or  her  in  connection  with such
proceeding.  Any  indemnification  under  (a) or (b) above, unless pursuant to a
determination by a court, shall be made by the Company only if authorized in the
specific  case upon a determination that indemnification of the person is proper
in  the  circumstances  because he or she met the applicable standard of conduct
set  forth  in  (a)  or  (b)  above.

However,  no  indemnification or advancement of expenses shall not be made to or
on  behalf  of  any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that  his or her actions, or omissions to act,
were  material  to  the  cause  of  action  so  adjudicated  to  constitute:

(a)     a violation of the criminal law, unless the director, officer, employee,
or agent had reasonable cause to believe his or her conduct was lawful or had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful;

(b)     a  transaction  from  which  the  director,  officer, employee, or agent
derived  an  improper  personal  benefit;  or

(c)     wilful misconduct or a conscious disregard for the best interests of the
Company  in a proceeding by or in the right of the Company to procure a judgment
in  its  favour  or  in  a  proceeding  by  or  in  the  right of a shareholder.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  650,000  shares registered under this Registration Statement were issued to
Harvey  Lalach  on  January  2,  2001,  pursuant  to  the  exemption  from  the
registration requirements provided by Section 4(2) and Regulation S, promulgated
under  the  1933  Act.

ITEM  8.     EXHIBITS.

     4.1      Employment  Agreement between the Company and Harvey Lalach, dated
              December  7,  2000

     5        Opinion  of  Clark,  Wilson

     23.1     Consent  of  Clark,  Wilson  (included  in  Exhibit  5)

     23.2     Consent  of  Independent  Auditor  (KPMG  LLP)

     23.3     Consent  of  Independent  Auditor  (Robert  Lawand,  CA)

     24       Power  of  Attorney  (included  in  signature  page)

ITEM  9.     UNDERTAKINGS.

(a)     The  Company  hereby  undertakes:

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

(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933,  as  amended  (the  "Securities  Act").

(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in this Registration Statement;

<PAGE>

(iii)     To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
Section  13  or  15(d) of the Exchange Act that are incorporated by reference in
this  Registration  Statement.

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

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

(b)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under  the Securities Act, each filing of the Company's annual report
pursuant  to  Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities  offered  herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  may be permitted to directors, officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of the Commission such indemnification is against public
policy  as  expressed in the Securities Act and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by the Company of expenses incurred or paid by a director, officer
or  controlling  person  of the Company in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

<PAGE>

                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Pointe-Claire, Quebec, on  March 13,  2001.

BUSINESSWAY  INTERNATIONAL  CORPORATION

By   /s/ Faris Heddo
     Faris  Heddo,  President  and  Chief  Executive  Officer/Director

                                POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE PRESENTS, that each individual whose signature appears
below  constitutes and appoints Faris Heddo his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments)  to  this Registration Statement, and to
file  the  same  with  all  exhibits  thereto,  and  all documents in connection
therewith,  with  the  Securities  and  Exchange  Commission,  granting  said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated.

SIGNATURES

Per: /s/ Faris Heddo
     Faris  Heddo
     President/CEO/Director
     March 13,  2001

Per: /s/ Michele Scott
     Michele  Scott
     Chief  Financial  Officer/Vice  President/Secretary/Director
     March 13,  2001

Per: /s/ Harvey Lalach
     Harvey  Lalach
     Director
     March  13,  2001

Per: /s/ Fabrice Zambito
     Fabrice  Zambito
     Director
     March  13,  2001

Per: /s/ Yoland Dumas
     Yoland  Dumas
     Director
     March 13,  2001

<PAGE>

THE  PLAN.  Pursuant  to  the  requirements  of  the Securities Act of 1933, the
trustees  (or  other persons who administer the employee benefit plan) have duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly  authorized,  in  the City of Pointe-Claire, Quebec,
on March 13, 2001.

BUSINESSWAY  INTERNATIONAL  CORPORATION  NON-QUALIFIED  STOCK  OPTION  PLAN

By  /s/ Faris Heddo
     Faris  Heddo,  President  and  Chief  Executive  Officer/Director
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 83418}]
{"company-data": {"conformed-name": "BUSINESSWAY INTERNATIONAL CORP", "cik": "0001079574", "assigned-sic": "7389", "irs-number": "980215778", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57344", "film-number": "1573211"}, "business-address": {"street1": "117 GUN AVENUE", "city": "MONTREAL QUEBEC CANA", "state": "E6", "zip": "H3A 3H3", "phone": "8772884909"}, "mail-address": {"street1": "117 GUN AVENUE", "city": "MONTREAL QUEBEC"}, "former-company": {"former-conformed-name": "GLOBALNETCARE INC", "date-changed": "19990818"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM S-8/S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Florida                                                                980215778
-------                                                                ---------
(State  or  other  jurisdiction  of                             (I.R.S. Employer
incorporation  or organization)                             Identification  No.)

117  Gun  Avenue,  Pointe-Claire,  Quebec,  Canada                      H9R  3X2
--------------------------------------------------                      --------
(Address  of  Principal  Executive  Offices)                         (Zip  Code)

                       EMPLOYMENT AGREEMENT - HARVEY LALACH
                       ------------------------------------
                            (Full title of the plan)

                                   FARIS HEDDO
                                 117 GUN AVENUE
                              POINTE-CLAIRE, QUEBEC
                                 CANADA H9R 3X2
                     (Name and address of agent for service)
                                 (514) 693-0877
                                 --------------
          (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                                 BERNARD  PINSKY
                     CLARK,  WILSON,  BARRISTERS  AND  SOLICITORS
                         #800  -  885  WEST  GEORGIA  STREET
                            VANCOUVER,  BRITISH  COLUMBIA
                                  CANADA  V6C  3H1
                             TELEPHONE:  (604)  687-5700
                             ---------------------------
CALCULATION OF REGISTRATION FEE

                                                Proposed            Proposed
Title of Securities to    Amount to be      Maximum Offering    Maximum Aggregate       Amount of
be Registered              Registered       Price Per Share      Offering Price      Registration Fee
----------------------  -----------------  ------------------  -------------------  ------------------
Common Shares, with. .  A maximum of
par value $0.001 . . .  650,000 shares(2)  $          0.25(1)  $        162,500(1)  $         40.63(1)
----------------------  -----------------  ------------------  -------------------  ------------------
(1)     The  price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended,  solely  for the purpose of calculating the registration fee, based on the average of the bid
and asked price ($0.25 bid; $0.25 ask) of the common shares as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin  Board  on  March  14,  2001.

(2)     The  Employment  Agreement  between  BusinessWay  International Corporation and Harvey Lalach,
dated  December  7,  2000,  authorized  the  issuance  of  650,000  common  shares to Harvey Lalach as
compensation  for  services  rendered.
EXPLANATORY NOTE

BusinessWay  International  Corporation  (the  "Company")  has  prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities  Act  of 1933, as amended (the "1933 Act"), to register shares of the
Company's  common  stock,  no  par  value,  issued  pursuant  to  the Employment
Agreement  (the  "Employment  Agreement") between the Company and Harvey Lalach,
dated  December  7,  2000.

Under  cover  of  this Form S-8 is the Company's Reoffer Prospectus, prepared in
accordance  with Part I of Form S-3 under the 1933 Act.  This Reoffer Prospectus
has  been prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on  a continuous or delayed basis in the future of up to an aggregate of 650,000
common  shares,  which  were  issued  pursuant  to  the  Employment  Agreement.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We  will send or give the documents containing the information specified in Part
I  of  Form  S-8  to  Harvey  Lalach as specified by the Securities and Exchange
Commission  Rule  428(b)(1)  under  the  1933 Act.  We do not need to file these
documents  with  the  Securities  and Exchange Commission either as part of this
Registration  Statement or as a prospectus or a prospectus supplement under Rule
424  of  the  1933  Act.

                               RE-OFFER PROSPECTUS

      The date of this Re-Offer Prospectus is the 15th day of March, 2001.

                                 650,000 Shares
                      BusinessWay International Corporation
                                 117 Gun Avenue
                              Pointe-Claire, Quebec
                                 Canada H9R 0X3
                        Common Shares (without par value)

The 650,000 common shares in our capital stock being registered pursuant to this
registration  statement are offered by Harvey Lalach, who is one of our officers
and  directors,  and also one of our employees.  The 650,000 common shares owned
by  Harvey  Lalach  may  be  offered for sale from time to time at market prices
prevailing  at  the  time  of sale or at prices negotiated by Harvey Lalach, and
without  payments  of any underwriting discounts or commission, except for usual
and  customary  selling  commissions  paid  to  brokers or dealers.  We will not
receive any proceeds from the sale of any of the 650,000 common shares by Harvey
Lalach.  Harvey  Lalach  is  one  of  our  employees,  as
well  as  an  officer  and  a  director,  who acquired the 650,000 common shares
pursuant  to  an  Employment  Agreement.  We are paying the expenses incurred in
registering  the  650,000  common  shares.

The  650,000  common  shares are "control securities" under the 1933 Act because
they were issued to an individual who is one of our officers and directors.  The
reoffer  prospectus has been prepared for the purpose of registering the 650,000
common shares under the 1933 Act to allow for future sales by Harvey Lalach (the
selling  shareholder),  on  a continuous or delayed basis, to the public without
restriction.  To  our knowledge, the selling shareholder has no arrangement with
any  brokerage  firm  for  the  future  sale  of the 650,000 common shares.  The
selling  shareholder  may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
the resales of the common shares may be deemed to be underwriting commissions or
discounts  under  the  1933  Act.

Our  common  shares are traded on the National Association of Securities Dealers
Over-the-Counter  Bulletin  Board  under the symbol BITL.  As of March 14, 2001,
the  average  of  the  bid  and asked price ($0.25 bid; $0.25 ask) of our common
shares  as  reported  on  the  National Association of Securities Dealers Inc.'s
Over-the-Counter  Bulletin  Board  on  March  14,  2001,  was  $0.25.

THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE  OF  RISK.  SEE  "RISK FACTORS" ON PAGE 4 OF THE 10(A) PROSPECTUS.  THESE
ARE  SPECULATIVE  SECURITIES.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENCE.
TABLE OF CONTENTS

PART  I                                                                     PAGE

     Information  Required  in  the  Section  10(A)  Prospectus               ii
     Reoffer  Prospectus                                                       1
     Available  Information                                                    1
     Incorporation  of  Documents  by  Reference                               1
     The  Company                                                              2
     Risk  Factors                                                             4
     Use  of  Proceeds                                                        13
     Determination  of  Offering  Price                                       13
     Dilution                                                                 13
     Selling  Shareholders                                                    13
     Plan  of  Distribution                                                   14
     Description  of  Securities                                              14
     Interests  of  Named  Experts  and  Counsel                              15
     Legal  Matters                                                           15
     Disclosure  of  Commission  Position                                     15
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

AVAILABLE  INFORMATION

You should only rely on the information incorporated by reference or provided in
this  reoffer  prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The common shares are not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this reoffer prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this reoffer prospectus.

BusinessWay  International  Corporation  files  annual,  quarterly  and  special
reports,  proxy  statements,  and  other  information  with  the  Securities and
Exchange Commission (the "SEC") as is required by the Securities Exchange Act of
1934,  as  amended  (the  "1934  Act").  You  may  read  and  copy  any reports,
statements or other information we have filed at the SEC's Public Reference Room
at  450  Fifth  Street  N.W.,  Washington,  D.C.  20549.  Please call the SEC at
1-800-SEC-0330  for  further  information  on  the  Public  Reference Rooms.  In
addition,  copies  may  be  obtained  (at  prescribed rates) at the SEC's Public
Reference  Section,  450  Fifth Street, N.W., Washington, D.C. 20549, and at the
SEC's  Regional  offices at Northwestern Atrium Center, 500 West Madison Street,
Suite  1400, Chicago, Illinois 60661 and 75 Park Place, Room 1228, New York, New
York 10007.  Our filings are also available on the Internet at the SEC's website
at  http:\\www.sec.gov, and from commercial document retrieval services, such as
Primark,  whose  telephone  number  is  1-800-777-3272.

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  SEC  allows  us to "incorporate by reference" information into this reoffer
prospectus,  which  means  that  we can disclose important information to you by
referring  you  to  another  document  filed  separately  with  the  SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this reoffer
prospectus, except for any information superseded by information in this reoffer
prospectus.

We  filed the following documents with the SEC, which are incorporated into this
reoffer  prospectus  by  reference:

1.     Our  Form  10-KSB  Annual  Report,  filed  on  March  31,  2000;

2.     Our  Form  10-QSB  Quarterly  Report,  filed  on  May  12,  2000;

3.     Our  Form  10-QSB  Quarterly  Report,  filed  on  August  15,  2000;

4.     Our  Form  10-QSB  Quarterly  Report,  filed  on  December  15,  2000;

5.     Our  Form  10-QSB/A  Quarterly  Report (amended), filed on March 2, 2001;

6.     Our  Schedule  14C,  filed  on  July  31,  2000;

7     Our  Schedule  14C,  filed  on  February  14,  2001;  and

8.     Our  Form  8-K  Current  Reports,  filed  as  follows:

(a)     April  5,  2000;
(b)     April  6,  2000;
(c)     April  12,  2000;
(d)     September  27,  2000;
(e)     November  28,  2000;
(f)     February  23,  2001;  and
(g)     March  2,  2001.

In  addition  to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment indicating that all of the securities offered pursuant
to  this  reoffer prospectus have been sold or deregistering all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated by reference in this
registration  statement  and  to  be part hereof from the date of filing of such
documents.  Any  statement  contained in a document incorporated by reference in
this  registration  statement  shall  be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in  this  reoffer  prospectus or in any subsequently filed document that is also
incorporated by reference in this reoffer prospectus modifies or supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  so  modified  or  superseded,  to  constitute  a  part  of this registration
statement.

WE  WILL  PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS  IS  DELIVERED,  UPON  ORAL  OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS  INCORPORATED  BY  REFERENCE  INTO  THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS,  UNLESS  THE  EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE  INFORMATION  THE  REOFFER  PROSPECTUS  INCORPORATES).  REQUESTS  SHOULD  BE
DIRECTED  TO  FARIS HEDDO AT 117 GUN AVENUE, POINTE-CLAIRE, QUEBEC, CANADA.  OUR
TELEPHONE  NUMBER  AT  THAT  LOCATION  IS  (514)  693-0877.

You may read and copy any reports, statements or other information we have filed
at  the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please  call  the  SEC  at 1-800-SEC-0330 for further information on the
Public  Reference  Rooms.  Our filings are also available on the Internet at the
SEC's  website  at  http:\\www.sec.gov,  and  from commercial document retrieval
services,  such  as  Primark,  whose  telephone  number  is  1-800-777-3272.

THE  COMPANY

We  operate  as  a  master  franchiser  of  six  retail  computer  stores  (the
"BusinessWay  Computer  Centers")  in  the  province of Quebec, Canada, and as a
multiple  e-business website, "www.businessway.com" (the "BusinessWay Website"),
which  supports  the  operations  of  our  wholly-owned  subsidiary,  Cor-Bit
Peripherals  Inc.  ("Cor-Bit"),  and markets the Cor-Bit line of computers.  The
principals of BusinessWay hold BusinessWay's franchise retail operations, as the
retail  operations  of  BusinessWay  were  not  included  under the terms of the
acquisition  of  BusinessWay  Computer Centre Inc. and Cor-Bit by GlobalNetCare,
Inc., as described in our Quarterly Report on Form 10-QSB, filed with the SEC on
December 15, 2000.  Cor-Bit is a manufacturer of computers and related products,
and  has developed internet software including a new business-to-business model,
database  search  software,  and  an  access-based inventory management software
link.  Cor-Bit  is  the  exclusive  supplier  of  computers  to  the  franchise
operations  of  BusinessWay  International  Corporation  ("BusinessWay").

Our  primary source of revenue is now derived from the sales and distribution of
the Cor-Bit line of personal computers.  Sales are made on a wholesale level and
include  a  preferred  sales  arrangement  through  our  independent  chain  of
BusinessWay  Computer  Centres, which are franchised retail computer stores.  We
have  an  arrangement  with  each  BusinessWay  retail  chain franchisee to sell
Cor-Bit's  made-to-measure  computer systems and related products.  The products
sold by the BusinessWay Computer Centers and on the BusinessWay Website include:

-     the  Cor-Bit  line  of  custom  computer  systems;
-     monitors;
-     hard  disks;
-     video  cards;
-     DVD  drives;
-     CDR  writers  and  media;
-     printers;
-     scanners;
-     CD-Rom  drives;
-     speakers;
-     sound  cards;
-     motherboards;
-     cameras;
-     faxes/modems;  and
-     keyboards.

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 Internet transactions, handling all
the  tasks  involved  in  day  to  day  dealings  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") software offers 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:

-     publish  financial  reports  in  Microsoft  Word;

-     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).

The  modules  available  on  our IOA software include Accounts Payable, Accounts
Receivable,  Inventory,  Banking,  Invoicing,  Budgeting,  Job Costing, Payroll,
Purchase  Order  and  Order  Entry.

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  solution  software  that  provides  real-time  product
procurement  and  order  tracking  for  "just-in-time"  delivery.

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  agreements  with  service
affiliates  with 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 remaining portion of fiscal year 2001.  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.

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.

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 $3,000,000 over the period ending
July  31, 2001 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
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 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.

COMPETITION.

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 2000 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.

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 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 six franchises operating in Quebec, Canada, and wish to expand
our  operations  into  the  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
standarized  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 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 reoffer
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:

-     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.  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; 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.

USE  OF  PROCEEDS

We  will  not  receive  any  proceeds from the sale of any of the 650,000 common
shares  by  Harvey  Lalach.

DETERMINATION  OF  OFFERING  PRICE

Not  applicable.

DILUTION

Not  applicable.

SELLING  SHAREHOLDERS

The  following  table  identifies  the selling shareholder and indicates (i) the
nature  of  any material relationship that such selling shareholder has had with
us  for  the  past  three  years,  (ii) the number of shares held by the selling
shareholder,  (iii)  the  amount  to  be  offered  for the selling shareholder's
account,  and  (iv) the number of shares and percentage of outstanding shares of
the  common  shares  in our capital to be owned by the selling shareholder after
the  sale  of  the  shares  offered  by the selling shareholder pursuant to this
offering.  The  selling  shareholder is not obligated to sell the shares offered
in  this reoffer prospectus and may choose not to sell any of the shares or only
a  part  of  the  shares.  SEC  rules  require  that  we assume that the selling
shareholder  sells  all  of  the  shares  offered  with this reoffer prospectus.

Under  the  1934 Act, any person engaged in a distribution of the shares offered
by  this  reoffer  prospectus  may  not  simultaneously  engage in market making
activities with respect to our common shares during the applicable "cooling off"
periods  prior  to  the  commencement  of  such  distribution.  In addition, and
without  limiting  the  foregoing,  the  selling  shareholder will be subject to
applicable  provisions of the 1934 Act and the rules and regulations thereunder,
which  provisions  may  limit the timing of purchases and sales of the shares by
the  selling shareholder.  As of February 15, 2001, there were 59,775,673 common
shares  in  the  our  capital  issued  and  outstanding.
HARVEY  LALACH

Relationship:                                          Employee/Officer/Director
Shares  Beneficially  Owned  Prior  to  Offering:                        993,000
Percentage  Beneficially  Owned  Prior  to  Offering:             less  than  2%
Shares  to  be  Sold:                                                    650,000
Shares  Beneficially  Owned  After  Offering                             343,000
Percentage  Beneficially  Owned  After  Offering:              0% (less than 1%)

THE  INFORMATION  PROVIDED  IN  THE  TABLE  ABOVE  WITH  RESPECT  TO THE SELLING
SHAREHOLDER HAS BEEN OBTAINED FROM THE SELLING SHAREHOLDER.  BECAUSE THE SELLING
SHAREHOLDER  MAY  SELL  ALL  OR  SOME  PORTION  OF  THE  SHARES  OF COMMON STOCK
BENEFICIALLY  OWNED  BY  HIM, ONLY AN ESTIMATE (ASSUMING THE SELLING SHAREHOLDER
SELLS  ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS TO THE NUMBER OF SHARES
OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY THE SELLING SHAREHOLDER AFTER
THIS  OFFERING.  IN ADDITION, THE SELLING SHAREHOLDER MAY HAVE SOLD, TRANSFERRED
OR  OTHERWISE DISPOSED OF, OR MAY SELL, TRANSFER OR OTHERWISE DISPOSE OF, AT ANY
TIME  OR  FROM  TIME TO TIME SINCE THE DATE ON WHICH HE PROVIDED THE INFORMATION
REGARDING THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM, ALL OR A PORTION
OF  THE  SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM IN TRANSACTIONS EXEMPT
FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933.

PLAN  OF  DISTRIBUTION

The  selling  shareholder may sell the 650,000 common shares for value from time
to  time  under  this  reoffer prospectus in one or more transactions on the OTC
Electronic  Bulletin  Board,  in  negotiated transactions or in a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated.  The
selling  shareholder  may  effect  such transactions by selling the shares to or
through  broker-dealers, and such broker-dealers may receive compensation in the
form  of  underwriting discounts, concessions or commissions from the respective
selling  shareholder  and/or  the  purchasers  of  the  shares  for  whom  such
broker-dealers  may  act  as  agent  (which  compensation may be less than or in
excess  of  customary  commissions).

The  selling  shareholder  and  any  broker-dealers  that  participate  in  the
distribution  of  the  shares  may  be  deemed to be an "underwriter" within the
meaning  of  Section 2(11) of the 1933 Act, and any commissions received by them
and  any  profit  on  the  resale of the shares sold by them may be deemed to be
underwriting  discounts  and  commissions  under  the 1933 Act.  All selling and
other  expenses incurred by the selling shareholder will be borne by the selling
shareholder.

In  addition  to  any shares sold hereunder, the selling shareholder may, at the
same  time, sell any shares of common shares, including the shares, owned by him
in  compliance  with  all of the requirements of Rule 144, regardless of whether
such  shares  are  covered  by  this  reoffer  prospectus.

There  is no assurance that the selling shareholder will sell all or any portion
of  the  shares  offered.

We  will  pay  all  expenses  in  connection  with this offering and, apart from
receipt  of  the  exercise price on the related options, we will not receive any
proceeds  from  sales  of  any  shares  by  the  selling  shareholder.

DESCRIPTION  OF  REGISTRANT'S  SECURITIES

Our authorized capital includes:  300,000,000 shares of common stock without par
value,  of which 59,775,673 (including 40,000,000 exchangeable preferred shares)
were  issued  and  outstanding  as at February 15, 2001, and 120,000,000 Class A
Special  Voting  Shares,  of  which 37,923,891 were issued and outstanding as at
February 15, 2001.  All of our authorized shares of common stock are of the same
class  and,  once  issued,  rank  equally  as  to  dividends, voting powers, and
participation  in assets.  Holders of common shares are entitled to one vote for
each  share  held  of
record  on  all matters to be acted upon by the shareholders.  Holders of common
shares  are  entitled  to receive such dividends as may be declared from time to
time  by  the  Board  of  Directors,  in  its  discretion,  out of funds legally
available  therefore.  Upon  our liquidation, dissolution or winding up, holders
of  common shares are entitled to receive pro rata our assets, if any, remaining
after  payments of all debts and liabilities.  No common shares have been issued
subject  to  call  or assessment.  There are no pre-emptive or conversion rights
and  no  provisions  for  redemption or purchase for cancellation, surrender, or
sinking  or  purchase  funds.

INTERESTS  OF  NAMED  EXPERTS

Our consolidated financial statements have been incorporated by reference in the
reoffer prospectus from our Form 10-KSB (filed March 31, 2000), in reliance upon
the  report  of  KPMG LLP, Chartered Accountants, and from our Form 8-K/A (filed
November 28, 2000) in reliance upon the reports of Robert M. Lawand, C.A., which
are  also  incorporated  into this reoffer prospectus by reference, and upon the
authority  of  said  firms  as  experts  in  accounting  and  auditing.

LEGAL  MATTERS

The  legality  of  the  common shares offered by this reoffer prospectus will be
passed  upon  for  us  and  the selling shareholder by Clark, Wilson, Vancouver,
British  Columbia,  Canada.

DISCLOSURE  OF  COMMISSION  POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES

Insofar  as  indemnification  for  liabilities arising under the 1933 Act may be
permitted to directors, officers or persons controlling our business pursuant to
the  provision  in  the  section  entitled  "Indemnification  of  Directors  and
Officers"  (see  below),  we  have  been  informed  that  in  the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the  1933  Act  and  is  therefore  unenforceable.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed by the Company with the Securities and Exchange
Commission  (the  "SEC")  are  incorporated  herein  by  reference:

1.     The  description  of  the  Company's shares contained in the Registration
Statement  on  Form  10-SB  (SEC document number 000-27097), filed on August 20,
1999  (copies  of  which  are  available  through  commercial document retrieval
services,  such as Primark, whose telephone number is 1-800-777-3272, or through
the  internet on the SEC's website at www.sec.gov), including all amendments and
reports  for  the  purpose  of  updating  such  description;

2.     The  Company's  Annual  Report  on  Form 10-KSB, filed on March 31, 2000;

3.     The  Company's  Quarterly  Report  on Form 10-QSB, filed on May 12, 2000;

4.     The  Company's Quarterly Report on Form 10-QSB, filed on August 15, 2000;

5.     The  Company's  Quarterly  Report  on  Form 10-QSB, filed on December 15,
2000;

6.     The Company's Quarterly Report (amended) on Form 10-QSB/A, filed on March
2,  2001;

7.     The  Company's  Schedule  14C,  filed  on  July  31,  2000;

8.     The  Company's Schedule 14C, filed with the SEC on February 14, 2001; and

9.     The  Current  Reports  on Form 8-K or Form 8-K/A, filed by the Company on
the  following  dates:

(a)     April  5,  2000;
(b)     April  6,  2000;
(c)     April  12,  2000;
(d)     September  27,  2000;
(e)     November  28,  2000;
(f)     February  23,  2001;  and
(g)     March  2,  2001.

In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  hereunder  have  been  sold  or  deregistering all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.
ITEM  4.     DESCRIPTION  OF  SECURITIES.

Our authorized capital includes:  300,000,000 shares of common stock without par
value,  of which 59,775,673 (including 40,000,000 exchangeable preferred shares)
were  issued  and  outstanding  as at February 15, 2001, and 120,000,000 Class A
Special  Voting Shares, of which there were 37,923,891 issued and outstanding as
at  February  15, 2001.  All of our authorized shares of common stock are of the
same  class  and,  once issued, rank equally as to dividends, voting powers, and
participation  in assets.  Holders of common shares are entitled to one vote for
each  share  held of record on all matters to be acted upon by the shareholders.
Holders  of  common  shares  are  entitled  to  receive such dividends as may be
declared  from time to time by the Board of Directors, in its discretion, out of
funds legally available therefore.  Upon our liquidation, dissolution or winding
up,  holders  of  common  shares are entitled to receive pro rata our assets, if
any,  remaining  after  payments of all debts and liabilities.  No common shares
have  been  issued  subject  to call or assessment.  There are no pre-emptive or
conversion rights and no provisions for redemption or purchase for cancellation,
surrender,  or  sinking  or  purchase  funds.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Company's  Articles  of  Incorporation  provide that, to the fullest extent
permitted  by  law,  no  director  or officer of the Company shall be personally
liable  to  the  Company  or its shareholders for damages for breach of any duty
owed  to  the  Company or its shareholders.  In addition, the Company's Articles
authorize  the  Company to, in its by-laws or any resolution of its directors or
shareholders,  undertake  to indemnify the officers and directors of the Company
any  contingency  or  peril  as  may  be determined in the best interests of the
Company,  and  in  conjunction  therewith, to procure, at the Company's expense,
policies  of insurance.  Such provisions do not eliminate the personal liability
of  the  Company's  directors and officers for monetary damages as a result of a
breach  of fiduciary duty or for any actions or omissions which were not done in
good  faith.

Under  section 607.0850 of the Florida Business Corporation Act, the Company has
the  power  to  indemnify:

(a)     any person who was or is a party to any proceeding (other than an action
by, or in the right of, the Company), by reason of the fact that he or she is or
was  a director, officer, employee, or agent of the Company or is or was serving
at  the  request  of  the  Company  or  another  corporation, partnership, joint
venture,  trust,  or  other  enterprise against liability incurred in connection
with  such  proceeding, including any appeal thereof, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the  best  interests  of the Company and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful;
and

(b)     any  person,  who was or is a party to any proceeding by or in the right
of  the  Company to procure a judgement in its favour by reason of the fact that
the  person  is or was a director, officer, employee, or agent of the company or
is  or  was  serving  at  the  request  of  the  company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not exceeding,
in  the judgement of the board of directors, the estimated expense of litigating
the  proceeding  to  conclusion,  actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal thereof,
if  he  or she acted in good faith and in a manner he or she reasonably believed
to  be  in, or not opposed to, the best interests of the Company, except that no
indemnification  shall  be  made in respect of any claim, issue, or matter as to
which  such person shall have been adjudged to be liable unless, and only to the
extent  that, the court in which such proceeding was brought, or any other court
of  competent  jurisdiction,  shall determine upon application that, despite the
adjudication  of  liability  but  in view of all circumstances of the case, such
person  is  fairly  and reasonably entitled to indemnity for such expenses which
such  court  shall  deem  proper.

To  the  extent that a director,  officer, employee, or agent of the Company has
been successful on the merits or otherwise in defense of any proceeding referred
to  in  (a)  or  (b)  above,  or  in  defense  of  any  claim,  issue, or matter
therein,  the  Company  is  required  to  indemnify  him or her against expenses
actually  and  reasonably  incurred  by  him  or  her  in  connection  with such
proceeding.  Any  indemnification  under  (a) or (b) above, unless pursuant to a
determination by a court, shall be made by the Company only if authorized in the
specific  case upon a determination that indemnification of the person is proper
in  the  circumstances  because he or she met the applicable standard of conduct
set  forth  in  (a)  or  (b)  above.

However,  no  indemnification or advancement of expenses shall not be made to or
on  behalf  of  any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that  his or her actions, or omissions to act,
were  material  to  the  cause  of  action  so  adjudicated  to  constitute:

(a)     a violation of the criminal law, unless the director, officer, employee,
or agent had reasonable cause to believe his or her conduct was lawful or had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful;

(b)     a  transaction  from  which  the  director,  officer, employee, or agent
derived  an  improper  personal  benefit;  or

(c)     wilful misconduct or a conscious disregard for the best interests of the
Company  in a proceeding by or in the right of the Company to procure a judgment
in  its  favour  or  in  a  proceeding  by  or  in  the  right of a shareholder.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  650,000  shares registered under this Registration Statement were issued to
Harvey  Lalach  on  January  2,  2001,  pursuant  to  the  exemption  from  the
registration requirements provided by Section 4(2) and Regulation S, promulgated
under  the  1933  Act.

ITEM  8.     EXHIBITS.

     4.1      Employment  Agreement between the Company and Harvey Lalach, dated
              December  7,  2000

     5        Opinion  of  Clark,  Wilson

     23.1     Consent  of  Clark,  Wilson  (included  in  Exhibit  5)

     23.2     Consent  of  Independent  Auditor  (KPMG  LLP)

     23.3     Consent  of  Independent  Auditor  (Robert  Lawand,  CA)

     24       Power  of  Attorney  (included  in  signature  page)

ITEM  9.     UNDERTAKINGS.

(a)     The  Company  hereby  undertakes:

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

(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933,  as  amended  (the  "Securities  Act").

(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in this Registration Statement;
(iii)     To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
Section  13  or  15(d) of the Exchange Act that are incorporated by reference in
this  Registration  Statement.

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

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

(b)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under  the Securities Act, each filing of the Company's annual report
pursuant  to  Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities  offered  herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  may be permitted to directors, officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of the Commission such indemnification is against public
policy  as  expressed in the Securities Act and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by the Company of expenses incurred or paid by a director, officer
or  controlling  person  of the Company in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.
SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Pointe-Claire, Quebec, on  March 13,  2001.

BUSINESSWAY  INTERNATIONAL  CORPORATION

By   /s/ Faris Heddo
     Faris  Heddo,  President  and  Chief  Executive  Officer/Director

                                POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE PRESENTS, that each individual whose signature appears
below  constitutes and appoints Faris Heddo his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments)  to  this Registration Statement, and to
file  the  same  with  all  exhibits  thereto,  and  all documents in connection
therewith,  with  the  Securities  and  Exchange  Commission,  granting  said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated.

SIGNATURES

Per: /s/ Faris Heddo
     Faris  Heddo
     President/CEO/Director
     March 13,  2001

Per: /s/ Michele Scott
     Michele  Scott
     Chief  Financial  Officer/Vice  President/Secretary/Director
     March 13,  2001

Per: /s/ Harvey Lalach
     Harvey  Lalach
     Director
     March  13,  2001

Per: /s/ Fabrice Zambito
     Fabrice  Zambito
     Director
     March  13,  2001

Per: /s/ Yoland Dumas
     Yoland  Dumas
     Director
     March 13,  2001
THE  PLAN.  Pursuant  to  the  requirements  of  the Securities Act of 1933, the
trustees  (or  other persons who administer the employee benefit plan) have duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly  authorized,  in  the City of Pointe-Claire, Quebec,
on March 13, 2001.

BUSINESSWAY  INTERNATIONAL  CORPORATION  NON-QUALIFIED  STOCK  OPTION  PLAN

By  /s/ Faris Heddo
     Faris  Heddo,  President  and  Chief  Executive  Officer/Director